**Evernorth Reworks $1B Nasdaq Deal as XRP Price Slides Below Original Estimate**
Evernorth Holdings, the Ripple-backed digital asset treasury firm pursuing a Nasdaq listing, has amended the terms of its roughly $1 billion merger with Armada Acquisition Corp. II — a move triggered directly by XRP's price performance since the deal was first signed.
**What changed**
The original agreement priced XRP at a fixed reference of $2.36 per token. With XRP now trading closer to $1, Evernorth has scrapped that fixed valuation in favor of a formula tied to XRP's volume-weighted average price (VWAP) at closing. [Pluang](https://pluang.com/en/news-feed/evernorth-ubah-syarat-xrp-menjelang-daftar-nasdaq) As of August 13, XRP was trading at roughly $1.006 — less than half the original benchmark. [Bitcoin News](https://news.bitcoin.com/featured/xrp-price-shift-reworks-evernorth-shares-before-its-nasdaq-debut/)
Private placement investors originally subscribed at $10 per share through advance or delayed funding arrangements, and under the revised structure, Evernorth will calculate shares issued using XRP's VWAP at closing rather than the fixed $2.36 price. [BitRss](https://bitrss.com/evernorth-makes-key-xrp-shift-ahead-of-nasdaq-listing-241030) The formula works in both directions, letting XRP's price at the time the deal closes determine how many shares participating investors ultimately receive. [Bitcoin News](https://news.bitcoin.com/featured/xrp-price-shift-reworks-evernorth-shares-before-its-nasdaq-debut/)
**Why it matters: fewer shares, more backing**
Because XRP has fallen well below the original reference, the new formula is expected to reduce the number of shares issued at closing — meaning each public Armada II share ends up representing a larger claim on Evernorth's XRP treasury. [Bitcoin News](https://news.bitcoin.com/featured/xrp-price-shift-reworks-evernorth-shares-before-its-nasdaq-debut/) In simple terms: fewer shares in circulation, but more XRP backing each one.
**Strong investor buy-in**
Investors representing more than 95% of committed capital have already accepted the new terms, including every advance funder — among them names tied to Ripple, SBI Group, Pantera Capital, Kraken, GSR, and Arrington Capital. [BitRss](https://bitrss.com/evernorth-makes-key-xrp-shift-ahead-of-nasdaq-listing-241030) Armada II's sponsor will apply the same proportional adjustment to its own founder shares. [BitRss](https://bitrss.com/evernorth-makes-key-xrp-shift-ahead-of-nasdaq-listing-241030)
**The bigger picture**
Evernorth, a Nevada-based treasury firm launched in October 2025, exists to build large-scale XRP reserves for public investors, deploying raised capital directly into open-market XRP purchases. [Yahoo Finance](https://finance.yahoo.com/news/evernorth-become-microstrategy-xrp-388m-194007473.html) The company's core XRP treasury strategy hasn't changed — only the share math — and the Armada II merger is still expected to close in late Q3 or early Q4 2026. [BitRss](https://bitrss.com/evernorth-makes-key-xrp-shift-ahead-of-nasdaq-listing-241030)
CEO Asheesh Birla framed the shift as a sign of continued conviction from backers, noting that preserving investor alignment remains central to the company's long-term push to build institutional access to the XRP ecosystem.
The episode underscores a broader theme: as digital asset treasury companies proliferate on public markets, token price volatility is now directly reshaping deal mechanics — not just balance sheets.
