EVERNORTH · XRPNW · S-4 AMENDMENT No. 6 · AUG 12, 2026
Warrant Value Estimator
Strike $11.50 · ~473.27M XRP held + ~$235M cash · 11,716,599 warrants · Expires May 2030
XRP / SHARE
—
at $1.04
NAV / SHARE
—
at $1.04
FILING STATUS
S-4/A No. 6 · Not yet effective
EXPECTED CLOSE
Late Q3 / Early Q4 2026
SUBSCRIPTION EXPIRY
~October 19, 2026
SPAC CHARTER DEADLINE
November 22, 2026
📡 CURRENT / ASSUMED CLOSING XRP PRICE
$
✏️ This locks XRP/share at close. Table below shows scenarios if XRP moves after close.
MY XRPNW POSITION
$
$
🔺 XRP price at which you get force-called ($18+ stock). Calculator shows post-call share position using no-cash playbook (base 1.5× mNAV).
REDEMPTION
mNAV
← swipe table to see all columns →
SNAPSHOT BY REDEMPTION SCENARIO (XRP/share locked at closing price)
PRO FORMA DATA · S-4/A AMENDMENT No. 6 (AUG 12, 2026)
Strike price$11.50
Total warrants11,716,599
Warrant expiryMay 2030
XRP held (treasury)~473.27M
Cash on hand~$235M
Liabilities~$12.6M
Class A shares47,399,620
Class C shares15,120,318
Company Units13,714,787
Total interests @ $1.0476,234,725
Signing XRP price$2.36609
Sponsor promote (@ $1.04)~2.55M sh (3.3%)
NAV/share @ $1.04 close~$9.38
XRP/share @ $1.04 close~9.0
mNAV scenarios0.8× / 1.5× / 2.5×
Rule of thumbXRP/sh ≈ 94% × $10/close
THE FOUR-STEP MODEL (per Amendment 6)
1 · XRP PER SHARE
Set at close. Private investor shares scale with closing price via min(close ÷ $2.36609, 1). Rule of thumb: ~94% × ($10 ÷ close).
2 · NAV PER SHARE
Future XRP price × XRP per share. Moves live with XRP. Use market value, not GAAP book (impaired).
3 · STOCK PRICE
mNAV × NAV. Market's premium/discount on the wrapper: Bear 0.8×, Base 1.5×, Bull 2.5×.
4 · WARRANT VALUE = max(0, stock price − $11.50) — full chain: XRP × 9.0 → NAV → ×mNAV → stock − $11.50 = warrant
Rules of thumb at 9.0 XRP/share (base $1.04 close): at 1.0× mNAV the warrant has value once XRP > $1.28; at 1.5× it's in-the-money with XRP flat (~$2.50 intrinsic); at 0.8× XRP needs ~$1.60.
SPAC REDEMPTIONS UNDER AMENDMENT 6

Before the merger closes, every SPAC shareholder chooses: convert to XRPN stock, or redeem for ~$10.49/share back from the trust.

✓ Amendment 6 reduced redemption risk dramatically. Per the filing's own pro formas, even 100% redemptions only lower NAV/share by ~4% — from $9.38 to ~$9.04. The XRP treasury (~473M) is contributed outside the SPAC trust, so it stays intact regardless of redemption rate.
NO REDEMPTIONS
SPAC shareholders stay. Full ~$235M trust + delayed funding deploys. NAV/share ~$9.38. Best liquidity outcome.
50% REDEMPTIONS
Half redeem for cash. NAV/share ~$9.21. Reduced float but treasury preserved.
100% REDEMPTIONS
Extreme case. NAV/share only drops to ~$9.04. But public float collapses to ~310K shares, cash to ~$0.5M — real listing-standard risk. Closing condition ($5M net tangible assets) caps this.
Bottom line: Redemptions hurt liquidity, not NAV. For a warrant holder, heavy redemptions mean a wildly unpredictable early mNAV — in either direction — until the float rebuilds.
⚠ FORCED WARRANT REDEMPTION — THE "$18 CALL"

Per Armada II's filed warrant terms, the company may redeem all warrants at $0.01 each, on at least 30 calendar days' written notice, only if the stock's last sale price is ≥ $18.00 on 20 trading days within a 30-trading-day window. This is the only forced-conversion trigger — there is no lower-priced call.

THE TRIGGER
Stock ≥ $18 for 20 of 30 trading days (need not be consecutive). Window can only start after warrants become exercisable — which is immediately at closing (12-month lockout from May 2025 IPO already passed).
THE TIMELINE
Fastest wipeout: ~9 weeks post-close (4 weeks of qualifying trades + 3-day gap + 30-day notice). A call is never an ambush — it's a slow-motion event with a month of formal warning.
STOCK PRICE AT CALL → PER-WARRANT OUTCOMES
STOCK AT CALL IMPLIED XRP (1.5×) CASH EXERCISE CASHLESS RATIO WARRANT VALUE DO NOTHING
$18~$1.331 share, pay $11.500.361 sh$6.50$0.01
$27~$2.001 share, pay $11.500.574 sh$15.50$0.01
$45~$3.331 share, pay $11.500.744 sh$33.50$0.01
$90~$6.671 share, pay $11.500.872 sh$78.50$0.01
Cashless exercise formula: shares per warrant = (stock − $11.50) ÷ stock. Same dollar value as cash exercise — you're just prepaying the strike in stock instead of cash. Cashless is at management's option; keep cash reserves in case they don't offer it.
🚨 What to do on a call: During the 30-day window: (a) sell warrants in market, (b) cash-exercise (pay $11.50, keep 1 share riding future scenarios), or (c) cashless if offered. Doing nothing = $0.01 per warrant. Set news alerts on XRPN via Bloomberg/Nasdaq/SEC EDGAR before close.
💡 THE NO-CASH PLAYBOOK — KEEPING EXPOSURE WITHOUT WRITING A CHECK

