AAJ Capital 3 Corp. Finalizes Qualifying Transaction with XRP Healthcare

Deal News | Jul 16, 2025 | PR Newswire Cision XRP Healthcare

AAJ Capital 3 Corp., a capital pool company on the TSX Venture Exchange, has announced a definitive share exchange agreement with XRP Healthcare M&A Holding Inc. This marks a significant step in a proposed business combination that AAJ expects to qualify as its 'Qualifying Transaction' under TSXV’s Policy 2.4. The deal involves AAJ issuing over 37 million common shares to XRP shareholders, with a deemed price of CAD$0.40 per share. Upon completion, the combined entity will focus on continuing XRP’s healthcare operations. Conditions included in the agreement require extensive regulatory approvals and shareholder consent for elements such as a name change and board reconstitution. A concurrent private placement aims to raise CAD$1.78 million to expand XRP’s operations. The resulting issuer is anticipated to list as a Tier 2 Industrial/Healthcare issuer on the TSXV. Detailed financial disclosures were released, showing XRP’s assets, liabilities, and net profit for the prior fiscal year. Key executive appointments, including Whitney Lynn and Kain Roomes, are expected to lead the company, capitalizing on their extensive backgrounds in M&A and healthcare, respectively.

Sectors

  • Healthcare
  • Financial Services
  • Pharmaceuticals
  • Investment & Mergers & Acquisitions

Geography

  • Canada – AAJ Capital 3 Corp. is incorporated in British Columbia and is listed on the TSX Venture Exchange, a factor that influences its regulatory and operational environment.
  • United Arab Emirates – XRP Healthcare M&A Holding Inc. is incorporated in Abu Dhabi, which impacts its strategic decisions and operations, especially in healthcare services.
  • Africa – XRP Healthcare aims to scale its healthcare services across Africa, focusing on current operations in Uganda through its subsidiary Pharma Ville Limited.

Industry

  • Healthcare – XRP Healthcare M&A Holding Inc. is involved in modernizing access to healthcare services across emerging markets, leveraging strategic acquisitions and proprietary diagnostics.
  • Financial Services – AAJ Capital 3 Corp. operates as a capital pool company which focuses on identifying and evaluating businesses for completing qualifying transactions.
  • Pharmaceuticals – Pharma Ville Limited, a subsidiary of XRP Healthcare, operates wholesale and retail pharmaceutical operations, which will benefit from improved operational systems through the merger.
  • Investment & Mergers & Acquisitions – The transaction involves a significant merger between AAJ Capital 3 Corp. and XRP Healthcare M&A Holding Inc., a key factor within mergers and acquisitions activities.

Financials

  • CAD$0.40 – Deemed transaction price per AAJ Share to be exchanged with XRP Shares.
  • 37,492,460 – Number of AAJ Shares to be issued to XRP shareholders in the transaction.
  • CAD$1,780,000 – Minimum gross proceeds aimed to be raised through a private placement by AAJ Shares.
  • $723,039.64 – Total Assets of XRP as of June 30, 2024.
  • $468,733.48 – Total Liabilities of XRP as of June 30, 2024.
  • $1,859,913.43 – Revenues of XRP for the year ended June 30, 2024.
  • (282,991.25) – Net loss of XRP for the year ended June 30, 2024.

Participants

NameRoleTypeDescription
AAJ Capital 3 Corp.Bidding CompanyCompanyA capital pool company incorporated in British Columbia, focused on completing qualifying transactions within the TSX Venture Exchange's framework.
XRP Healthcare M&A Holding Inc.Target CompanyCompanyA privately held company in Abu Dhabi, UAE, modernizing healthcare access through strategic acquisitions and AI-driven platforms, operating in emerging markets.
Whitney LynnProposed ChairmanPersonA veteran in M&A and business development, Whitney Lynn is set to become the Chairman, bringing extensive experience in global operations and strategic growth.
Kain RoomesProposed CEOPersonFounder & CEO of XRP Healthcare, transitioning to CEO of the resulting issuer, leveraging his expertise in blockchain healthcare and strategic growth.
Laban RoomesProposed COOPersonCo-Founder of XRP, with experience in investments and entrepreneurship, bringing strategic direction to the healthcare platform.
Anna SkowronProposed CFOPersonCurrent CFO of XRP with experience in strategic accounting and financial leadership, moving to the same role in the resulting issuer.
Keith ErreyProposed Independent DirectorPersonAn experienced technology entrepreneur, proposed as an independent director, with a career in healthcare and technology commercialization.
Joseph J. Swantack Jr.Proposed Independent DirectorPersonA visionary executive in advanced medical technology and aerospace innovation, proposed to join the board to drive technological advancements.
Pharma Ville LimitedSubsidiaryCompanyA pharmaceutical company headquartered in Uganda, operating wholesale and retail branches, set to expand under XRP Healthcare's strategic plan.
ARC Group LimitedOtherCompanyServes as the exclusive financial advisor to XRP Healthcare M&A Holding Inc.
Oakridge Law LLPOtherCompanyLegal counsel to XRP Healthcare M&A Holding Inc., providing legal assistance for the transaction.