Evernorth is changing the number of shares issuable to investors in connection with its proposed business combination with Armada Acquisition Corp. II, according to a filing with the U.S. Securities and Exchange Commission. The revised terms were set out in an amended Form S-4 registration statement submitted to the regulator. A Form S-4 registers the securities to be issued in a merger, and it must be declared effective by the SEC before the transaction can advance to a shareholder vote.

The company, which is seeking to become a publicly traded digital asset treasury through the transaction, said the amended subscription agreements tie the share count to XRP's value at closing, measured by its volume-weighted average price, rather than the $2.36 XRP price used when the business combination agreement was signed. According to Evernorth, the amendment is intended to align its capitalization with the market value of its underlying XRP holdings at closing. Listed crypto treasury companies hold a digital asset as their primary asset and give investors exposure to it through ordinary shares, a model that spread across the sector after bitcoin-focused firms such as Strategy (formerly MicroStrategy) popularized the approach. For such vehicles, how closely each share corresponds to the value of the tokens backing it is a central design question, and closing that gap ahead of a listing is what Evernorth says the amendment addresses.

Fewer Shares Could Mean a Larger Treasury Interest Per Share

Why is Evernorth reworking its Nasdaq deal before it even lists? Timing matters here this is happening ahead of the Armada II merger close, not after. The shift: XRP-per-share now floats with price at closing instead of a fixed $2.36 anchor, meaning share count adjusts to…

— 𝗕𝗮𝗻𝗸𝗫𝗥𝗣 (@BankXRP) August 14, 2026

Investors subscribed through a series of private placements at $10.00 per share, with most of the funding provided in advance and the remainder on a delayed basis, according to the company. Under the revised structure, the number of shares issuable at closing will be adjusted based on XRP's value at that time.

Evernorth said the restructuring is expected to reduce the number of shares issued at closing based on XRP's current trading price. With the company's net asset value spread across fewer shares, each share would represent a larger portion of Evernorth's XRP treasury. The company added that the adjustment mechanism operates in both directions, depending on XRP's value at closing.

The change is designed to address the difference between XRP's value at signing and its value at closing, prior to the planned public listing. Evernorth said the approach is intended to give public investors exposure on terms better aligned with the net asset value of each share, rather than on a valuation based on historical XRP prices.

Advance Funders Back Revised Terms

Investors representing more than 95% of committed capital, including all of Evernorth's advance funders, have agreed to the revised terms, the company said. The Armada II sponsor has also agreed to adjust its founder shares on the same proportional basis as the advance funding investors.

Evernorth said the sponsor adjustment is intended to share the impact of the restructuring broadly across stakeholders. Management and the company's founding investors believe the amendment will produce a capitalization structure that more accurately reflects the value of Evernorth's XRP holdings at closing.

Asheesh Birla, Evernorth's founder and chief executive, who previously held senior product leadership roles at Ripple, said the revised approach is intended to preserve alignment among investors while supporting the company's strategy of building institutional access to the XRP ecosystem. He also pointed to the advance funding group's support for the amended terms. (Market data: TradingView)

What Happens Next for XRP

Evernorth's investors include Arrington Capital, SBI Group, Ripple — the company most closely associated with XRP — Pantera Capital, Kraken and GSR, among others. Armada II is a special purpose acquisition company, the blank-check listing vehicle through which Evernorth would become publicly traded. The business combination is expected to close in late Q3 or early Q4 2026, subject to SEC review and customary closing conditions. The registration statement is not yet effective.

Evernorth and Armada II said shareholders will receive a definitive proxy statement and other relevant documents when available in connection with a vote on the proposed business combination.

Evernorth said its holdings and strategy remain unchanged. The company plans to focus on growing XRP per share through capital allocation, participation in the XRP ecosystem, and treasury operations as it pursues its planned public-market debut.