Key Highlights
- Evernorth has amended its private-placement agreements tied to its proposed business combination with Armada Acquisition Corp. II.
- Share issuance at closing will now be based on XRP’s volume-weighted average price, replacing the original $2.36 reference price.
- Investors representing more than 95% of committed capital have accepted the revised terms.
Evernorth Holdings Inc., a digital asset treasury company, announced amendments to the subscription agreements for the private placement of its common shares linked to its proposed business combination with Armada Acquisition Corp. II. The changes adjust the transaction terms to the current value of the company’s XRP treasury.
The revised terms appear in an amended registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC) on August 12, 2026. Share issuance at closing will now depend on the volume-weighted average price of XRP at that time, rather than the $2.36 price used when the business combination agreement was signed.
Investors representing more than 95% of committed capital, including all advance funders, have accepted the revised terms. The Armada II sponsor has agreed to adjust its founder shares on the same proportional basis.
Who all are investing
Evernorth’s investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR. The business combination is scheduled to close in late third quarter or early fourth quarter of 2026, subject to SEC review and customary closing conditions.
Investors subscribed to the private placements at $10.00 per share. This would spread the net asset value across fewer shares, so each share represents a larger portion of the XRP treasury.
The adjustment mechanism operates in both directions according to the XRP value recorded at closing. Company holdings and strategy remain unchanged. Evernorth will continue focusing on growing XRP per share through capital allocation, ecosystem participation, and treasury operations.
Evernorth filed its initial filing in March
On March 18, 2026, Evernorth filed its initial S-4 registration statement with the SEC. That filing included a preliminary proxy statement for Armada Acquisition Corp. II shareholders and a prospectus covering up to 34,499,992 shares of Class A common stock and 11,499,992 warrants of Evernorth.
Once the SEC declares the registration statement effective, Armada II shareholders will vote on the transaction. If approved, the combined company will operate under the Evernorth name and list on Nasdaq under the ticker XRPN.
What it means for users
Public investors who acquire shares after the listing will receive exposure to the company’s XRP holdings under capitalization terms calculated from the XRP price at closing rather than the earlier $2.36 reference.
Existing private investors and the sponsor absorb the proportional adjustment. The company’s stated focus remains the accumulation of XRP per share through its operational activities. Users holding or considering XRP exposure through the eventual public vehicle will see the share count determined by the volume-weighted average price recorded at the closing date.
XRP price movement
At the time of this writing (August 13, 2026, at 2:00 pm UTC), XRP was trading at $1.00, down 0.83% over the past 24 hours and 3.74% over the prior week, according to CoinMarketCap. Market capitalization stood at $63.02 billion. Twenty-four-hour trading volume is approximately $940 million, equal to 1.5% of market capitalization, and fully diluted valuation is $100.54 billion.
Total supply remains at 99.98 billion XRP against a maximum supply of 100 billion. The circulating supply is 62.67 billion XRP, with 548.92 thousand holders recorded. Intraday price action on August 13 moved between roughly $0.99 and $1.01.
The weekly chart shows a gradual decline from levels near $1.04 earlier in the period, with intermittent recoveries that failed to hold above $1.03. The all-time high remains $3.84, set on January 4, 2018, whereas the all-time low is $0.002802, recorded on July 7, 2014. Recent price performance has remained within a narrow band centered near $1.00.
Also Read: IREN Stock Jumps 10% After Microsoft, NVIDIA AI Infrastructure Wins
