XRP Treasury Firm Evernorth Reworks $1B Nasdaq Listing Plan as It Nears Public Debut

Evernorth Holdings, the Ripple-backed treasury firm, is revising the terms of its planned Nasdaq listing to keep its share structure in line with the current market value of its XRP holdings. 

The company filed amendment No. 6 to its Form S-4 registration statement with the U.S. SEC on Thursday as it moves closer to completing a merger with Armada Acquisition Corp. II in a deal worth more than $1 billion.

Evernorth's treasury numbers behind the change

In the previous agreement, XRP was priced at $2.36 when calculating the number of shares investors would get. The new structure would instead use XRP's volume-weighted average price closer to the deal's actual closing date. 

This new system would track market conditions in real time instead of the price that was initially set when the merger agreement was first signed. XRP has been trading around $1, which is well below the original projection. The new change could reduce the total number of shares issued. It would also increase the amount of XRP backing each one. 

Private-placement investors subscribed at a fixed $10 per share, and that anchor price stayed the same. However, the amount of XRP represented by each share will change depending on where the coin trades at closing. 

If the token is worth less than $2.36 at that point, each share ends up backed by more XRP. Meanwhile, if it's worth more, the opposite happens. Essentially, the mechanism can move in either direction depending on how the market moves between now and the deal's completion

The adjustment is meant to protect new public shareholders from paying based on outdated token prices. 

Evernorth currently holds 473,276,430 XRP tokens. This reserve includes a strategic contribution of at least 126 million tokens from Ripple made when the merger agreement was signed. 

That treasury was built up at an average price of $2.54 per token, which is $1.2 billion in total investment. As at press time, XRP is trading around $1, which means the treasury's market value is at $473 million. This explains why the company is changing its share mechanics ahead of going public.

Founder and CEO Asheesh Birla said in the press release that tying the share count to XRP's value at closing was "the right thing to do for Evernorth and our investors." 

The change has already seen support from investors. 95% of those that committed capital, including every advance-funding investor, approved the revised terms. Armada II's sponsor is also adjusting its founder shares proportionally. This update comes after Evernorth decided to expand its operations into Japan.

What comes next for the XRP treasury firm

The company has managed to raise more than one billion dollars from different investors. These institutions include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR.

Evernorth’s long-term strategy of the firm is to increase XRP-per-share through various ways including treasury management, capital allocation, and other processes.

The firm has announced that XRP-per-share and net asset value per share will be the measures for the investors once the stock begins to trade. The expected date for the completion of the merger is late third quarter or early fourth quarter 2026.