Evernorth agrees to sell $30 million in notes tied to Armada II closing

  • Evernorth agreed to sell convertible PIK notes tied to Armada II combination closing.
  • $30 million in 4% notes are due in 2031 and avoid ordinary-share issuance.
  • SEC declared Evernorth's Form S-4 effective August 27, pending shareholder approval and customary conditions.

Evernorth has entered into a September 11 note purchase agreement with NH Investment & Securities, acting as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3, for $30 million of 4% convertible senior PIK notes due 2031. The financing is conditional on closing the previously announced business combination involving Armada Acquisition Corp. II, Pathfinder Digital assets and Ripple Labs, with the two transactions expected to close concurrently in Q4. PIK, or payment-in-kind, notes generally satisfy interest obligations with additional securities rather than cash. The arrangement gives Evernorth funding without issuing ordinary shares, but the financing remains incomplete until the broader transaction closes. The SEC said Evernorth's Form S-4 registration statement became effective on August 27, while the merger still requires an Armada II shareholder vote and other customary conditions. The combination is central to Evernorth's plan to become a publicly traded company focused on holding and actively managing XRP as a treasury asset. CryptoPotato previously reported that Evernorth 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 transaction closes and remaining conditions are met, the combined entity is expected to trade on Nasdaq under the ticker XRPN, subject to exchange approval.

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