What is Evernorth, who backs it, and how much XRP does it hold?

The full answer

Who backs Evernorth? Evernorth’s 27 August 2026 release lists its investors as “Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR, among others” [1]. SBI said in its October 2025 announcement that “SBI Group will contribute $200 Million in cash” and that Evernorth was expected to raise over $1 billion in total [5].

Evernorth Holdings described itself on November 4, 2025 as a newly formed Nevada corporation. It is going public by merging with Armada Acquisition Corp. II, a special purpose acquisition company listed on Nasdaq [3][1]. Its founder and chief executive is Asheesh Birla [1]. Yahoo Finance described him on March 20, 2026 as a former senior Ripple executive who left to launch the company in 2025 [7].

In its August 27, 2026 announcement, Evernorth listed its investors as Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR, “among others” [1]. Yahoo Finance reported that Arrington Capital also serves as Armada II’s sponsor [7].

SBI is the one backer with a published cash figure. SBI Holdings said on October 21, 2025 that SBI Group would contribute $200 million in cash, and that Evernorth was expected to raise a total of over $1 billion [5]. SBI’s announcement described Evernorth as a company established to promote the adoption of XRP [5]. FXStreet reported on August 28, 2026 that Evernorth had earlier claimed more than $1 billion in gross proceeds and committed capital from investors including Ripple, SBI Group, Pantera Capital and Kraken [11].

II, a Nasdaq-listed special purpose acquisition company, and Evernorth says that “at closing” it will be a publicly traded digital asset treasury [1].

FXStreet wrote on 28 August 2026 that “Evernorth earlier claimed that it secured more than $1 billion in gross proceeds and committed capital” [11].

How much of Evernorth do Ripple, SBI and other backers own, and who controls it?

Crowdfund Insider reported in September 2026 that Ripple Labs is currently Evernorth’s sole stockholder and that ownership will broaden after the merger [10]. The November 4, 2025 SEC filing sets out how the backers become shareholders at closing [4]:

• Advance funders subscribed for Class A shares with $214.05 million in cash and 600,000 XRP.
• The sponsor, Arrington XRP Capital Fund, signed a Series C subscription paid with 211,319,096 XRP.
• Ripple agreed to contribute 126,791,458 XRP for company units, which convert one-for-one into Class A shares at closing.

The terms later changed. In a 2026 announcement filed with the SEC, Evernorth said it would reset the deal from XRP’s $2.36 price at signing to XRP’s value at closing. The company said this was expected to reduce the total share count, so each share would represent a larger part of the treasury [8]. Evernorth said investors holding more than 95% of committed capital, including all of its advance funders, agreed to the revised terms [8]. In a communication filed with the SEC, the company said the transaction reset adjusts for the change in XRP’s price from $2.36 at signing to its value at closing, and that this is expected to reduce the total share count so each common share represents a larger percentage of the treasury.

Evernorth lists “management ensuring operational independence” among its forward-looking statements [3]; that is a stated expectation, not a disclosed governance arrangement.

How much XRP does Evernorth hold?

Evernorth’s own figure is more than 473,276,430 XRP “purchased and committed,” reported on November 4, 2025 [3]. Part of that total was XRP promised to the company rather than delivered at that date. CoinDesk reported on March 19, 2026 that the S-4 filing showed Evernorth and its affiliate Pathfinder Digital Assets held about 473.1 million XRP on December 31, 2025 [6]. FXStreet reported on August 28, 2026 that Evernorth held 473.2 million XRP, worth about $653.4 million according to CoinGecko data at that time [11].

Where did its XRP come from: open-market buying or Ripple and other large holders?

Most of it came from large holders. CoinDesk reported on March 19, 2026 that the S-4 “shows the treasury did not come only from open-market buying” [6]. In CoinDesk’s account, Evernorth used $214.1 million in cash to buy 84.4 million XRP. Ripple contributed 126.8 million XRP to Pathfinder under a contribution agreement, and the sponsor contributed 211.3 million XRP through its Series C subscription [6]. Evernorth’s November 4, 2025 release said the cash purchase was paid from part of the $214 million raised in its advance funding private placement [3].

Subtracting those three amounts from 473.1 million leaves about 50.6 million XRP that CoinDesk’s report does not attribute to any source.

