Evernorth Holdings Inc., the digital asset treasury company preparing to list on the Nasdaq Stock Market under the ticker XRPN, has disclosed a $30 million convertible note purchase agreement whose issuance is conditioned on the closing of its pending merger with Armada Acquisition Corp. II.
The disclosure was made in a Form 8-K current report signed by Chief Executive Officer Asheesh Birla, and covers a Signing Date of September 11, 2026. The agreement adds a late-stage financing layer to a business combination scheduled for a shareholder vote at the end of this month, without altering the size or headline structure of the broader deal.
Note terms and closing condition
According to the Form 8-K filing filed with the U.S. Securities and Exchange Commission (SEC), Evernorth entered into a Note Purchase Agreement on September 11, 2026, covering $30.0 million principal amount of 4.00% Convertible Senior Payment-in-Kind (PIK) Notes due 2031. The Convertible Notes will be the company’s senior, unsecured obligations and will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the issuer.
The filing states that the payment and issuance of the notes will occur concurrently with the closing of the business combination transaction with Armada Acquisition Corp. II, which the company continues to expect to close during the fourth quarter of 2026. If shareholders of Armada reject the deal or other closing conditions are not satisfied, the notes do not fund and no cash flows to the balance sheet.
Evernorth said in the filing that it intends to use the net proceeds of approximately $30.0 million for general corporate purposes, “including the acquisition of XRP and other activities within the XRP ecosystem.” That language keeps the incremental capital inside the company’s stated model of holding XRP, the native asset of the XRP Ledger (XRPL), and deploying capital around ledger-native yield opportunities rather than operating as a passive holder.
Buyer identity and Korean context
The purchaser named in the 8-K is NH Investment & Securities Co., acting solely as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3, a Korean private investment trust. NH Investment & Securities is one of South Korea’s largest domestic securities houses, while Kyobo AIM Asset Management is affiliated with Kyobo Life Insurance, one of Korea’s three largest life insurers.
The counterparty here is distinct from the technology arrangement between Ripple and Kyobo Life Insurance. In April 2026, Crypto Times reported that Ripple partnered with Kyobo Life to pilot tokenized Korean government bond settlement on the Ripple Custody platform, a custody and settlement collaboration rather than a securities purchase. The Kyobo AIM trust participating in the Evernorth notes is a separate financial vehicle making a merger-contingent credit investment in the proposed public XRP treasury issuer.
The Convertible Notes were sold in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, and Evernorth said it reasonably believes the buyer is a “qualified institutional buyer” as defined under Rule 144A of the Securities Act, according to the 8-K disclosure.
Conversion mechanics and the 4.0x cap
The economic terms show how the purchaser priced closing, listing, and token exposure risk. The filing sets an initial conversion rate of 98.03921 shares of Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $10.20 per share.
Conversion is only permitted on or after the first anniversary of the Effectiveness Date and up to the Maturity Date in 2031, and it must be exercised on an all-or-nothing basis rather than in tranches. Settlement can be made in cash, shares, or a combination, at the holder’s election.
There is a hard economic ceiling on the conversion. If the conversion value would otherwise exceed 4.0 times the original $30 million principal amount, the conversion rate is reduced so that the holder cannot capture more than that 4.0x multiple. On that basis, Evernorth said a maximum of 3,585,278 Class A shares may be issued on conversion, assuming maximum PIK interest capitalization.
Interest accrues at 4.00% per annum in kind, meaning it is added to principal rather than paid in cash. Overdue cash amounts, if any, accrue at 7.00% per annum. Evernorth cannot prepay or optionally redeem the notes. The holder does, however, have an investor put right after an Event of Default or a defined Fundamental Transaction, exercisable at a price that delivers an 8.0% yield to put on the original principal amount, as detailed in the 8-K exhibit.
Digital-asset default triggers
The event of default list is tailored to a listed crypto treasury vehicle. Alongside customary payment, bankruptcy, and cross-default provisions on borrowed money of at least $7.5 million, the Note Purchase Agreement treats as defaults certain losses or unauthorized dispositions of digital assets of at least $30 million, certain hacking events or security breaches affecting the company’s or a custodian’s private keys, certain regulatory actions, and a delisting of the Class A common stock.
Those clauses do not make the paper unusual for a crypto-treasury SPAC, but they show the buyer underwriting custody, listing, and token-balance-sheet risk in addition to SPAC closing risk.
Market context: XRPN and XRP levels
At the time of the disclosure, Armada Acquisition Corp. II shares (XRPN) closed at $10.55 on September 14, 2026, with a market capitalization of roughly $333.27 million on 31.59 million shares outstanding, according to Nasdaq market data. The stock has traded in a 52-week range of $10.10 to $10.91, hugging the trust value floor typical for a pre-combination SPAC. Warrants and units associated with the vehicle trade as XRPNW and XRPNU, respectively. Short interest in XRPN rose to 60,199 shares as of August 31, 2026, up 67.1% from mid-August, a small absolute figure but a directional data point ahead of the vote.
At the $10.20 initial conversion price, the notes are essentially at-the-money against the September 14 close. The maximum 3,585,278 share issuance represents roughly 11% of the current SPAC share count, though the 4.0x conversion value cap effectively limits the note’s equity upside for the holder to $120 million.
XRP itself, which underpins the pro forma net asset value (NAV) of the combined entity, was trading around $1.30 as of September 17, 2026, according to CoinGecko and TradingView market data, down roughly 6% over the prior seven days. Relative to the $2.36609 reference price used when the Business Combination Agreement was signed in October 2025, XRP is trading approximately 45% lower, a moving variable that has already led the parties to recalibrate share issuance so that each XRPN share is backed by more XRP at closing.
Where this sits in the wider deal
The Convertible Notes are a small addition to a much larger combination. Crypto Times previously reported that Evernorth filed its Form S-4 registration statement in March 2026 targeting more than $1 billion in gross proceeds, and that the SEC declared the S-4 effective on August 27, 2026, setting a September 30, 2026 shareholder vote for the merger with Armada Acquisition Corp. II, a Cayman Islands special purpose acquisition company (SPAC) sponsored by Arrington XRP Capital Fund LP.
The transaction is backed by a group that includes SBI Holdings (via a $200 million commitment), Ripple Labs, Pantera Capital, Kraken, and GSR, according to the S-4 filing.
The 8-K confirms that the record date for the shareholder vote was August 20, 2026, and that the Registration Statement on Form S-4 became effective on August 27, 2026. It does not modify any of the previously disclosed private placements, the sponsor XRP contribution of approximately 211.3 million XRP by Arrington Capital, the roughly 126.8 million XRP contribution from Ripple contemplated at closing, or the cash subscriptions from other backers.
Also Read: Neutrl Opens NUSD, sNUSD Redemptions as On-Chain Rate Reads 0.51
