#Canada #Vancouver #Merger Deal #XRP Healthcare #AAJ Capital

AAJ Capital 3 Corp. and XRP Healthcare Join Forces

AAJ Capital 3 Corp. has reached a pivotal moment in its corporate journey by signing a definitive agreement with XRP Healthcare MA Holding Inc. This agreement marks a significant step towards a major business merger, aimed at enhancing healthcare access across emerging markets. This strategic move was officially announced on July 16, 2025, and is expected to create substantial opportunities for both companies.

The Background of the Transaction

The agreement follows a non-binding letter of intent (LOI) signed on May 11, 2025, which set the groundwork for the impending merger. AAJ, which operates under the regulations of the TSX Venture Exchange, is on the path to completing what it identifies as its 'Qualifying Transaction' under the exchange's policies. This merger is expected to bolster AAJ's portfolio and significantly enhance its operational capabilities in healthcare, particularly through XRP's established networks and innovative approaches.

Details of the Proposed Merger

Under the terms set forth in the definitive agreement dated July 14, 2025, AAJ plans to issue approximately 37.5 million common shares to XRP shareholders. This share exchange will position XRP’s shareholders as key stakeholders in the newly formed entity, slated to be named XRP Healthcare MA Holding Inc., pending regulatory approvals. The deemed transaction price per AAJ share is set at CAD $0.40, a significant valuation reflecting XRP's growth potential.

Presently, AAJ has approximately 6.45 million shares outstanding with no plans for consolidation or splitting in connection with the proposed transaction. Additionally, XRP maintains roughly 1 million shares, with no consolidation measures anticipated. Following the merger, XRP's leadership will retain control over the resulting entity, ensuring continuity in management and operations.

Strategic Goals and Vision

XRP Healthcare MA Holding Inc., incorporated under the Abu Dhabi Global Markets (ADGM), is focused on modernizing healthcare access through its innovative solutions and strategic growth initiatives. With a growing pharmacy and wholesale distribution network operating across Africa, XRP is set to expand its reach through the new partnership with AAJ. The company's unique approach combines AI-powered platforms with point-of-care diagnostics to improve patient engagement and health outcomes.

Kain Roomes, the proposed CEO of the resulting issuer, emphasizes the potential of this merger to change the landscape of healthcare delivery in Africa. Under his leadership, XRP has already gained considerable traction, growing from zero to a $194 million valuation in a short time by effectively leveraging blockchain technology and strategic partnerships.

Regulatory and Approval Process

The completion of the merger is contingent upon various regulatory approvals and conditions, including shareholder approvals for name changes and board reconstitution. AAJ is also considering a private placement aimed at raising capital to support XRP's operational scale-up and general corporate needs. This placement is projected to yield a minimum of CAD $1.78 million,
which further underscores the merger's ambition to cement XRP's foundation in the healthcare sector.

AAJ’s meeting with shareholders is anticipated to cover key topics such as the name change and proposed board appointments. The outlined timeline suggests a completion of the merger by October 31, 2025, if all conditions are satisfactorily met.

The Leadership Team

The incoming board of directors and executives, including seasoned professionals with extensive backgrounds in healthcare and technology, aims to ensure that the resultant company is well-equipped to tackle upcoming challenges and opportunities. Notably, Whitney Lynn, a retired veteran and experienced CEO, is proposed as the chair, bringing a wealth of knowledge in business development and operational strategy.

Conclusion

The merger between AAJ Capital 3 Corp. and XRP Healthcare signifies a bold step towards revolutionizing healthcare accessibility in Africa. As the companies navigate regulatory approvals and prepare for the operational integration, this partnership could set a vital precedent in the healthcare sector, illustrating the profound impact of collaborative innovation and strategic expansion in transforming healthcare delivery systems. The upcoming months will be crucial, and stakeholders will be keenly monitoring the developments leading up to this significant merger's completion.