Evernorth Holdings, the Nasdaq-listed company that holds XRP as its main asset, filed on Monday 9 November the final prospectus that lets 21 of its investors resell up to 73,688,162 Class A shares. On Tuesday 10 November, the next trading session, Evernorth stock (ticker XRPN) fell 23.5% to close at $7.96, according to Nasdaq historical data. That close, at 16:00 New York time (21:00 UTC), left the shares 47.8% below their 28 October close of $15.26.
The 73.7 million figure is the one that travelled, and it is larger than the 26,094,680 Class A shares Evernorth had outstanding on 22 October. But most of those shares do not exist yet. About 19.1 million are tradable Class A shares today. The other 54.3 million would first have to be created by converting non-voting stock or exchanging units, and the company’s ownership caps block most of those conversions for now. The largest holders, Ripple and Michael Arrington’s fund, are also under lock-up until about 9 April 2027.
Evernorth has not commented on the 10 November fall, and it filed nothing else with the SEC that day. XRP lost 3.8% over the UTC day. What the final prospectus changed is narrower than the headline number: since 9 November, the named holders who are not under lock-up may sell the Class A shares they actually hold, whenever they choose, without a further SEC step.
Two filings, ten days apart: 30 October and 9 November
The registration did not appear out of nowhere this week. Evernorth first filed it as a Form S-1 on Friday 30 October, after the US market close (File No. 333-299739, EDGAR index), with the same 73.7 million share count. Cryptoast and CryptoSlate reported it on 5 November. The SEC declared the registration effective on 9 November, and Evernorth filed the final version, dated the same day, under Rule 424(b)(3) after the close.
The difference matters for anyone holding the stock. A preliminary S-1 is a draft: nobody can sell under it. The final prospectus, once the registration is effective, is the document that brokers rely on when the named holders sell. Evernorth receives no money from those sales, except the $11.50 per share it would collect if the 239,653 Sponsor Warrants included in the filing were exercised. It pays the registration costs; the sellers pay their own commissions.
Sales may be made “at prevailing market prices or at negotiated prices”, on the market or in private deals. The filing sets no date, no minimum and no obligation to sell. In the company’s words: “We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of the securities.”
What a resale registration is, in plain terms
Shares sold privately, to funds or partners before a listing, are “restricted” under US securities law. Their buyers cannot sell them on the open market unless the company registers them with the SEC or an exemption such as Rule 144 applies. For Evernorth, that exemption is closed for now: because it went public through a SPAC, a former shell company, Rule 144 becomes available at the earliest one year after the closing report it filed in October, the prospectus says. Until then, registration is the only public route, which is why its private investors were promised one in their subscription agreements.
A resale registration creates no new shares and raises no money for the company. It makes shares that some holders own, or may own later, sellable on Nasdaq; whether supply actually rises depends on the holders and on any lock-up that binds them.
Only 19.1 million of the 73.7 million registered shares exist today
The cover page breaks the total into four parts. The first is the only one that can be sold today without any further step.
| Part of the 73,688,162 registered shares | Shares | Who holds it | What has to happen before a sale |
|---|---|---|---|
| Class A shares already issued | 19,102,635 | 21 holders, led by SBI, Arrington and Ripple | Nothing, except where a lock-up applies |
| Class A shares from converting Class C stock | 31,392,746 | Arrington XRP Capital Fund and the SBI entities | Conversion, allowed only within ownership caps |
| Class A shares from exchanging Company Units | 22,953,128 | Ripple Labs and the Larsen Lam Children’s Remainder Trust | Exchange, within a 9.9% cap; Evernorth may pay cash instead |
| Class A shares from Sponsor Warrants | 239,653 | Arrington fund, Cohen & Company, Northland | Exercise at $11.50 a share |
Evernorth does not hide the gap. The registered total “substantially exceeds” the Class A shares outstanding, the prospectus says, adding: “That result is intended.” The company was bound by its subscription and contribution agreements to register every share those investors could one day receive, including the ones that sit behind non-voting stock and units.
Why the conversions are capped at 9.9%, 19.9% and 39.9%
Class C stock carries the same economic rights as Class A but no vote, and it is not listed and is subject to transfer restrictions. Company Units are interests in Pathfinder, the operating company below Evernorth, that can be swapped one for one into Class A. Both were used at the merger to keep the big contributors below set voting limits while giving them the full economic value of what they put in.
The limits are written into the company documents. No unit can be exchanged if it would lift the Ripple group (the “Contributor Group”) above 9.9%. No Class C share can be converted if it would lift the stake attributed to RippleWorks through the Arrington fund above 19.9%, or the SBI group above 39.9%. On 9 October, the day the merger closed, the three groups stood at about 9.9%, 19.9% and 39.9%. They were already at their ceilings.
