Evernorth Holdings, the Ripple-supported company building a large XRP treasury, has amended key terms of its planned public listing through a merger with Armada Acquisition Corp. II. The changes, detailed in an updated Form S-4 filing with the U.S. Securities and Exchange Commission on August 13, adjust how shares are allocated based on XRP’s market price at closing rather than a fixed earlier valuation.

Revised Terms Align Shares With Current XRP Value

Originally, the private placement and related agreements valued XRP at $2.36 when determining investor share allocations. Under the amended structure, the final share count will instead use XRP’s volume-weighted average price near the transaction closing date. Private-placement investors continue to subscribe at a fixed $10 per share, but the amount of XRP represented by each share will adjust with the token’s market price.

If XRP trades below the original $2.36 level at closing, Evernorth would issue fewer shares overall. Each outstanding share would then represent a larger portion of the company’s XRP holdings. The adjustment is designed to keep the company’s capitalization closer to the net asset value of its treasury and limit the risk that public investors face valuations based on outdated prices.

Investors representing more than 95 percent of committed capital have approved the revised terms, including all of Evernorth’s advance funders. Armada Acquisition Corp. II’s sponsors have also agreed to reduce their founder shares proportionally so the impact is shared more evenly across stakeholders.

Treasury Holdings and Backing

Evernorth has raised more than $1 billion from a group of investors that includes Ripple, SBI Group, Pantera Capital, Arrington Capital, Kraken and GSR. The company currently holds 473,276,430 XRP. That total includes more than 126 million tokens contributed by Ripple when the original agreement was signed. The tokens were accumulated at an average price of about $2.54, representing roughly $1.2 billion in total investment. At recent prices near $1, the holdings are valued at approximately $473 million.

The company’s strategy centers on growing the amount of XRP and net asset value behind each share through treasury management and broader participation in the XRP ecosystem. Once public, XRP-per-share and net-asset-value-per-share figures are expected to serve as primary performance metrics for investors.

Path to Nasdaq and Market Reaction

The business combination is targeted to close in late third quarter or early fourth quarter of 2026, subject to final SEC review, stockholder approval and customary closing conditions. Upon completion, the combined company would list on Nasdaq and provide public-market access to an XRP-focused treasury vehicle.

Shares of Armada Acquisition Corp. II, trading under the ticker XRPN, reached a year-to-date high of $10.50 in premarket trading on Thursday. The stock closed the prior session at $10.48. XRP itself has traded in a range near $1 to $1.02 in recent sessions.

Evernorth’s core objective remains the accumulation and productive use of XRP as institutional interest in the token for payments and settlement continues to develop. The amended structure is intended to maintain alignment between the company’s share capital and the underlying value of its treasury as the listing process advances.