XRP Healthcare Signs LOI for Qualifying Transaction with AAJ Capital 3 Corp., to List on TSX Venture Exchange
XRP Healthcare M&A Holding Inc. (“XRP Healthcare”), a UAE-based healthcare consolidation and diagnostics platform, has entered into a non-binding letter of intent (LOI) with AAJ Capital 3 Corp. (“AAJ”) (TSXV: AAAJ.P), a Canadian capital pool company. The proposed reverse takeover transaction would constitute AAJ’s Qualifying Transaction under TSX Venture Exchange (the “Exchange”) Policy 2.4.
Upon completion, AAJ will acquire 100% of XRP Healthcare, and the resulting issuer (the “Resulting Issuer”) will carry forward XRP Healthcare’s strategy to build a vertically integrated, tech-enabled healthcare network across underserved African markets. ARC Group is acting as exclusive financial advisor to XRP Healthcare.
The Resulting Issuer is expected to be listed on the TSX Venture Exchange, subject to regulatory approval. Concurrently, the company will pursue a name change and launch a private placement to raise gross proceeds of at least CAD$ 1.3 million to fund expansion, working capital, and operational scale-up.
“This agreement is a strategic leap toward our vision of transforming healthcare in emerging markets. We’re building a unified, tech-enabled platform across Africa one that delivers real-world impact, scales responsibly, and positions XRP Healthcare as a category-defining public company,”
— Kain Roomes, CEO, XRP Healthcare
“We are pleased to have entered into this LOI with XRP Healthcare and now look forward to working toward the completion of the Qualifying Transaction,”
— Peeyush Varshney, CEO, AAJ Capital 3 Corp.
Transaction Terms
The proposed transaction will value AAJ at CAD$ 1,000,000 and XRP Healthcare at CAD$ 14,996,984 (pre-money). The number of shares to be issued will be determined based on the agreed offering price under the concurrent financing. The LOI is non-binding except for confidentiality, expense, and non-solicitation provisions.
Final terms remain subject to tax, legal, and regulatory review. A Definitive Agreement is expected to be executed by July 15, 2025, with closing targeted on or before August 31, 2025.
Concurrent Financing
The transaction includes a minimum CAD$ 1.3 million private placement. A minimum of CAD$ 680,000 will be sourced jointly by AAJ and XRP Healthcare, with each party committing at least CAD$ 340,000. Final pricing and structure will be market-dependent and agreed upon with any appointed lead agent.
Management and Governance:
Following the transaction, XRP Healthcare’s existing management team will assume leadership of the Resulting Issuer. The board of directors will include at least four members, with a minimum of two being independent. Full details will be disclosed upon execution of the Definitive Agreement.
Conditions and Approvals:
Completion of the transaction is subject to standard conditions, including:
- Execution of the Definitive Agreement
- Completion of the concurrent financing
- Satisfactory due diligence
- Regulatory, corporate, and shareholder approvals
- Exchange approval and CPC filing statement
- No material adverse changes in either party
Trading in AAJ’s common shares has been halted pending review by the Exchange and is expected to resume post-transaction close.
About XRP Healthcare M&A Holding Inc.
XRP Healthcare is a private company incorporated in Dubai, UAE, focused on modernizing healthcare access across emerging markets. Through strategic acquisitions and proprietary point-of-care diagnostics, the company operates a growing pharmacy network and aims to scale integrated health services across Africa.
About AAJ Capital 3 Corp.
AAJ Capital 3 Corp. is a capital pool company incorporated under the Business Corporations Act (British Columbia) with a mandate to identify and complete a Qualifying Transaction. The company currently has 6,450,000 common shares and 645,000 stock options outstanding.
Advisors
ARC Group is acting as exclusive financial advisor to XRP Healthcare M&A Holding Inc.
Oakridge Law LLP (Ontario) is serving as legal counsel to XRP Healthcare.
McMillan LLP (Vancouver) is serving as legal counsel to AAJ Capital 3 Corp.
“We are proud to advise XRP Healthcare on a listing strategy aligned to their long-term vision. This step establishes the foundation for a disciplined entry into public markets and a platform for resilient growth.”
— Charles Chong, Vice President, ARC Group
About ARC Group
ARC Group is a globally based investment bank and management consultancy firm, specializing in bridging Asia and the West. Our services encompass a full spectrum of financial solutions, including IPOs, M&A, financing, venture capital, and SPACs. ARC Group also includes an independent consulting division dedicated to addressing the unique challenges faced by companies operating across both Asian and Western markets. Headquartered in Hong Kong, with offices across Mainland China, the USA, Malaysia, Indonesia, Vietnam, India, Sweden, and the UAE, we are well-positioned to provide cross-border financial and advisory services.
Our commitment to anticipating market trends and delivering client-centered solutions has earned ARC Group the Frost & Sullivan 2024 Company of the Year Award in the Asian mid-market investment advisory sector.
