TLDR Evernorth revised its private placement terms to link share issuance to XRP’s market value at closing. Investors representing more than 95% of committed capital agreed to the new terms,
Evernorth has amended the share terms tied to its planned merger with Armada Acquisition Corp. II. The company said the change will link share issuance at closing to XRP’s market value, rather than the $2.36 XRP price used when the original agreement was signed.
Under the revised structure, Evernorth will calculate shares issued to private placement investors using XRP’s volume-weighted average price at closing. Investors originally subscribed at $10 per share through advance or delayed funding arrangements.
The company said the adjustment should make its capital structure reflect the value of its XRP treasury more closely when the merger closes. The mechanism can increase or reduce the number of shares depending on XRP’s market price at that time.
Evernorth said investors representing more than 95% of committed capital have accepted the new terms. All advance funders also agreed to the amendment, including investors connected to Ripple, SBI Group, Pantera Capital, Kraken, GSR and Arrington Capital.
Armada II’s sponsor will also adjust its founder shares using the same proportional approach applied to advance funding investors. Evernorth said this structure spreads the changes across key stakeholders instead of placing the adjustment on one investor group.
The company said the revised agreement does not change its XRP holdings or treasury strategy. Evernorth plans to grow XRP per share through capital allocation, treasury operations and participation across the XRP ecosystem after the proposed listing.
Evernorth expects the structure to reduce the number of shares issued at closing if XRP’s value supports that outcome. Fewer shares would divide the company’s net asset value across a smaller share count, giving each share a larger claim on the XRP treasury.
The proposed business combination with Armada Acquisition Corp. II remains subject to SEC review and standard closing conditions. Evernorth expects the deal to close in late third quarter or early fourth quarter 2026.
The company filed the revised terms in an amended Form S-4 with the SEC. Evernorth said the changes aim to align the planned public market capitalization with the value of its XRP assets at closing.
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