Evernorth has agreed to issue $30 million in convertible notes to support XRP purchases and ecosystem activity, contingent on closing its proposed merger with Armada Acquisition Corp. II during the fourth quarter.
Under the financing agreement signed September 11 with NH Investment & Securities Co., the company plans to issue 4% convertible notes due 2031. The net proceeds of approximately $30 million would be allocated to general corporate purposes, including the acquisition of XRP and other activities within the XRP ecosystem, according to an SEC filing dated September 17.
Conversion and Note Terms
The notes carry 4% annual payment-in-kind interest, which increases outstanding principal rather than delivering periodic cash payments. The notes would mature five years after the merger closes unless converted, redeemed, or repurchased earlier. Holders could convert their entire position beginning one year after merger closing, with an initial conversion price of approximately $10.20 per share, potentially resulting in up to 3,585,278 Class A shares. Conversion may be settled in cash, shares, or both at the holder's option.
Broader Ecosystem Strategy
This financing builds on Evernorth's larger plan to establish an actively managed public XRP treasury announced in October 2025, which projected more than $1 billion in gross proceeds for open-market XRP purchases. The company stated its use of proceeds extends beyond direct XRP accumulation to include activity throughout the XRP Ledger's financial infrastructure, including decentralized trading, escrow, tokenization, and rapid transaction settlement.
Recent network data showed decentralized exchange activity on the XRP Ledger averaging 4.42 million XRP per day during the second quarter, with the value held on the network averaging $4.26 billion. Average RLUSD balances reached $539 million.
Path to Close
The financing cannot close unless shareholders approve the business combination and remaining transaction conditions are satisfied. Armada shareholders voted on September 30. If approved, the combined company is expected to trade on Nasdaq under the ticker symbol XRPN, subject to satisfaction of listing requirements.
