Evernorth Holdings, Inc. has reset the terms of its proposed business combination with Armada Acquisition Corp. II so that investors will receive a share count tied to the value of XRP at closing rather than the $2.36 price used at signing. According to a company announcement, the amended Form S-4 adjusts the number of common shares issuable to investors based on the closing value of its XRP treasury.
What changed in the Armada II subscription terms
The update is designed to keep Evernorth’s capitalization aligned with the market value of its underlying XRP holdings. The company said all advance funders, representing more than 95% of committed capital, have agreed to the revised terms, and the Armada II sponsor will adjust founder shares on the same proportional basis. The shift echoes other listing and regulatory preparations in the digital asset sector, including The9 Investee Nanyang Biologics Moves Toward Nasdaq Listing with $1.5 Billion Valuation.
Why the XRP-linked reset matters for the Nasdaq path
Evernorth said its holdings and strategy remain unchanged, with the company continuing to focus on growing XRP per share and building the XRP ecosystem. Because the share count will be based on XRP’s value at closing, each outstanding Armada II share is expected to represent a larger interest in Evernorth based on current trading levels, while sponsors and funders accept proportional adjustments. That alignment matters for a public market debut, similar to the governance and compliance positioning in Bybit Appoints Peter Loo as Chief Legal & Compliance Officer to Advance Global Regulatory Strategy.
