Evernorth Holdings is changing the structure of its planned Nasdaq listing after XRP fell well below the price used when its merger agreement was signed.
The XRP-focused treasury company and Armada Acquisition Corp. II have revised their planned business combination so that the number of shares issued will be determined using XRP’s volume-weighted average price (VWAP) at closing, rather than the original $2.36 XRP reference price.
The change is important because Evernorth’s entire investment proposition is built around owning a large XRP treasury.
Instead of allowing the original assumptions to remain unchanged as XRP trades lower, the revised structure is designed to keep the relationship between Evernorth’s shares and the XRP held by the company more closely aligned.
XRP Price Changes the Merger Formula
Under the original transaction structure, XRP was valued at $2.36 when the deal was signed.
XRP is now trading around $1, according to reports published alongside the revised transaction. That creates a significant difference between the assumptions used when the agreement was negotiated and the value of the underlying digital asset today.
The revised structure addresses that difference by tying the final share issuance to XRP’s price at closing.
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Shares remain priced at $10 each, but a lower XRP price means fewer shares are needed to represent the company’s XRP treasury under the revised formula.
That distinction is important.
The company is not simply cutting the value of the transaction because XRP has fallen. Instead, it is adjusting the number of shares so that investors receive exposure based on the actual XRP price used at closing.
The objective is to make the public company’s capitalization more closely reflect the assets backing it.
Evernorth Already Holds Hundreds of Millions of XRP
Evernorth’s XRP position is the foundation of the entire transaction.
The company currently holds 473,276,430 XRP, according to reporting on the revised deal. At an XRP price of roughly $1, that puts the treasury at approximately $473 million in market value.
The position is considerably larger when measured against the original acquisition assumptions.
Evernorth’s XRP treasury was accumulated at an average price reported at around $2.54 per token, meaning the decline in XRP has materially changed the dollar value of the assets supporting the planned public listing.
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That is precisely why the new formula matters.
For a crypto treasury company, the underlying asset price can dramatically change the economics of a merger.
If Evernorth had kept the original XRP reference price while XRP traded substantially lower, the resulting public-company structure could have created a mismatch between the number of shares issued and the actual value of the XRP treasury.
The revised terms attempt to reduce that mismatch.
Investors Have Backed the Changes
The restructuring has already received substantial support.
More than 95% of committed investors approved the revised transaction terms, according to reports on the deal.
That gives Evernorth and Armada a stronger path toward completing the merger despite the significant change in XRP’s market price.
The transaction involves Armada Acquisition Corp. II, which entered into the business combination agreement with Evernorth and related entities in October 2025. SEC filings confirm the planned transaction and the involvement of Ripple Labs in the structure.
The deal remains subject to the required regulatory and closing conditions.
Reports indicate that completion is expected later in 2026, although the final timing remains dependent on the transaction process.
What the New Structure Means for XRP Investors
The revised deal does not automatically create buying pressure for XRP.
That is an important distinction.
Evernorth already has a substantial XRP treasury, and the revised merger terms primarily change how the public-company shares are calculated against that treasury.
However, the structure does highlight an increasingly important trend in the XRP market: public companies are building investment vehicles around direct XRP ownership.
Related: Can XRP Reach $5? Supply, ETFs, XRPL Adoption and the Road Ahead
Evernorth is effectively trying to give traditional-market investors a way to gain exposure to an XRP-focused corporate treasury through a Nasdaq-listed company.
That creates an interesting bridge between the cryptocurrency market and conventional equity markets.
If the merger closes, investors would have another publicly traded vehicle whose financial performance is closely connected to XRP.
The Bigger XRP Treasury Story
The Evernorth transaction comes as crypto treasury companies become a growing part of the digital-asset market.
Bitcoin pioneered the model through companies that accumulated large BTC reserves. Other firms have subsequently developed treasury strategies around assets including Ethereum, Solana and XRP.
Evernorth is attempting to establish the same concept around XRP.
The attraction is straightforward: investors can obtain exposure to a company holding a large XRP reserve without having to directly custody XRP themselves.
But there are also risks.
A public XRP treasury company can trade at a premium or discount to the value of its underlying tokens. Its share price can also be affected by dilution, financing decisions, operating expenses, and investor sentiment.
Therefore, buying shares in Evernorth would not necessarily be equivalent to buying XRP.
The revised merger formula is designed to address one part of that equation by making the initial share issuance more responsive to the actual XRP price.
What Happens Next?
For XRP holders, the most important development is now the completion of the transaction.
If Evernorth successfully reaches Nasdaq, the company could become one of the most significant publicly traded XRP treasury vehicles.
Its existing 473.27 million XRP position gives it a substantial starting point.
The next question is whether Evernorth continues accumulating XRP after becoming a public company and whether its treasury strategy can generate additional value for shareholders.
That could become particularly interesting during a future XRP rally.
A higher XRP price would increase the dollar value of Evernorth’s underlying treasury, while a sustained decline would create the opposite effect.
For now, the revised merger terms show something important about crypto treasury companies:
When the underlying token moves dramatically, the corporate structure has to adapt.
Evernorth is doing exactly that.
The company is no longer relying on the $2.36 XRP assumption used when its Nasdaq deal was signed. Instead, the final share issuance will be tied more closely to where XRP actually trades when the transaction closes.
For XRP investors, that makes the Evernorth merger one of the more important corporate developments to watch as the market moves into the second half of 2026.
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