A complex corporate structure involving Ripple co-founder and executive chairman Chris Larsen has placed a nonprofit entity he co-founded in a position of significant influence over Evernorth, an XRP treasury company preparing for a Nasdaq listing. Regulatory filings submitted to the U.S. Securities and Exchange Commission (SEC) on March 18, 2026, reveal that RippleWorks Inc., a tax-exempt organization funded by Larsen, will hold substantial voting power in Evernorth through its investment in the Arrington XRP Capital Fund.
The arrangement centers on a merger between Evernorth and a special purpose acquisition company (SPAC), Armada Acquisition Corp. RippleWorks committed $500,000 in cash and more than 211 million XRP tokens to the Arrington XRP Capital Fund, which operates as the sponsoring entity in the deal. This contribution gave RippleWorks a majority position among the fund's limited partners, granting it indirect control over investment decisions tied to Evernorth.
Although the fund's general partner, Michael Arrington, holds formal voting authority, a binding agreement dated October 17, 2025, requires him to "consult with RippleWorks on any decisions directly related to the disposition or voting of Evernorth Holdings Inc. Stock" and "to vote such shares as directed by RippleWorks." This effectively allows the nonprofit to exert control without holding direct executive authority.
The SEC filing explicitly warns of potential conflicts of interest. It states, "The economic interests of the Sponsor diverge from the economic interests of holders of the Public Shares" and that "This structure may create potential conflicts of interest between Mr. Larsen’s duties to Ripple, his influence over RippleWorks’ investment in Arrington XRP Capital Fund, and the interests of Evernorth Holdings Inc. and its stockholders." The filing further notes Larsen's "dual roles and affiliations could give rise to situations where his interests as an executive of Ripple differ from or conflict with the interests" of public shareholders.
Additional entities connected to Larsen are involved. The Larsen Lam Children’s Remainder Trust plans to contribute 50 million XRP in exchange for over 1.8 million shares of Evernorth. Furthermore, Ripple itself is contributing over 126 million XRP tokens to the same transaction structure.
A notable financial mechanism ties the deal's outcome to XRP's price performance. If XRP increases in value before the deal closes, RippleWorks and Ripple receive additional shares in Evernorth through a contractual adjustment. However, if XRP remains flat or declines, both entities retain their allocations at a fixed valuation, creating an asymmetry that benefits the Larsen-linked entities.
Financial disclosures show RippleWorks reported $1.4 billion in assets during fiscal year 2024, with most funding originating from contributions linked to Larsen. The nonprofit generated 89% of its revenue by liquidating portions of those holdings.
