Armada Acquisition Corp. II has secured a $135,000 loan from Arrington XRP Capital as it works to take Evernorth Holdings public, with over 400 million XRP in conditional custody and a key contractual deadline looming in October 2026
Armada Acquisition Corp. II, the special purpose acquisition company (SPAC) aiming to bring XRP treasury operator Evernorth Holdings to public markets, has taken a $135,000 unsecured loan from Arrington XRP Capital Fund. The funding, signed on July 27 and drawn on July 31, is intended to cover routine administrative expenses as Armada navigates the complex process of merging with Evernorth. Arrington, which sponsors Armada and is a major subscriber to the deal's XRP commitments, retains discretion over any additional funding requests. The note will mature upon the closing or termination of the business combination, whichever comes first, and does not by itself indicate financial distress at Evernorth.
Conditional XRP Commitments
Evernorth's amended registration statement, filed July 29, remains in a preliminary state as of early August, with key shareholder dates still unannounced. According to the filing, advance subscribers have committed $214.05 million in cash and 600,000 XRP, with $214 million of the cash used to purchase approximately 84.4 million XRP. These tokens, along with the contributed XRP, are held in conditional pre-closing custody. If the business combination fails to close by the contractual Outside Date-without a written extension-each subscriber's share of the custody XRP and any remaining cash is set to be returned. Arrington's Series C subscription agreement, dated October 19, 2025, reaches its 12-month conditional point on October 19, 2026, unless an earlier event or amendment occurs. Other subscriber agreements have placeholder dates, leaving their specific deadlines undisclosed.
Ripple and Delayed Subscribers
Delayed subscribers have pledged an additional $10.5 million and 200,000 XRP, but these funds and tokens are only due at closing. Separately, a Ripple affiliate has placed 50 million XRP in pre-closing custody, while RippleWorks has supplied Arrington with $500,000 and about 211.3 million XRP, which Arrington is required to invest through the Series C agreement. RippleWorks retains the right to withdraw this combined investment if the business combination does not complete. Ripple's own direct contribution-about 126.8 million XRP in exchange for Pathfinder units convertible to Evernorth shares-sits outside the main subscription pools and does not include the same custody-return mechanism if the deal falls through.
Uncertain Timeline and Market Context
As of August 3, Evernorth had not set a public vote or shareholder meeting date, and no definitive proxy or effectiveness notice had been filed. The October 19, 2026, date is specific to Arrington's agreement and does not represent a universal deadline for the transaction. Any changes to the deal's structure, financing, or regulatory status could alter the timeline. The situation echoes other recent crypto company maneuvers to secure funding and extend runway, such as when SOS Limited shareholders approved a massive share expansion to address cash shortfalls. For Evernorth, the focus remains on navigating regulatory review and aligning subscriber commitments with the evolving SPAC process.
According to the amended registration statement, over 400 million XRP are currently held in conditional custody as part of the Evernorth SPAC transaction, including contributions from advance subscribers, delayed subscribers, Ripple affiliates, and RippleWorks. The largest single cash commitment stands at $214 million, used to acquire approximately 84.4 million XRP, with all assets subject to return if the business combination does not close by the relevant contractual deadlines.
SPAC transactions involving cryptocurrency treasuries introduce unique risks and dependencies compared to traditional mergers. The use of conditional custody for large token allocations means that closing delays or regulatory setbacks can trigger complex unwind processes, potentially affecting token liquidity and market perception. For U.S. investors and companies, understanding the interplay between SPAC mechanics, token custody, and regulatory review is essential when evaluating the prospects and risks of crypto-related public listings.
