Evernorth Prospectus Covers Up to 11.5 Million Warrant Shares

Evernorth Holdings Inc.’s Oct. 19 prospectus covers up to 11,499,992 shares issuable through existing public warrants, potentially yielding $132.2 million in gross proceeds without committing that cash to XRP purchases.

The figure refers to Evernorth Class A common shares, not XRP tokens. Each public warrant gives its holder the right to buy one share for $11.50. Evernorth would receive the full amount only if all the covered warrants were exercised for cash; the prospectus does not announce a completed issuance.

Evernorth expects to use any net proceeds for general corporate purposes. It has not designated the money for XRP purchases. If warrant holders later sell shares they receive through exercise, those sales would bring no proceeds to the company.

The warrant shares were included in a registration statement filed March 18 that became effective Aug. 27. An Oct. 13 amendment updated the registration after Evernorth completed its business combination with Armada Acquisition Corp. II on Oct. 9. Evernorth’s shares and warrants began trading on Nasdaq on Oct. 12 under XRPN and XRPNW, respectively.

Evernorth held approximately 473 million XRP as of Oct. 9 and uses XRP per share as its primary performance measure. Cash exercise of the warrants would add shares to that measure’s denominator without itself adding XRP to the treasury. Whether Evernorth later acquires enough XRP to offset the additional shares would depend on how it uses any proceeds.

The covered warrants expire on the fifth anniversary of the Oct. 9 closing unless redeemed earlier.