Arrington XRP Capital Fund disclosed a 19.9% voting stake in Nasdaq-listed Evernorth late Monday, and the same filing shows Rippleworks can direct how 30.2 million of the fund’s shares are voted.
Key Takeaways
- Arrington XRP Capital Fund reported 4.7 million Evernorth Class A shares in an Oct. 19 SEC Form 3.
- Rippleworks can steer votes on 30.2 million of the fund’s Evernorth shares under an Oct. 2025 letter deal.
- Evernorth stock closed at $15.23 on Oct. 19, down 61% from its Oct. 2 close of $39.42.
A Closer Look at the Filing
A Form 3 is the initial ownership statement insiders and 10% holders file with the Securities and Exchange Commission (SEC). Arrington’s form, signed Oct. 19, lists three reporting persons, i.e. the fund itself, Arrington Capital Management, and Jack Michael Arrington, the Techcrunch founder who runs the firm. The content of the document are as follows:
- 4,704,137 Class A shares, held directly. These are the voting shares.
- 29,033,708 Class C shares, non-voting and convertible one-for-one into Class A, with no expiration date.
- 84,653 warrants with an $11.50 exercise price, each worth one Class A share.
A companion Schedule 13G puts the stake at exactly 19.9% of Evernorth’s 23,638,882 Class A shares outstanding as of Oct. 9. At Monday’s $15.23 close, the Class A block is worth about $71.6 million. Counting the Class C shares on a converted basis, the position is worth about $514 million on paper.
Lastly, it bears mentioning that the 19.9% figure is no accident. The 13G says the Class C shares can’t be converted within 60 days because conversion is “blocked by the 19.9% Rippleworks Maximum Ownership Restriction” in Evernorth’s articles of incorporation.
In practice, Arrington owns a stake about seven times larger than the slice it can vote.
Where Ripple Comes in
The Form 3 footnotes describe an Oct. 17, 2025 letter agreement between the fund and Rippleworks covering what the filing calls “DAT Side Pocket Shares,” DAT being short for digital asset treasury. That bucket holds 1,199,503 Class A shares and all 29,033,708 Class C shares.
Under that deal, Rippleworks “has the right to direct the voting” of those shares, and the fund “is required to consult with Rippleworks” before selling them. The filing concludes Rippleworks “may therefore be deemed to share voting and dispositive power.” Put plainly, a Ripple-linked entity has a hand on the wheel of roughly 90% of Arrington’s economic stake.
Who Owns Evernorth Now
Monday’s filings fill in a cap table that was already crowded with Ripple names:
- Arrington XRP Capital Fund: 19.9% of Class A, per its new 13G.
- Ripple Labs: 1,678,382 shares, or 7.1%, per an Oct. 15 joint 13G.
- Chris Larsen: 9.9% in total through Ripple and a family trust, per the same filing, which names him Ripple’s controlling shareholder.
- The board: Ripple Chief Legal Officer Stuart Alderoty filed as an Evernorth director on Oct. 9.
The SPAC behind the listing, Arrington Capital SPAC I, has also filed Form 15 to end its SEC reporting. That closes the special purpose acquisition company (SPAC) chapter and leaves Evernorth as the public shell for the XRP treasury.
The Price Problem
Evernorth shares sat near their $10.57 SPAC-era level through late September. Then they took off, closing at $39.42 on Oct. 2 before giving back 61% to Monday’s $15.23. The company still holds 473 million XRP it plans to deploy with partners, and XRP at about $1.30 has left part of that stack well underwater.
The disclosure that lit up XRP accounts on Tuesday doesn’t involve new buying. What it does show is who can move Evernorth’s vote. Arrington owns the shares, but Ripple-linked hands decide how most of them are voted, and the 19.9% cap means that won’t change on its own.