Chris Larsen’s nonprofit, which has received over $190 million in tax-deductible donations, will soon control substantial voting power over for-profit Evernorth, a new $XRP treasury stock heading for a Nasdaq listing through blank check company, Armada Acquisition.
Buried inside a 1,158-page SEC Form S-4 filed on March 18, regulations force Larsen to reveal exactly how he’s putting his own interests ahead of regular shareholders who might buy stock on the Nasdaq exchange.
Once 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 regarding an entity in which his nonprofit has substantial investment and voting control.
Larsen’s RippleWorks Inc., an IRS-registered nonprofit, invested $500,000 in cash plus 211,319,096 $XRP tokens into Arrington $XRP Capital Fund, LP (the “Sponsor”).
As a result, RippleWorks now holds a majority of its limited partner interests.
Arrington $XRP Capital Fund merely collects a “customary annual management fee” and must invest all of RippleWorks’ $XRP tokens into Evernorth shares.
Arrington $XRP Capital Fund’s general partner is an LLC whose sole managing member is tech blogger-turned-venture capitalist Michael Arrington.
Although Arrington holds formal voting and dispositive control over Arrington $XRP Capital Fund regarding Evernoth, he has a contractual agreement to vote as RippleWorks directs him.
‘This structure may create potential conflicts of interest’
Indeed, an October 17, 2025 agreement 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.”
In addition, the Larsen Lam Children’s Remainder Trust will contribute 50 million $XRP for 1,832,454 shares of Evernorth, giving Larsen even greater sway in the soon-to-be-public company.
Read more: Ripple thinks its SPAC can break $XRP stocks losing streak
Larsen’s risk 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.”
Although IRS filings show Larsen listed as secretary/treasurer with $0 compensation, RippleWorks owned $1.4 billion in assets for fiscal year 2024.
Larsen contributed most of these assets while RippleWorks derived 89% of its revenue in 2024 from dumping some of those assets. Its CEO, Doug Galen, earned $845,945 that year.
The filing acknowledges that Larsen “does not have direct control over RippleWorks’ voting or investment decisions with respect to Arrington $XRP Capital Fund.”
He did, however, co-found this nonprofit, and he sits on its board. Larsen also serves as executive chairman of Ripple, which is contributing a further 126,791,458 $XRP to the same company.
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.”
Read more: Ripple’s new $XRP treasury falls flat on first trading day
Another $XRP treasury sweetener for Chris Larsen
Making Larsen’s deal even more sweet, if $XRP rallies before closing, RippleWorks and Ripple receive bonus shares in Evernorth through a closing adjustment.
Even if $XRP doesn’t rally, they keep their shares at a contractually fixed price.
RippleWorks emerged in 2015 as one of the first crypto-endowed nonprofits, bankrolled by Larsen and Ripple. It had donated millions of dollars to charitable causes yet still possessed $1.4 billion by the end of 2024.
Its 501(c)(3) tax filings show a peak charitable inflow in fiscal year 2018 of $178 million, the same year that $XRP hit its all-time high.
In summary, a tax-exempt foundation co-founded by Ripple’s executive chairman directs the voting of Arrington $XRP Capital Fund’s shares of Evernorth, a for-profit company.
Larsen’s nonprofit and a company he cofounded receive a guaranteed allocation plus extra shares in the soon-to-be publicly traded treasury stock if $XRP rallies before the deal closes.
Cash and $XRP from Larsen’s nonprofit, the Ripple company he co-founded, and his Children’s Remainder Trust are going into the Nasdaq deal.
