Evernorth Holdings Inc. Enters $30M Convertible Note Financing

What Happened
Evernorth Holdings Inc. announced on Sep. 11, 2026 that it signed a Note Purchase Agreement to issue $30.0 million principal of 4.00% Convertible Senior PIK Notes due 2031. The issuance will close and funds will be delivered only upon the closing (the “Effectiveness Date”) of Evernorth’s planned business combination with Armada Acquisition Corp. II, which the company expects to close in Q4 2026. The company intends to use the net proceeds for general corporate purposes, including acquisition of XRP and other activities in the XRP ecosystem.

Key Details

• Amount & instrument: $30.0 million original principal of 4.00% Convertible Senior PIK Notes due 2031; PIK interest accrues at 4.00% annually and capitalizes under specified conditions.
• Signing & closing: Note Purchase Agreement signed Sept. 11, 2026; closing conditioned on Business Combination (expected Q4 2026). Net proceeds ~ $30.0M before transaction expenses.
• Conversion terms: Initial conversion rate = 98.03921 Shares per $1,000 principal (≈ $10.20 per share); initially up to 3,585,278 Shares could be issued (subject to adjustment). Conversion may be settled in cash, shares or a combination.
• Investor protections & rights: Notes rank pari passu with other unsecured debt; holders have a put right upon certain Events of Default or Fundamental Transaction to receive a yield-to-put of 8.0% p.a. Overdue cash amounts accrue default interest at 7.0% p.a. Notes are not callable by the company.

Why It Matters
This financing provides Evernorth with committed capital tied to its SPAC combination, supporting its stated corporate uses including activity in the XRP ecosystem. The notes dilute existing equity if converted (initial conversion implies up to ~3.6M shares), and include investor protections (put rights, Events of Default) and conversion mechanics that investors should review. Because issuance is conditional on the business combination, the financing and any related dilution or cash obligations become effective only if that transaction closes. Investors should read the S-4/proxy materials for full terms and potential impacts on share count and capital structure.