Chris Larsen’s nonprofit, which has acquired over $190 million in tax-deductible donations, will quickly management substantial voting energy over for-profit Evernorth, a brand new XRP treasury inventory heading for a Nasdaq itemizing by means of clean verify firm, Armada Acquisition.
Buried inside a 1,158-page SEC Kind S-4 filed on March 18, rules drive Larsen to disclose precisely how he’s placing his personal pursuits forward of standard shareholders who would possibly purchase inventory on the Nasdaq alternate.
As soon as the reader finds Larsen’s admissions, they’re clear.
“The economic interests of the Sponsor diverge from the economic interests of holders of the Public Shares,” Larsen admits concerning an entity by which his nonprofit has substantial funding and voting management.
Larsen’s RippleWorks Inc., an IRS-registered nonprofit, invested $500,000 in money plus 211,319,096 XRP tokens into Arrington XRP Capital Fund, LP (the “Sponsor”).
In consequence, RippleWorks now holds a majority of its restricted companion pursuits.
Arrington XRP Capital Fund merely collects a “customary annual management fee” and should make investments all of RippleWorks’ XRP tokens into Evernorth shares.
Arrington XRP Capital Fund’s basic companion is an LLC whose sole managing member is tech blogger-turned-venture capitalist Michael Arrington.
Though Arrington holds formal voting and dispositive management over Arrington XRP Capital Fund concerning Evernoth, he has a contractual settlement to vote as RippleWorks directs him.
‘This structure may create potential conflicts of interest’
Certainly, an October 17, 2025 settlement requires Arrington XRP Capital Fund to “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.”
As well as, the Larsen Lam Youngsters’s The rest Belief will contribute 50 million XRP for 1,832,454 shares of Evernorth, giving Larsen even higher sway within the soon-to-be-public firm.
Larsen’s danger disclosures are blunt.
“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.”
Though IRS filings present Larsen listed as secretary/treasurer with $0 compensation, RippleWorks owned $1.4 billion in property for fiscal yr 2024.
Larsen contributed most of those property whereas RippleWorks derived 89% of its income in 2024 from dumping a few of these property. Its CEO, Doug Galen, earned $845,945 that yr.
The submitting acknowledges that Larsen “does not have direct control over RippleWorks’ voting or investment decisions with respect to Arrington XRP Capital Fund.”
He did, nevertheless, co-found this nonprofit, and he sits on its board. Larsen additionally serves as government chairman of Ripple, which is contributing an extra 126,791,458 XRP to the identical firm.
The SEC disclosure is frank. Larsen’s “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.”
One other XRP treasury sweetener for Chris Larsen
Making Larsen’s deal much more candy, if XRP rallies earlier than closing, RippleWorks and Ripple obtain bonus shares in Evernorth by means of a closing adjustment.
Even when XRP doesn’t rally, they preserve their shares at a contractually fastened worth.
RippleWorks emerged in 2015 as one of many first crypto-endowed nonprofits, bankrolled by Larsen and Ripple. It had donated thousands and thousands of {dollars} to charitable causes but nonetheless possessed $1.4 billion by the top of 2024.
Its 501(c)(3) tax filings present a peak charitable influx in fiscal yr 2018 of $178 million, the identical yr that XRP hit its all-time excessive.
In abstract, a tax-exempt basis co-founded by Ripple’s government chairman directs the voting of Arrington XRP Capital Fund’s shares of Evernorth, a for-profit firm.
Larsen’s nonprofit and an organization he cofounded obtain a assured allocation plus additional shares within the soon-to-be publicly traded treasury inventory if XRP rallies earlier than the deal closes.
Money and XRP from Larsen’s nonprofit, the Ripple firm he co-founded, and his Youngsters’s The rest Belief are going into the Nasdaq deal.
