Evernorth Holdings has arranged a $30 million convertible note facility intended to expand its XRP holdings and fund related work across the XRP Ledger ecosystem. The commitment was disclosed in a September 17, 2026 Form 8-K filed with the US Securities and Exchange Commission (SEC).
The notes will only be issued if the company’s planned business combination with Armada Acquisition Corp. II closes, which management currently expects in the fourth quarter of 2026.
On September 11, Evernorth signed a note purchase agreement with NH Investment & Securities Co., acting as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3.
Under the agreement, Evernorth would issue $30 million principal amount of 4.00% Convertible Senior Payment-in-Kind (PIK) Notes due 2031. Interest would be added to principal rather than paid in cash.
After the merger closes, the notes would become senior unsecured obligations of the combined company, which is expected to trade on Nasdaq under the ticker XRPN.
The filing states that net proceeds of about $30 million, before transaction costs, would be used for general corporate purposes.
Those purposes explicitly include buying XRP and supporting other activity inside the XRP ecosystem.
The company already holds a large XRP position through itself and an affiliate; additional purchases would increase that treasury rather than replace it.
The financing is structured so that cash does not change hands unless the SPAC merger is completed.
If Armada shareholders reject the deal or other closing conditions fail, the notes are never issued and no new capital arrives.
That contingency protects both the Korean investor and Evernorth’s balance sheet from a failed listing.
The notes become convertible after one year at an initial price of roughly $10.20 per Class A share, subject to adjustments and a payout cap.
The purchaser may elect cash, stock, or a combination.
Because interest is paid in kind, the principal can grow until conversion, redemption, or maturity in 2031.Evernorth was created as an actively managed XRP treasury vehicle.
Ripple Labs is currently its sole stockholder.
After the merger, ownership will broaden and the company will operate as a public vehicle whose strategy centers on accumulating XRP and putting the asset to work on the XRP Ledger.
Management has previously described the goal as increasing XRP per share over time through treasury management and ecosystem participation.
The $30 million facility is modest relative to the existing XRP position of more than 473 million tokens reported at the end of 2025.
At recent prices it would add a relatively small increment to holdings.
Its significance lies more in the signal of institutional interest from a South Korean financial group and in the timing: the capital is timed to arrive as the company enters public markets.
The arrangement also illustrates a broader pattern of digital asset treasuries using convertible debt rather than selling tokens to raise operating funds.
By keeping XRP on the balance sheet and raising cash through notes that convert into equity after listing, Evernorth aims to avoid forced sales while still obtaining liquidity. Whether the notes are ultimately issued depends on the September 30 Armada shareholder vote and subsequent closing conditions.
If the merger succeeds, the $30 million will become available for XRP purchases and ecosystem initiatives at the same moment the company begins life as a Nasdaq-listed entity.
