Ripple-Backed SPAC Closes Merger, Becomes a Nasdaq-Listed XRP Treasury Company

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• Evernorth Holdings Inc. filed an 8-K on October 9, 2026 reporting the closing of its business combination with Pathfinder Digital Assets LLC, with Ripple Labs contributing 126,791,458 XRP
• About 80.3% of the special purpose acquisition company’s public shares were redeemed, totaling roughly $195.4 million, before the combined company began trading on Nasdaq under the ticker XRPN on October 12, 2026
• The deal brings total XRP contributed and subscribed across all parties to roughly 388.7 million tokens, making Evernorth one of the largest publicly traded XRP treasury vehicles

Evernorth Holdings Inc., formerly known as Arrington Capital SPAC I and before that Armada Acquisition Corp. II, filed an 8-K with the SEC on October 9, 2026 confirming that its business combination with Pathfinder Digital Assets LLC had officially closed, completing a deal first agreed in October 2025 and amended the following August. The filing marks the transformation of a traditional blank-check acquisition vehicle into a publicly traded company built specifically to hold and manage a large XRP treasury.

As part of the closing, Ripple Labs contributed 126,791,458 XRP to the combined company in exchange for 18,139,927 company units, cementing Ripple’s role as a direct stakeholder in the new entity rather than merely an outside token issuer watching from the sidelines. Beyond Ripple’s own contribution, the filing details additional XRP commitments from other parties: Advance Funding Subscribers contributed roughly $214.05 million in cash plus 600,000 XRP, Delayed Funding Subscribers added $10.5 million in cash plus 200,000 XRP, the Arrington XRP Capital Fund contributed just over 211.3 million XRP, and the Larsen Lam Children’s Remainder Trust, tied to Ripple co-founder Chris Larsen, added another 50 million XRP, bringing the total XRP contributed and subscribed across all parties to approximately 388.7 million tokens.

The deal was not without friction at the shareholder level. The filing discloses that about 80.3% of the SPAC’s public Class A shares eligible for redemption were redeemed ahead of closing, totaling roughly $195.39 million at a redemption price of approximately $10.58 per share, leaving former public shareholders holding only about 21.8% of the combined company’s Class A shares once the dust settled. Such high redemption rates are common in SPAC mergers where public shareholders prefer to cash out rather than hold through a merger into a business substantially different from what they may have originally anticipated.

The underlying mechanics of the deal also reveal how sensitive it was to XRP’s own price swings between signing and closing. The filing notes a signing XRP price of $2.36609 against a closing XRP price of $1.43069, based on a three-day average of the CME CF XRP-Dollar Reference Rate, a decline of more than 39% that necessitated a sponsor forfeiture adjustment factor of 0.423264965 to rebalance the economics of the deal for all parties involved.

Following the domestication of the SPAC from the Cayman Islands to Delaware on October 8, 2026, and the closing of the mergers on October 9, the combined company’s Class A common stock and warrants began trading on Nasdaq under the tickers XRPN and XRPNW, respectively, starting October 12, 2026. The 8-K, filed with the SEC, also discloses major post-closing holders, including the Arrington XRP Capital Fund with roughly 19.9% of Class A shares and 91.0% of Class C shares, and SBI Holdings entities holding roughly 39.9% of Class A shares, underscoring how concentrated ownership of the new XRP treasury company remains among its founding backers.