CoinDesk, reporting on the S-4, wrote that “the treasury did not come only from open-market buying” and that Ripple contributed 126.8 million XRP to Pathfinder [6]. ## At what average price did Evernorth acquire its XRP?

Only the cash purchase has a published price. Evernorth said on November 4, 2025 that it bought 84,365,876 XRP at an average of $2.53657058 per XRP [3]. CoinDesk rounded this to about $2.54 [6].

The contributed XRP was priced differently. The November 4, 2025 filing set a “signing XRP price” of $2.36609, calculated as a volume-weighted average on the CME CF XRP-Dollar Reference Rate, New York Variant [4]. That figure sets deal terms. It is not what Ripple or the sponsor paid for their XRP, and the 2026 reset moves the pricing to XRP’s value at closing [8].

Prices fell after the purchases. CoinDesk reported XRP trading at $1.45 on March 19, 2026, about 35% below Evernorth’s average purchase price [6]. The S-4 recorded a $233.7 million digital asset impairment for 2025 under U.S. accounting rules [6].

When does Evernorth go public?

Evernorth filed its S-4 registration with the SEC on March 18, 2026, Yahoo Finance reported [7]. On August 27, 2026, Evernorth said the SEC had declared the registration statement effective [1]. Armada shareholders of record on August 20, 2026 were called to vote on the deal on September 30, 2026 [1]. The company said the combined business is expected to trade on Nasdaq as XRPN, subject to completing the merger and meeting listing conditions [1]. At that time it expected the deal to close in late in the third quarter or early in the fourth quarter of 2026 [1]. The page on what the Nasdaq listing changes covers whether listing itself brings new XRP buying.

One new financing depends on that closing. On September 11, 2026, Evernorth agreed to issue $30.0 million of 4.00% Convertible Senior PIK Notes due 2031. The buyer is NH Investment & Securities, acting as trustee of a Kyobo AIM private investment trust [9]. The 8-K, dated September 17, 2026, says the notes will be issued only when the merger closes, which it expected during the fourth quarter of 2026. It says the proceeds will go to general corporate purposes, including buying XRP [9]. Crowdfund Insider noted on September 22, 2026 that if the deal fails, the notes are never issued and no new capital arrives [10].

Crowdfund Insider wrote that the convertible notes are part of how Evernorth “aims to avoid forced sales” [10]; whether a treasury company could still be pushed to sell is examined in could an XRP treasury company be forced to sell its XRP.

What does Evernorth say it will do with its XRP?

Evernorth does not describe itself as a passive holder. On August 27, 2026, it said it will allocate capital to XRP-based infrastructure and run treasury strategies designed to grow XRP per share [1]. It set itself apart from earlier digital asset treasury companies that focused mainly on buying and holding [1]. Its November 4, 2025 release used the phrase “Unlike ETFs” to describe yield, ecosystem and capital-markets strategies [3]. The page on how Evernorth differs from an XRP ETF compares the two structures.

CoinDesk reported on March 19, 2026 that the S-4 plans to use Ripple’s RLUSD stablecoin in RLUSD/XRP liquidity pools. The filing also plans to lend XRP, provide automated market-maker liquidity and run covered calls and cash-secured puts [6]. Those plans are detailed in what Evernorth plans to do with its XRP. For other listed companies holding XRP, see which public companies besides Evernorth hold XRP.

Evernorth Holdings describes itself as “a digital asset treasury company that holds XRP and will be actively participating in the XRP economy by allocating its capital to XRP-based infrastructure,” in its release of 27 August 2026 [1].

What are the main risks and criticisms?

The yield plan was untested when the company filed. Yahoo Finance wrote on March 20, 2026 that the strategy to grow XRP per share “hasn’t been tested at scale.” It also said the XRP Ledger’s native lending protocol had not fully launched, and called the pools and options strategies “plans on paper, not proven revenue streams” [7].

Redemptions are a second risk. Yahoo Finance noted that Armada shareholders can redeem their shares, which would reduce the capital Evernorth has for buying XRP [7]. The August 27, 2026 filing lists the same risk, along with the risk that XRP’s price falls before or after closing and drags on the value of the shares [2]. The $233.7 million impairment for 2025 shows that price exposure has already reached the accounts [6]. The page on whether an XRP treasury company could be forced to sell looks at what happens if those pressures build.