Evernorth Holdings has revised the share issuance terms for its proposed business combination with Armada Acquisition Corp. II, tying the number of shares investors receive to XRP’s market value at closing instead of the fixed $2.36 reference price used when the original agreement was signed. The company disclosed the amendment in an updated Form S-4 registration statement filed with the U.S. Securities and Exchange Commission.
Under the revised structure, the share count will be calculated using XRP’s volume-weighted average price at closing. Evernorth said the adjustment mechanism operates in both directions and is expected to reduce the number of shares issued at closing based on XRP’s current trading price. Because the company’s net asset value would be spread across fewer shares, each share would represent a larger portion of Evernorth’s XRP treasury.
Investors subscribed through a series of private placements at $10.00 per share, with most providing funding in advance and some on a delayed basis. More than 95% of committed capital has approved the amended terms, including all advance funders. Armada II’s sponsor has also agreed to adjust its founder shares on the same proportional basis. Evernorth founder and CEO Asheesh Birla said the revised approach is intended to preserve alignment among investors while supporting institutional access to the XRP ecosystem.
Evernorth’s investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR. The business combination is expected to close in late Q3 or early Q4 2026, subject to SEC review and customary closing conditions. Evernorth said its treasury strategy remains unchanged, with plans to grow XRP per share through capital allocation, participation in the XRP ecosystem, and treasury operations as it pursues a public-market debut.