In practice, the 54.3 million shares behind Class C and units can reach the market only if those percentages fall: if these holders sell Class A first, or if Evernorth issues enough new shares to dilute them. Whether and when those shares are issued depends on such changes and “may never occur”, according to the prospectus. Evernorth can also settle a unit redemption in cash, in which case no new share appears at all.
Who is named as a seller in the Evernorth prospectus
The selling holders’ table lists 21 names. Four groups, the Arrington fund, Ripple, SBI and the Larsen trust, account for 70.9 million of the 73.7 million registered shares. The “held now” column below counts only the Class A shares they own today; the rest of each line is Class C, units or warrants.
| Selling holder | Shares registered | Class A held now | Lock-up described in the prospectus |
|---|---|---|---|
| Arrington XRP Capital Fund (the Sponsor) | 33,822,498 | 4,704,137 | Yes, to about 9 April 2027 |
| Ripple Labs | 18,139,927 | 1,678,382 | Yes, to about 9 April 2027 |
| SBI group (four entities) | 11,790,952 | 9,431,914 | None described |
| Larsen Lam Children’s Remainder Trust | 7,153,450 | 661,867 | Yes, to about 9 April 2027 |
| Pantera DAT Opportunities Master Fund | 604,664 | 604,664 | None described |
| GSR Markets Switzerland | 500,000 | 500,000 | None described |
| gumi Inc. | 302,332 | 302,332 | None described |
| CNC Inversiones | 300,000 | 300,000 | None described |
| Payward (Kraken’s parent) | 250,000 | 250,000 | None described |
The Arrington fund’s line is the largest because 29,033,708 of its shares are Class C. Part of its stake, called the “DAT Side Pocket”, was bought with XRP supplied by RippleWorks, and the fund must obtain RippleWorks’ written consent for certain actions on those shares. Ripple’s line is mostly 16,461,545 Company Units; Chris Larsen, as Ripple’s controlling shareholder, has voting and dispositive control over its shares.
SBI is different. Its four entities, led by SBI Holdings USA with 6,529,787 Class A shares, 25.0% of the class in the prospectus table, already own most of their stake as ordinary Class A stock: 9,431,914 shares, against 2,359,038 in Class C.
Ripple, Arrington and the Larsen trust are locked until about 9 April 2027
At the closing on 9 October, three parties signed lock-up agreements with Evernorth: Ripple, the Sponsor and the Larsen trust. Without the company’s written consent, they may not sell, pledge, hedge through swaps or publicly announce a sale of their “Restricted Securities” until six months after the closing, about 9 April 2027, or earlier if Evernorth is liquidated, sold or merged in a deal that lets all shareholders exchange their shares.
Those restricted securities are the Class A shares and warrants the three received in the merger, plus any Class A shares they later obtain by converting Class C or exchanging units. The lock-up covered 7,044,386 Class A shares, about 29.8% of the Class A outstanding on 9 October, the exact sum of the Class A held by the three in the selling holders’ table. The exceptions include transfers to affiliates, gifts to family or trusts, gifts to charities, estate planning and bona fide pledges, as long as the new holder accepts the same lock-up.
The prospectus describes no lock-up for any other holder; the SPAC insiders’ earlier restrictions were replaced at the closing by the three agreements. That leaves 12,058,249 registered Class A shares, about 12.1 million, with holders outside those agreements, equal to about 46% of the 26.1 million Class A shares outstanding on 22 October. SBI’s entities hold 9.4 million of them. The document does not say whether SBI, Pantera, GSR, Kraken’s parent or the others have separate agreements of their own, and none of them has said publicly whether it intends to sell.
For crypto readers, the closest comparison is a token unlock: a known date after which a block of supply is allowed to move, with no certainty that it will. Here the April date applies to the Ripple side of the register; the filing gives no such date for the SBI shares.
XRPN fell 23.5% on 10 November while XRP fell 3.8%
XRPN began trading on 12 October, touched $19.39 in its first session and closed that day at $16.91. The table uses Nasdaq historical data (closing price and consolidated volume), each for the 16:00 New York close of the date shown.
| Date (2026) | Event | XRPN close | Day change | Shares traded |
|---|---|---|---|---|
| 22 October | $15.46 | -1.8% | 355,557 | |
| 28 October | Reference close | $15.26 | -0.1% | 303,096 |
| 30 October (Friday) | Preliminary S-1 filed after the close | $14.20 | -3.5% | 254,674 |
| 2 November (Monday) | First session after the S-1 | $11.70 | -17.6% | 926,232 |
| 4 November | $10.59 | -11.6% | 733,512 | |
| 6 November | Price printed in the final prospectus | $10.58 | +2.7% | 275,437 |
| 9 November | Registration effective, 424(b)(3) filed after the close | $10.41 | -1.6% | 368,755 |
| 10 November | First session after the final prospectus | $7.96 | -23.5% | 1,394,669 |
The two sharpest falls came in the first session after each filing. On 2 November the stock lost 17.6% while XRP was flat, at $1.248 at the end of the UTC day against $1.250 the day before (Yahoo Finance daily data). On 10 November it lost 23.5%, trading as low as $7.385, on 1.39 million shares, 3.8 times the volume of 9 November and the busiest session since 15 October. XRP closed the UTC day of 10 November at $1.056, down 3.8%.
