Evernorth has agreed a $30 million convertible note to finance further XRP purchases and activity across the XRP Ledger ecosystem, with the deal dependent on its proposed merger with Armada Acquisition Corp. II completing in the fourth quarter.
The agreement, signed on 11 September and disclosed in a filing with the U.S. Securities and Exchange Commission (SEC) on 17 September, was made with NH Investment & Securities Co., acting as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3.
The notes would be issued and paid for when the business combination closes. Evernorth said the transaction would provide approximately $30.0 million in net proceeds before transaction expenses payable by the company.
The financing forms part of Evernorth’s wider plan to operate an actively managed public XRP treasury. The company announced the strategy in October 2025, outlining more than $1 billion in projected gross proceeds. Most of the net proceeds were expected to go towards open-market XRP purchases, with the remainder intended for working capital, general corporate purposes and transaction costs.
Evernorth founder and CEO Asheesh Birla said: “This approach is designed to generate returns for shareholders while supporting XRP’s utility and adoption.”
The notes would carry 4% annual payment-in-kind interest and mature five years after the merger closes, unless they are converted, redeemed or repurchased sooner. Payment-in-kind interest is added to the principal rather than paid periodically in cash.
The original financing plan included more than $1 billion in gross proceeds, with backing from Ripple, SBI Group, Pantera Capital, Kraken, GSR and other investors.
The noteholder could convert the full investment from one year after the merger closes until maturity. The initial conversion rate is 98.03921 Evernorth Class A shares for every $1,000 of principal, including capitalised interest, implying an initial conversion price of about $10.20 per share.
Evernorth could settle a conversion in cash, shares or a combination of both. Assuming the maximum payment-in-kind interest, the initial issuance could reach 3,585,278 shares.
XRP Ledger activity
Evernorth said the funds could support more than XRP accumulation, including involvement in liquidity provision, lending, settlement and tokenised asset markets.
The XRP Ledger provides decentralised trading, escrow, tokenisation and rapid settlement. The company’s latest research showed average decentralised exchange activity of 4.42 million XRP per day in the second quarter, while the average value held on the network was $4.26 billion.
Average RLUSD balances rose to $539 million, compared with $73 million a year earlier.
Evernorth describes XRP as a liquidity and settlement asset for tokenised markets. Under its framework, XRP can route trades, act as collateral and connect separate liquidity pools, while RLUSD supports dollar-denominated transactions requiring price stability.
The financing still requires shareholder approval of the proposed combination and satisfaction of the remaining closing conditions. Evernorth’s Form S-4 became effective on 27 August, allowing Armada shareholders to vote on 30 September.
If approved, the combined company is expected to trade on Nasdaq under the ticker symbol XRPN, subject to meeting listing requirements. Evernorth is also expanding its leadership team as it prepares for the planned public listing.
