Evernorth Holdings Inc. has entered into a definitive note purchase agreement with NH Investment & Securities Co. as trustee of the Kyobo AIM Corporate Finance General Private Investment Trust No. 3. The agreement, dated September 11, 2026, involves the issuance of $30.0 million in principal amount of 4.00% Convertible Senior PIK Notes due 2031.
The closing of this transaction is contingent upon the completion of Evernorth’s business combination with Armada Acquisition Corp. II, which is expected to occur in the fourth quarter of 2026. The issuance and payment of the notes are scheduled to occur concurrently with the closing of this business combination.
The net proceeds from the issuance are approximately $30.0 million before transaction expenses. Evernorth intends to use these funds for general corporate purposes, specifically including the acquisition of XRP and other activities within the XRP ecosystem.
The notes are senior, unsecured obligations of the company. They accrue interest at a rate of 4.00% per annum, which is paid in kind (PIK) and added to the principal amount. The notes will mature in 2031, unless converted, redeemed, or repurchased earlier.
Investors have the right to put the notes to the company upon an Event of Default or a Fundamental Transaction, which would provide a yield to put of 8.0% per annum on the Original Principal Amount. The notes are not subject to prepayment or redemption at the company's option.
Conversion of the notes can occur at any time on or after the one-year anniversary of the effectiveness date, up to the maturity date. The initial conversion rate is 98.03921 shares of Class A common stock per $1,000 principal amount, representing an initial conversion price of approximately $10.20 per share. The maximum number of shares that may be issued upon conversion is 3,585,278, based on the initial conversion rate and the maximum amount of PIK Interest.
The notes were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 and were sold to an investor reasonably believed to be a qualified institutional buyer under Rule 144A.
