Evernorth Holdings is reworking the pricing formula behind its Nasdaq listing after XRP's price dropped well below the level the deal originally assumed. The crypto treasury firm is switching to a volume-weighted pricing mechanism so its shares track the real value of its XRP reserve, and the plan already has backing from holders of more than 95% of committed capital.
Evernorth Holdings, the crypto treasury company building toward the largest public XRP reserve, is rewriting the terms of its Nasdaq listing merger with Armada Acquisition Corp. II, a deal valued at more than $1 billion. The trigger is XRP trading at around $1, far below the $2.36 the agreement originally assumed.
A VWAP formula replaces the fixed valuation
Instead of a fixed company valuation, Evernorth and Armada II are now tying the final number of shares to XRP's volume-weighted average price 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. That keeps investors' share of the treasury larger while holding the market price of the shares close to the net asset value of the tokens behind them.
A 473 million XRP treasury bought at $2.54
Evernorth currently holds exactly 473,276,430 XRP tokens, including a strategic contribution from Ripple of more than 126 million tokens made at signing. The reserve was accumulated at an average price of $2.54 per token, representing approximately $1.2 billion in investments. With XRP at $1, the market value of that reserve stands at around $473 million, which is what prompted the adjustment to keep public-market investors from overpaying against historical metrics.
Backers approve the revised Form S-4
The restructuring has already received support from holders of more than 95% of the committed capital, including every investor who made advance commitments. Armada II's sponsors have also agreed to proportionally reduce their founder-share holdings to protect the project from dilution. Ripple, SBI Group, Pantera Capital, Arrington Capital, Kraken and GSR remain among the key partners that approved the revised terms in the updated Form S-4 filed with the SEC.
According to Evernorth founder and CEO Ashish Birla, a former senior Ripple executive, the move preserves market confidence and protects the company's long-term strategy of attracting institutional capital to the XRP ecosystem. The deal does not change Evernorth's plans to keep accumulating tokens, and it is expected to close in late Q3 or early Q4 2026 following final SEC review.
Source: U.Today
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