More than 400M XRP tied to Evernorth face Oct. 19 cutoff

Armada Acquisition Corp. II took an unsecured $135,000 sponsor loan from Arrington XRP Capital Fund to cover SPAC administration. The note was signed July 27 and drawn on July 31, and it may be used for ordinary administrative expenses. The loan matures when the business combination closes or terminates, and Armada may seek additional funding at Arrington’s discretion, the filing shows.

Advance subscribers committed $214.05 million in cash and 600,000 XRP to the proposed Evernorth business combination. About $214 million of the cash purchased roughly 84.4 million XRP; those purchased tokens and the contributed XRP are held in conditional pre-closing custody under the subscription agreements. A separate Ripple affiliate placed 50 million XRP in pre-closing custody under its own subscription.

RippleWorks provided Arrington with $500,000 in cash and about 211.3 million XRP, and the Series C agreement requires Arrington to invest that same token amount. The filing states RippleWorks may withdraw its combined investment if the business combination is not completed. Ripple’s direct contribution — about 126.8 million XRP in exchange for Pathfinder units that would convert into Evernorth shares at closing — is outside the subscription custody pools and the filing does not describe an identical return process for those tokens.

Taken together, the commitments and custody arrangements mean more than 400 million XRP are either held in pre-closing custody or are contractually tied to the proposed listing. Under the subscription agreements, if the business combination does not close by the transaction’s Outside Date and there is no written extension, a return process would begin for each advance subscriber’s share of custody XRP and any residual cash. Delayed subscribers’ contributions, reported as $10.5 million and 200,000 XRP, are payable only at closing and are not placed in the pre-closing custody structure.

Arrington’s Series C subscription is dated Oct. 19, 2025. The agreement reaches its conditional 12-month point on Oct. 19, 2026 unless the business-combination agreement ends earlier or the parties sign a mutual written agreement. Other subscriber exhibits in the filing use placeholder execution dates, so their individual contractual deadlines are not disclosed; the Oct. 19 date applies specifically to Arrington’s Series C agreement.

As of Aug. 3, the amended registration statement for Evernorth remained preliminary, with no shareholder record date or meeting date listed and no effectiveness notice or definitive proxy filed. Any later effectiveness notice, definitive proxy, financing amendment or waiver would change the timing analysis for the transaction and the handling of custody XRP.

The filing sets out the mechanics used in the SPAC process: short-term sponsor financing for administrative costs, subscriber cash and token commitments held in conditional custody, and contractual return rights if the combination does not close. The documents describe how funds and tokens would be handled if the transaction closes, is extended, or terminates.