Evernode Holdings, a crypto treasury company backed by Ripple, revised the terms of a Nasdaq listing worth more than $1 billion to reflect XRP's price decline, blockchain outlet U.Today reported on Aug. 13.
Evernode redesigned the listing structure for its merger with special purpose acquisition company Armada Acquisition Corp II. The key change is that it dropped a fixed enterprise valuation and shifted to a flexible structure linked to XRP's volume-weighted average price (VWAP) at deal closing. The original agreement assumed an XRP price of $2.36, but the current price has fallen to about $1. The two sides recalculated the deal terms in a way favorable to future shareholders.
Under the new structure, the $10 per-share issue price remains unchanged, but Evernode will issue fewer shares because of the lower XRP price. Instead, each share will be backed by more XRP. For investors, the structure aims to increase their ownership share of the fund's financial assets and align the stock's market price as closely as possible with the token's net asset value (NAV).
Evernode holds a total of 473,276,430 XRP. Of that, Ripple strategically contributed more than 126,000,000 XRP at the contract-signing stage. The reserve was accumulated at an average price of $2.54, with a total investment of about $1.2 billion. With XRP down to around $1, the current market value has fallen to about $473 million. Evernode made the adjustment in advance to avoid a situation in which public market investors pay an excessive price if it lists based on the previous benchmark valuation.
Investors participating in the financing commitments also agreed to the revised terms. Holders of more than 95 percent of the committed capital supported the restructuring, and all investors participating in the pre-investment commitments approved it. The Armada II sponsor also agreed to proportionally reduce founder shares to prevent dilution.
The revised terms were reflected in the latest S-4 filing submitted to the U.S. Securities and Exchange Commission. Major partners including Ripple, SBI Group, Pantera Capital, Arrington Capital, Kraken and GSR have approved the changes.
Ashish Birla (애시시 벌라), Evernode's founder and chief executive officer, said the adjustment is a measure to maintain market trust. He said the decision is intended to preserve market confidence and protect the company's long-term strategy to draw institutional funds into the XRP ecosystem.
The listing structure has changed, but the plan to continue accumulating XRP remains unchanged. Evernode expects the deal to be formally completed after the U.S. SEC's final review in late the third quarter of 2026 or early the fourth quarter. The outcome of the review and the XRP price at the actual closing will be expected to directly affect the final share count and the per-share asset composition.