Evernorth Holdings has agreed to issue $30 million of convertible debt that may fund additional XRP purchases and XRP ecosystem activity, subject to the completion of its proposed business combination with Armada Acquisition Corp. II. Summary Evernorth agreed to issue $30 million of 4% convertible senior PIK notes due in 2031. NH Investment & Securities serves as trustee for the private investment trust purchasing Evernorth’s notes. Proceeds may fund XRP purchases and other XRP ecosystem activities after the Armada merger closes. Armada shareholders will vote September 30 on business combination required before the convertible note issuance. Evernorth expects at least 473 million XRP in treasury when the planned business combination closes. The SEC filing dated Sept. 17 shows that Evernorth signed the note purchase agreement on Sept. 11 with NH Investment & Securities Co., acting as trustee of Kyobo AIM Corporate Finance General Private Investment Trust No. 3, as the purchaser. The notes carry a 4% payment-in-kind interest rate and mature in 2031. The filing therefore differs slightly from reports describing the transaction as an already completed $30 million raise. Payment for the notes and their issuance are scheduled to occur concurrently with Evernorth’s business combination closing. Evernorth says the transaction is “expected to close during the fourth quarter of 2026,” making the financing conditional at this stage. Evernorth plans to direct funding toward XRP Evernorth told the SEC that the approximately $30 million of proceeds, before company transaction expenses, can be used for general corporate purposes, including acquiring XRP and funding other activities tied to the XRP ecosystem. The language gives Evernorth flexibility over how much of the financing ultimately goes into direct XRP purchases. The filing does not commit the entire $30 million exclusively to buying the token, so describing the agreement as a fixed $30 million XRP purchase would go beyond the disclosed terms. Evernorth is already structured around an XRP treasury strategy. Its latest registration materials state that the combined company expects to hold at least 473,276,430 XRP at closing, sourced through direct purchases and commitments from parties involved in the transaction. Part of that total includes 84,365,876.3625 XRP that Evernorth bought for $214 million in November 2025 at an average price of $2.53657058 per token. Ripple contributed another 126,791,458 XRP under transaction agreements disclosed in the S-4. Evernorth’s XRP treasury structure includes roughly 473 million tokens and more than $1 billion in committed capital. The company’s investors include Ripple, SBI Group, Arrington Capital, Pantera Capital, Kraken and GSR. NH Investment acts as trustee in the $30M agreement The SEC filing identifies NH Investment & Securities Co. as trustee, not as the manager of the underlying private investment fund. The purchaser named in the agreement is NH Investment & Securities acting in that trustee capacity for Kyobo AIM Corporate Finance General Private Investment Trust No. 3. The notes will rank as Evernorth’s senior unsecured obligations alongside its other unsubordinated unsecured debt. Interest accrues at 4% annually from the transaction’s effectiveness date and is paid in kind, meaning the amount is added to principal instead of being paid as regular cash interest. The note agreement says PIK interest compounds semiannually until conversion, maturity or an investor put event. The scheduled maturity falls on the fifth anniversary of the effectiveness date unless the notes are converted, redeemed or repurchased earlier. Holders receive conversion rights starting one year after the effectiveness date. The initial conversion rate is 98.03921 Evernorth Class A shares per $1,000 of note principal, equivalent to an initial conversion price of approximately $10.20 per share. Settlement can occur through cash, shares or a combination at the holder’s election. The agreement places a cap on conversion value equal to four times the original $30 million principal amount. Security clauses cover major digital asset losses The financing agreement contains terms specifically addressing risks associated with Evernorth’s digital asset treasury. An event of default can occur after certain losses or unauthorized transfers of company digital assets valued above $30 million, or above 10% of Evernorth’s digital asset holdings where that threshold is higher. Ordinary treasury and yield-generation transactions are excluded from that provision. Separate default provisions cover certain hacking incidents or security breaches affecting digital assets or private keys held by Evernorth, its subsidiaries or its custodians. The filing covers regulatory actions, some debt defaults, bankruptcy events, delisting circumstances and failures to settle note conversions as further potential defaults. If qualifying default events occur, the holder can require Evernorth to redeem all of the notes under an investor put right. The redemption structure is designed to provide an 8% annual yield to put on the original principal when combined with payments previously received. Cash payment defaults carry a 7% annual default interest rate for the period of delay. Evernorth itself does not have a general option to prepay or redeem the notes before maturity under the terms disclosed in the filing. Nasdaq deal must close before Evernorth receives funds Armada Acquisition Corp. II shareholders are scheduled to vote on the proposed business combination at a special meeting on Sept. 30, 2026. The SEC declared Evernorth’s Form S-4 effective on Aug. 27, clearing the registration statement needed for shareholders to consider the transaction. As crypto.news reported after the SEC clearance, the Sept. 30 shareholder vote remains one of the final conditions before Evernorth can complete its planned Nasdaq transaction. Completion still depends on shareholder approval, other closing conditions and Nasdaq requirements for the planned XRPN listing. Evernorth amended the transaction structure in August after XRP fell from the $2.36 price used when the original business combination was signed. The revised structure adjusts the number of shares issued at closing based on XRP’s volume-weighted average price, with the company saying investors representing more than 95% of committed capital accepted the amended terms. The revision did not change Evernorth’s disclosed XRP holdings or treasury strategy. The company continues to state that it plans to use treasury operations, XRP ecosystem participation and capital-market activity to increase XRP per share after becoming public. XRP traded near $1.41 on Sept. 21, gaining roughly 1.6% over 24 hours, according to CoinGecko, with a daily range between $1.37 and $1.44. The market data do not establish that Evernorth’s financing agreement caused the move. If Armada shareholders approve the combination and the remaining conditions are satisfied, the note purchase is scheduled to close concurrently with the business combination. The combined company is expected to trade on Nasdaq under XRPN, while the $30 million note proceeds would then become available for Evernorth’s disclosed corporate purposes, including XRP purchases and XRP ecosystem activities.
