126.8 million XRP now underpin a public listing, priced by CME and converted to equity at defined triggers

126.8 million XRP now underpin a public listing, priced by CME and converted to equity at defined triggers.

The amended SEC filing from Evernorth Holdings Inc. reveals that Ripple Labs Inc. transferred 126,791,458 XRP tokens into the company in exchange for equity, a contribution now structured to anchor a U.S. public market debut. The tokens are not held as speculative assets. They are priced using CME CF reference rates—designated as the 'Signing XRP Price' and 'Closing XRP Price'—which directly determine how many shares Ripple receives. If XRP’s value shifts between signing and closing, adjustment shares recalibrate the equity stake. That pricing mechanism ties a volatile digital asset to a regulated financial outcome.

The transaction, structured through a SPAC merger with Armada Acquisition Corp. II and Pathfinder Digital Assets LLC, also includes $214.05 million in upfront capital and additional staged funding. Investor protections are built into the framework, ensuring proportional benefits based on contribution timing and form—whether cash or XRP. Share classes are split into Class A, Class B, and Class C, each with defined economic and voting rights, setting the governance model before trading begins.

Ownership disclosures map out how equity will be distributed post-closing: public shareholders, institutional backers, the SPAC sponsor, and Ripple. No single class dominates outright, but the structure ensures that Ripple’s stake is fixed only after market-based pricing is applied. This is not a treasury reserve or a sidecar investment. It is a direct, rule-bound conversion of a digital token into a component of public company capital. The transaction clears a path for a crypto asset to serve as foundational equity in a regulated U.S. listing.