A newly filed SEC registration statement has put fresh scrutiny on the governance and incentive structure behind Evernorth, the XRP-focused treasury company set to reach Nasdaq through a merger with Armada Acquisition. The filing details how entities tied to Ripple executive chairman Chris Larsen, including his nonprofit RippleWorks, stand to wield significant influence over the deal while also benefiting economically in ways the company itself says may diverge from ordinary public shareholders. Protos has uncovered the details in a new report.
SEC filing lays out Larsen’s XRP deal conflicts
An SEC Form S-4 filed on March 18 outlines a dense web of relationships around Evernorth, with Larsen-linked entities contributing large amounts of XRP and securing material ownership in the post-merger company. The most striking disclosure centers on RippleWorks, the IRS-registered nonprofit co-founded by Larsen, which invested $500,000 in cash and 211,319,096 XRP into Arrington XRP Capital Fund, LP, identified in the filing as the sponsor. As a result, RippleWorks holds a majority of the fund’s limited partner interests.
The filing is unusually direct about the resulting misalignment. “The economic interests of the Sponsor diverge from the economic interests of holders of the Public Shares,” Larsen states in the registration document, referring to the entity in which RippleWorks has substantial investment and voting influence. Another disclosure goes further: “This structure may create potential conflicts of interest between Mr. Larsen’s duties to Ripple, his influence over RippleWorks’ investment in Arrington XRP Capital Fund, and the interests of Evernorth Holdings Inc. and its stockholders.” Those lines are not window dressing. They sit at the center of how the deal is being presented to prospective investors.
Arrington XRP Capital Fund’s general partner is controlled by Michael Arrington, but the filing says Arrington is bound by agreement to vote Evernorth shares as RippleWorks directs. Under an October 17, 2025 agreement cited in the filing, the fund must “consult with RippleWorks on any decisions directly related to the disposition or voting of Evernorth Holdings Inc. Stock” and “to vote such shares as directed by RippleWorks.” That gives a tax-exempt nonprofit a decisive role in the voting of a for-profit XRP treasury vehicle, even as Larsen also serves as executive chairman of Ripple, which is separately contributing 126,791,458 XRP to the same transaction.
Nonprofit voting power shadows Evernorth listing
The filing also shows Larsen’s personal orbit extending beyond RippleWorks. The Larsen Lam Children’s Remainder Trust is set to contribute 50 million XRP in exchange for 1,832,454 Evernorth shares, adding another source of Larsen-linked influence in the cap table. Combined with RippleWorks’ investment and Ripple’s own contribution, the structure concentrates a meaningful share of the deal among parties connected to the same executive, just as Evernorth prepares to enter public markets through a SPAC.
The registration statement acknowledges a limit on Larsen’s formal authority while still flagging the broader issue. It says Larsen “does not have direct control over RippleWorks’ voting or investment decisions with respect to Arrington XRP Capital Fund.” Even so, he co-founded the nonprofit and remains on its board. The same filing warns that his “dual roles and affiliations could give rise to situations where his interests as an executive of Ripple differ from or conflict with the interests of Armada Acquisition and holders of Armada Acquisition Class A Common Stock.” For public market investors, that is less a theoretical concern than a disclosed feature of the deal.
There is also an economic sweetener embedded in the structure. If XRP appreciates before closing, RippleWorks and Ripple are eligible to receive bonus Evernorth shares through a closing adjustment; if it does not, they still retain shares priced on fixed contractual terms. That asymmetry matters because RippleWorks is not a small participant. Its 2024 IRS filing shows $1.4 billion in assets, with 89% of that year’s revenue coming from sales of those assets. Larsen reportedly received no compensation as secretary/treasurer, but the nonprofit remained heavily capitalized, and CEO Doug Galen was paid $845,945. The broader picture, as laid out in the SEC filing, is that cash and XRP from RippleWorks, Ripple, and Larsen’s trust are all flowing into a Nasdaq-bound vehicle whose governance and economics may not line up neatly with outside shareholders.
Evernorth’s listing now arrives with far more clarity on who controls what, and on whose behalf key votes may be cast. For crypto investors already used to unconventional treasury structures, the SEC filing does not just map ownership; it shows how nonprofit capital, corporate capital, and founder-linked capital are converging around one XRP vehicle, with conflicts explicitly acknowledged in the company’s own disclosures.
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