Can't fund a full cash exercise ($11.50 × every warrant)? You're not stuck choosing between all-cash and walking away. Every no-new-cash route lands on the same result: you retain (price − $11.50) ÷ price of your exposure.

The self-directed route: Sell 11.50 ÷ stock price of your warrants in the market, use proceeds to cash-exercise the rest. No outside cash needed. No dependence on management offering cashless. Only the sold slice touches the (possibly thin) warrant market.
EXAMPLE: HOLDING 100,000 WARRANTS
STOCK AT CALL EXPOSURE RETAINED WARRANTS SOLD EXERCISED → SHARES POSITION VALUE
$1836.1%63,88936,111~$650,000
$2757.4%42,59357,407~$1,550,000
$4574.4%25,55674,444~$3,350,000
$9087.2%12,77887,222~$7,850,000
Two useful properties: (1) The retained percentage is the same at any position size — 100 warrants or 1M warrants, same math. (2) The percentage rises with call price — the forced call shrinks as a problem exactly when the trade is working. Position value at conversion is route-independent (always warrants × (price − $11.50)). What full cash exercise additionally buys is keeping 100% of shares in the bear/base/bull tree afterward. Tax note: selling warrants recognizes gain immediately; exercising defers into shares — plan with a tax pro before any call window opens.
⚠ GAAP ACCOUNTING TRAP — DON'T VALUE FROM THE BALANCE SHEET

Because Ripple is a related party, the XRP fails the scoping test for fair-value crypto accounting and stays at historical cost less impairment. This creates two big traps:

TRAP 1 · BOOK VALUE UNDERSTATES
~$497.8M of impairments already booked. Tokens carried at ~$0.74 each on the balance sheet. Pro forma losses run ~$4.30/share/half-year. If XRP rallies to $5, the book still shows $0.74/token. Recoveries never written back up.
TRAP 2 · QUANT SCREENS MISS IT
Automated screens reading GAAP book may structurally under-rate XRPN vs fair-value peers like Strategy (MSTR). This is a headwind for the mNAV premium thesis — screen-driven capital may not find it.
The right way: Value on disclosed XRP-per-share × market XRP price, never book value. That's what this calculator does.
KEY RISKS & FINE PRINT
  • Deal-break risk: S-4 not yet SEC-effective. Subscriptions expire ~Oct 19, 2026. If merger breaks, warrant likely ≈ $0. Working in favor: sponsor holds 26.2% and is bound to vote yes; funders re-signed rather than walking with depreciated XRP.
  • SBI voting cap: ~$195M anchor investor SBI capped at 39.9% voting power; excess goes to non-voting Class C (economics unchanged).
  • RippleWorks proxy: Directs the Sponsor's 19.9% voting stake.
  • Tax receivable agreement: Sends 85% of certain future tax savings to insiders.
  • Charter authorizes 10B shares: Machinery for large future issuance. Grows or dilutes XRP-per-share depending on whether stock is sold above or below NAV.
  • Sponsor promote scaled: Sponsor's original 70% retention scales with close price ratio. At $1.04 close, keeps only ~2.55M shares (~3.3% of company) — down from ~8.28M original.
  • Amendment 6 transferred ~$322M of value: Remeasuring investor obligations at Aug 5 prices under new terms reduces them by ~$322M — the dollar size of what funders and sponsor collectively gave up to make the deal work.
📌 STATUS AS OF AUGUST 14, 2026
XRP ~$1.01 · XRPN ~$10.49 (exactly trust value — arbitrage-anchored until close) · S-4/A No. 6 filed Aug 12; pro formas confirm 76.23M total interests and ~$9.38 NAV/share at $1.04 close · not yet SEC-effective, no vote date · guides to late Q3 / early Q4 close · ~473.27M XRP held (GAAP carrying value ~$349M after ~$498M impairments) · 11,716,599 warrants · warrants expire May 2030.
Not investment advice. This document describes a model and its assumptions, reconciled against S-4/A Amendment No. 6 including its unaudited pro forma financial statements. Warrants of pre-close SPACs can lose their entire value. Key figures come from S-4/A Amendment No. 6 (File No. 333-294417); verify current terms at sec.gov before relying on any number here. mNAV premium is speculative — sector premiums (see Strategy/MSTR) have compressed hard. XRP/share is calculated from the closing price input using the "94% × $10 ÷ close" rule of thumb from the filing's own pro formas.