XRP Price Drop Forces Evernorth To Rewrite Its $1B Nasdaq Deal

A Price Gap That Forced a Rethink

Evernorth Holdings, the crypto treasury firm targeting a Nasdaq listing under the ticker XRPN, has amended the terms of its planned $1 billion deal after $XRP traded far below the level assumed when the original agreement was signed.

The company is revising its listing terms through a merger with SPAC Armada Acquisition Corp. II, after XRP fell to around $1, well below the $2.36 price originally assumed in the agreement. That gap effectively made the original capital structure misaligned with the real value of Evernorth's underlying treasury.

Instead of using a fixed company valuation, the parties are switching to a flexible mechanism, with the final number of shares tied to XRP's volume-weighted average price (VWAP) at the time the deal closes. Because the token's price has fallen, Evernorth will issue fewer shares at a fixed price of $10.00 each, but each share will be backed by more XRP.

Investors Back the Revision

All advance funders, representing more than 95% of committed capital, have agreed to the revised terms, demonstrating continued support for Evernorth's strategy and public market debut.

The company currently holds a substantial XRP position. At current prices, Evernorth controls 473.27 million XRP worth roughly $473 million. 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's investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR, among others. Ripple Labs is contributing 126.79 million XRP to the deal, with institutional investors adding cash and XRP commitments.

The business combination is expected to close in late Q3 or early Q4 2026, subject to SEC review and customary closing conditions.

Sources:Evernorth official press release via PR NewswireXRP Price Shift Reworks Evernorth Shares, Bitcoin.com NewsRipple-Backed Evernorth Rewrites $1B Nasdaq Listing Formula, TradingView