Evernorth Holdings, the Nasdaq-listed company backed by Ripple, entered a stock purchase agreement with Cantor Fitzgerald affiliate CF Principal Investments on October 23, 2024, to sell up to 5.22 million Class A shares over approximately 14 months.
The arrangement could generate roughly $80 million in gross proceeds, with approximately $78.3 million remaining after fees and expenses, according to SEC filings. Evernorth intends to use the capital primarily to expand its XRP treasury holdings.
“Evernorth said it generally intends to raise additional capital when its stock trades at a premium to the net asset value of its XRP holdings, creating opportunities to acquire more tokens while seeking to increase the underlying asset value attributable to each share,” according to the company’s statement on the financing structure.
Mechanics of the Equity Financing
Under the agreement, Cantor Fitzgerald can purchase Evernorth shares at 97% of the volume-weighted average trading price during applicable purchase periods, subject to a 20% limit on daily trading volume. The arrangement caps Cantor’s ownership at 4.99% of outstanding Class A shares.
Evernorth paid an initial commitment fee of $522,000, with potential additional fees of up to $1 million under certain conditions. The financing has not yet commenced; SEC effectiveness for the resale registration statement and other contractual requirements must be satisfied first.
Evernorth closed at $15.46 per share on October 22, 2024, the day before the agreement was signed.
Warrant Upside and Treasury Strategy
Beyond the equity financing, Evernorth holds 11.5 million Class A shares from outstanding public warrants, each exercisable at $11.50 per share. If exercised in full for cash, those warrants could generate approximately $132 million in additional proceeds for XRP acquisition.
The company’s equity-funded treasury model mirrors the approach pioneered by Strategy, the digital asset treasury company chaired by Michael Saylor. Strategy has repeatedly sold MSTR shares to fund Bitcoin acquisitions, and other digital asset treasury companies have attempted to replicate that playbook.
Evernorth completed its public-market debut in October 2024. The financing arrangement allows the company to direct Cantor to purchase shares periodically based on market conditions and capital needs, giving Evernorth flexibility to time acquisitions against XRP price movements and its own equity valuation.
