Evernorth Holdings Inc. has completed a business combination with Pathfinder Digital Assets LLC, a company backed by Ripple Labs Inc., according to an October 9, 2026, filing with the Securities and Exchange Commission. The transaction was executed pursuant to a Business Combination Agreement dated October 19, 2025, and was approved by shareholders at an Extraordinary General Meeting held on September 30, 2026.
Following the closing, the combined entity, Evernorth Holdings Inc., is a Nevada corporation with its principal executive offices located at 600 Battery St. in San Francisco, California. The company’s Class A common stock and warrants are listed on The Nasdaq Stock Market LLC under the ticker symbols XRPN and XRPNW, respectively.
The deal was structured as a merger involving Evernorth Company Merger Sub LLC, Evernorth Corporate Merger Sub Inc., and Arrington Capital SPAC I Inc., formerly known as Armada Acquisition Corp. II. In connection with the merger, the SPAC underwent a domestication process on October 8, 2026, one day prior to the closing, transferring its incorporation from the Cayman Islands to the State of Delaware.
Shareholder redemptions played a significant role in the transaction. Holders of 18,463,753 Class A ordinary shares, representing approximately 80.3% of the shares with redemption rights, exercised their right to redeem their shares for cash at a price of approximately $10.58 per share. This resulted in an aggregate redemption amount of approximately $195.39 million.
Private placements were also executed at the closing. Evernorth issued an aggregate of 10,123,015 shares of Class A Common Stock and 2,905,659 shares of Class C Common Stock to Advance Funding Subscribers in exchange for approximately $214.05 million in cash and 600,000 XRP tokens. Additionally, the company issued 663,510 shares of Class A Common Stock to Delayed Funding Subscribers in exchange for $10.5 million in cash and 200,000 XRP tokens.
Ripple Labs contributed 126,791,458 XRP tokens to Pathfinder Digital Assets LLC in exchange for 18,139,927 Company Units. Other subscription agreements were executed with Arrington XRP Capital Fund, LP, and Larsen Lam Children’s Remainder Trust, an investor affiliated with Ripple, for the issuance of various equity interests and XRP tokens.
The filing also includes unaudited pro forma condensed combined financial information. This data reflects the combined historical financials of the entities involved, adjusted to give effect to the transactions as if they had occurred on June 30, 2026. The pro forma balance sheet indicates a total asset position of approximately $425.2 million, largely driven by digital assets and cash held in the trust account.
