Evernorth Revises $1 Billion XRP Treasury Deal as Token Price Falls

Evernorth Holdings has revised the terms of its planned Nasdaq listing through a merger with special purpose acquisition company Armada Acquisition Corp. II, responding to a sharp decline in the price of XRP.

The crypto treasury company, which aims to build the largest publicly traded XRP reserve, initially structured the transaction using an assumed XRP price of $2.36. With XRP now trading near $1, Evernorth and Armada II have adjusted the more than $1 billion deal to better reflect current market conditions and protect incoming shareholders.

Under the revised structure, Evernorth will no longer rely on a fixed company valuation. Instead, the final number of shares issued will be determined using XRP's volume-weighted average price (VWAP) around the transaction's closing date.

Because XRP has fallen substantially from the price assumed in the original agreement, Evernorth would issue fewer shares at the fixed price of $10 each. However, every share would effectively represent a larger amount of XRP. The approach is intended to keep Evernorth shares closer to the net asset value of the XRP held in its treasury and reduce the risk of investors paying based on outdated valuations.

Evernorth currently holds 473,276,430 XRP, including more than 126 million tokens strategically contributed by Ripple when the agreement was signed. The XRP treasury was accumulated at an average price of $2.54, representing roughly $1.2 billion in investment. At an XRP price of approximately $1, those holdings are worth about $473 million.

The amended deal has received backing from investors representing more than 95% of committed capital, including all advance commitment investors. Armada II's sponsors have also agreed to proportionally reduce their founder shares to limit dilution.

Ripple, SBI Group, Pantera Capital, Arrington Capital, Kraken and GSR are among the major partners supporting the revised terms outlined in an updated Form S-4 filed with the U.S. Securities and Exchange Commission.

Evernorth CEO Ashish Birla, a former Ripple executive, said the changes are designed to preserve investor confidence while supporting the company's long-term strategy of bringing institutional capital into the XRP ecosystem. Evernorth's XRP accumulation plans remain unchanged, with the merger expected to close in late Q3 or early Q4 2026, subject to final SEC review.