Evernorth Holdings Inc. has signed a conditional share-sale facility that could provide funds for additional XRP purchases, while leaving the decision to issue new shares with the company.
The Oct. 23 agreement names CF Principal Investments LLC, which the filing refers to as Cantor, as the buyer. It covers up to 5,218,935 newly issued Class A shares. Evernorth may choose to sell all, part or none of that allotment.
The prospectus estimates as much as $80.7 million in gross proceeds if the full allotment is priced at XRPN's $15.46 closing price on Oct. 22. Under the agreement, the purchase price generally equals 97% of the volume-weighted average price during the applicable purchase period. At that rate, the prospectus's illustrative table lists a $78.3 million purchase price; the actual proceeds would depend on the number of shares sold and their prices.
The prospectus also gives $78.3 million as its estimate of net proceeds after fees and expenses, but does not explain how that estimate accounts for costs beyond the illustrative purchase price. Evernorth has agreed to pay Cantor a $521,893.50 commitment fee if the resale registration statement becomes effective. It also agreed to pay StoneX Financial Inc., the qualified independent underwriter, $200,000, plus specified expense reimbursements.
Evernorth says it expects a “substantial portion” of any proceeds to go toward more XRP. The filing also lists working capital, general corporate purposes and other activities in the XRP ecosystem as possible uses. The company’s prospectus previously reported a 2025 cash purchase of 84.4 million XRP for $214 million, detailed in an earlier account of Evernorth’s XRP purchase.
The financing could bring Evernorth additional capital, while issuing shares would reduce existing shareholders’ ownership percentages. The company reported 26,094,680 Class A shares outstanding on Oct. 22; the prospectus says the full allotment would equal about 16.7% of the post-issuance total.
Sales are contingent on the SEC declaring the resale registration statement effective and Evernorth filing a final prospectus. Evernorth has not reported drawing on the facility or using any proceeds for XRP purchases.