Neither Evernorth, Ripple, SBI nor the Arrington fund has commented on the moves. Holders above 10% of the Class A, such as SBI Holdings USA, must report their trades on Form 4 within two business days; EDGAR listed no Form 4, and no Form 144, for Evernorth since 9 November when checked at 11:55 UTC on 11 November. The timing of the falls is on the record. Who sold on 10 November, and why, is not.
From 28 October to 10 November, XRPN lost 47.8% and XRP 20.3%, from a daily close of $1.324 to $1.056. Around 11:38 UTC on 11 November, XRP traded near $1.06, according to the Coindaro market snapshot, 17.2% lower than a week earlier.
Evernorth stock against its XRP: from about 2 times to about 1.3 times
Crypto treasury companies are often judged by one ratio, sometimes called mNAV: the company’s market value divided by the value of the coins it owns. Above 1 is a premium, below 1 a discount. The prospectus warns that the stock “may trade at a significant premium or discount” to the value of its XRP, and that the company is not required to publish its holdings or its net asset value daily.
A rough version can be rebuilt from public numbers. Evernorth held “approximately 473 million XRP” on 9 October, the latest count it has published. For the share side, the fair base counts every share that carries the economic value, not just the listed ones: 26,094,680 Class A, 31,392,746 Class C and 22,953,128 units, or 80,440,554 shares in all, as of 22 October.
| Input or result | 22 October | 10 November |
|---|---|---|
| XRPN closing price (Nasdaq) | $15.46 | $7.96 |
| Value of 80,440,554 shares | about $1.24 billion | about $640 million |
| XRP daily close (UTC day, Yahoo Finance) | $1.308 | $1.056 |
| Value of 473 million XRP | about $619 million | about $499 million |
| Ratio of the two | about 2.0 | about 1.3 |
| XRP value per share | about $7.69 | about $6.21 |
By that measure, buyers paid about twice the value of the XRP behind each share on 22 October, and about 1.3 times on 10 November. The calculation leaves out a lot: the company’s cash, its $30 million of 4% convertible notes due 2031, 9,283,847 warrants outstanding on 22 October, the costs of running the company and any XRP bought after 9 October. Treat it as an order of magnitude.
The prospectus also shows what the cash went into. Evernorth used $214.1 million raised from investors to buy 84,365,876 XRP, about $2.54 per XRP by our division. At XRP’s price around 11:38 UTC on 11 November, that XRP was worth roughly $89 million. Most of the treasury came in kind: investors contributed about 388.9 million XRP at the closing. Ether treasury companies also saw their third-quarter results swing with the token price, as our look at Sharplink and Bitmine’s third-quarter figures showed.
Evernorth can also sell new shares through its Cantor line
The resale prospectus is about existing investors. A separate tool lets Evernorth itself issue stock. Under a purchase agreement signed with Cantor on 23 October (Form 8-K), the company may sell Cantor up to 5,218,935 new Class A shares, 19.99% of the Class A outstanding before the deal unless shareholders approve more, at 97% of the volume-weighted average price, over about 14 months. It has no obligation to use it.
That line needed its own resale registration before Cantor could buy, and EDGAR shows it was declared effective on 30 October (File No. 333-299620). Evernorth has not disclosed any sale under it. The public warrants and the terms of the Cantor line are covered in our 22 October report on Evernorth’s warrants and the Cantor line.
Evernorth’s plan, as described in the prospectus, is to raise capital and buy more XRP when the stock trades at a premium to its holdings. By the estimate above, that premium was about 28% on 10 November, against about 100% on 22 October. Our XRP page explains the coin behind the company.
Dates and filings to watch
Sales under the registration need no Form 144, the notice used for Rule 144 sales. The filings that would show selling are Form 4 reports from directors, officers and holders above 10%, and amendments to the Schedule 13G and 13D reports of large holders. Evernorth’s first quarterly report as a listed company would give an XRP count and a cash figure after the closing.
The lock-ups on Ripple, the Arrington fund and the Larsen trust end around 9 April 2027. Any new issuance before then, through Cantor or otherwise, would lower the percentages that keep most of the 54.3 million convertible shares on paper.