The XRP-focused treasury company’s latest SEC filing reveals that the funds will come in the form of convertible senior notes directly tied to the closing of the business combination with Armada Acquisition Corp. II.
It is also bed that Evernorth entered into a note purchase agreement on September 11 with NH Investment & Securities, acting as trustee of Kyobo AIM Corporate Finance General Private Investment Trust No. 3.
Deal depends on Nasdaq movement
The aforementioned structure is significant in that Evernorth agreed to sell $30 million of 4% convertible senior PIK notes due 2031 rather than issuing common stock. Payment in Kind (PIK) notes generally allow interest to be paid using additional securities rather than entirely in cash.
The financing is not yet finalized, as the issuance of the notes is explicitly conditioned upon the closing of the company’s previously announced business combination involving Armada II, the assets of Pathfinder Digital and Ripple Labs. Both transactions are expected to be finalized simultaneously.
Evernorth expects the merger to close in the fourth quarter, meaning the $30 million fee remains tied to the success of the broader deal. The company has already cleared one of the major regulatory hurdles, but the deal itself is still not finalized.
The SEC said the company’s registration statement on Form S-4 became effective on August 27, allowing the proposed combination to move past the registration review stage. Armada II shareholders are expected to vote on the transaction, and completion remains subject to shareholder approval and other customary conditions.
Evernorth’s XRP Strategy
The merger and $30 million financing is central to Evernorth’s strategy to become a publicly traded company focused on actively owning and managing Ripple’s XRP as a treasury asset. CryptoPotato previously reported that the company raised over $1 billion in gross proceeds from institutional strategic investors, including Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital.
If the business combination is completed and the remaining conditions are satisfied, the resulting entity is expected to trade on Nasdaq under the symbol XRPN, subject to exchange approval.
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