Key Highlights
- Evernorth Holdings reported approximately 473 million XRP as of its October 9 SPAC merger closing..
- An updated prospectus filed with the U.S. Securities and Exchange Commission (SEC) on October 13 covers up to 11,499,992 Class A shares issuable upon warrant exercise.
- Cash exercise of all covered warrants at $11.50 per share could generate approximately $132.2 million, depending on whether holders exercise them.
Evernorth Holdings, the XRP treasury company backed by Ripple, reported approximately 473 million XRP in holdings as of its October 9 merger closing. Its latest SEC filing also details the ownership and voting stakes of SBI and Ripple.
SBI holds 21.4% of the common stock with 39.9% of the voting power, while Ripple holds 3.0% of the common stock and 7.1% of the voting power. The filing also discloses a $30 million convertible note.
The company filed an updated prospectus with the SEC on October 13, following its October 9 merger closing with Arrington Capital SPAC I and Pathfinder Digital Assets. Evernorth’s shares began trading on Nasdaq under the ticker XRPN on October 12.
What the updated SEC filing covers
The document updates an earlier registration statement that the SEC declared effective on August 27. It covers up to 11,499,992 Class A shares that may be issued when holders exercise public warrants at $11.50 per share.
Evernorth will receive no proceeds from warrant holders’ resales of the shares, but it could receive cash if holders exercise the warrants.
If all covered warrants were exercised for cash at $11.50 per share, Evernorth could receive approximately $132.2 million. This is a hypothetical amount, not cash received at the merger closing, and actual proceeds would depend on whether holders exercise their warrants and the applicable exercise method.
The prospectus remains preliminary, with the latest stock and warrant prices left blank.
Merger closing and XRP contributions
Evernorth’s merger with Arrington Capital SPAC I, formerly Armada Acquisition Corp. II, and Pathfinder Digital Assets closed on October 9.
According to the filing, holders of 18,463,753 public shares, representing approximately 80.3% of eligible shares, redeemed them for cash at roughly $10.60 per share. That left approximately 4.5 million public shares outstanding.
The transaction generated about $272.6 million in gross cash, comprising approximately $224.6 million from private placements and $48 million from the SPAC trust account.
Investors also contributed approximately 388.9 million XRP in kind, including 126.8 million XRP from Ripple.
The final terms reflected changes in XRP’s market price. The deal was originally structured in October 2025 using an XRP price of $2.36609. Following an amendment in August, contributed XRP was valued at the October 9 closing price of $1.43069, resulting in fewer shares being issued to investors.
XRP holdings and planned investment strategy
Evernorth describes itself in the filing as a “purpose-built vehicle for investment in XRP” and names BitGo as its custodian.
The company said all its XRP is held in cold storage. BitGo’s approximately $250 million insurance policy is shared among its clients rather than dedicated solely to Evernorth. The filing said the policy amount equaled roughly 36.9% of the value of Evernorth’s XRP holdings as of October 9.
Evernorth appointed Hugo Jeandesboz, a former Coinbase Asset Management executive, as chief investment officer to oversee its XRP holdings. Jeandesboz will oversee the company’s XRP investment strategy as Evernorth develops its proposed treasury activities.
Evernorth plans to seek returns through strategies including covered calls, cash-secured puts, lending XRP to institutions and participating in decentralized finance (DeFi) activities.
The company identified Japan and South Korea as initial expansion markets. It also said it would not participate in staking because the XRP Ledger does not use proof-of-stake consensus, and it did not expect material ecosystem deployment before the fourth quarter of 2026.
These are company plans, and the filing does not establish that they will generate a particular level of income.
Ownership and voting restrictions
The prospectus distinguishes economic ownership from voting power. As of October 9, Evernorth had 23,638,882 voting Class A shares and 31,392,746 non-voting Class C shares outstanding.
The filing sets voting caps for Ripple-linked holders and the SPAC sponsor, meaning their voting power does not directly match their economic interest.
| Holder | Share of common stock | Share of voting power |
| Arrington XRP Capital Fund (sponsor) | 61.4% | 19.9% |
| SBI | 21.4% | 39.9% |
| Public shareholders | 8.8% | 20.5% |
| Ripple | 3.0% | 7.1% |
Ripple and related entities are subject to a combined voting cap of 9.9%. The filing says the remainder of their economic interest is held through Pathfinder units that can be exchanged into shares.
Ripple Chief Legal Officer Stuart Alderoty sits on Evernorth’s board. The filing identifies potential conflicts of interest associated with that role and with Ripple executives acting as advisers.
$30M convertible note adds potential cash obligations
On October 12, Evernorth issued $30 million in convertible notes carrying 4% interest and maturing in 2031 to a Kyobo trust. The notes have a conversion price of approximately $10.20 per share.
The holder can elect cash settlement upon conversion. Under the terms described in the filing, the resulting cash obligation could reach approximately $120 million, depending on the applicable conditions.
The notes also include default triggers tied to digital-asset losses of $30 million or more and security breaches affecting the company’s keys.
The potential $120 million obligation is conditional and should not be interpreted as an amount currently due.
XRP impairment drives first half loss
Evernorth reported a net loss of $188.1 million for the first half of 2026, driven largely by a $264.1 million impairment charge on its XRP holdings.
The company accounts for XRP at cost less impairment rather than measuring its holdings at fair value. Under that approach, a decline in value can lead to an impairment charge, while a subsequent price increase does not automatically appear as a corresponding gain in the accounts.
The filing said XRP closed at approximately $1.50 on October 7 and traded between $0.98 and $3.10 over the preceding 12 months.
Pro forma figures showed approximately $75.7 million in cash after the merger closing. The company reported nine employees.
The filing also listed Chief Executive Asheesh Birla’s base salary at $50,000 and a target equity award valued at $44 million. The equity figure is a target award, not a cash salary.
Earlier filing involved 415,000 shares
Evernorth corrected an earlier filing to show 1,078,613 Class A shares issued to delayed-funding investors, up from the previously reported 663,510 shares.
The company attributed the 415,103-share difference to a clerical error. The correction preceded the October 13 prospectus, which provides further details about warrant exercises, ownership, financing and risk disclosures.
Evernorth flags regulatory and market risks
Evernorth warned that a ruling that XRP is a security could expose it to investment-company regulation. It also said it has no operating history or revenue and cautioned that its shares could trade at a significant premium or discount to the value of its XRP holdings.
The filing further notes restrictions on resales under Rule 144 because the SPAC was a shell company. Major holders are subject to lock-up restrictions that extend until six months after the merger closing, subject to the applicable terms.
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