The latest SEC filing from the XRP-focused treasury company reveals that the funds will come through convertible senior notes tied directly to the closing of the business combination with Armada Acquisition Corp. II.
It also reads that Evernorth has entered into a note purchase agreement on September 11 with NH Investment & Securities, acting as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3.
Deal Depends on the Nasdaq Move
The aforementioned structure is important as Evernorth agreed to sell $30 million in 4% Convertible senior PIK Notes due 2031 rather than issuing ordinary shares. Payment-In-Kind (PIK) notes typically allow interest obligations to be paid through additional securities rather than entirely in cash.
The financing is not complete yet, as the issuance of the notes is explicitly conditional on the closing of the company’s previously announced business combination involving Armada II, Pathfinder Digital assets, and Ripple Labs. The two transactions are expected to close concurrently.
Evernorth expects the merger to be completed in Q4, meaning the fresh $30 million remains tied to the success of the broader transaction. The firm has already cleared one of the major regulatory hurdles, but the deal itself is still unfinished.
The SEC said the company’s Form S-4 registration statement was effective on August 27, which allowed the proposed combination to move beyond 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 the $30 million in funding are central to Evernorth’s strategy to become a publicly traded company focused on holding and actively managing Ripple’s XRP as a treasury asset. CryptoPotato reported before that the firm had raised more than $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 ticker XRPN, subject to exchange approval.
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