Evernorth Holdings Inc. is registering for resale by selling securityholders up to 73,688,162 shares of Class A common stock and up to 239,653 Sponsor Warrants. The share amount includes issued shares and shares issuable upon conversion of Class C common stock, exchange or redemption of Company Units, and exercise of Sponsor Warrants. Selling securityholders may sell after the registration statement becomes effective, at prevailing market or negotiated prices. Evernorth will receive no proceeds from those resales, but may receive proceeds if Sponsor Warrants are exercised for cash.
Evernorth describes its business as an active XRP investment vehicle and states that it and Pathfinder have no operating history or revenues. Separately, Evernorth has a committed equity facility giving it the right, but not the obligation, to direct Cantor to purchase up to 5,218,935 newly issued shares, subject to contractual conditions; those shares are registered under a separate registration statement, not this prospectus.
Evernorth Holdings Inc. (XRPN) is the issuer of the Class A common stock in which Alta Partners LLC reported beneficial ownership of 1,369,646 shares issuable upon exercise of warrants, equal to 4.99% of the class. Alta Partners reported sole voting and dispositive power over 1,369,646 shares and zero shared voting or dispositive power.
Evernorth Holdings Inc. (XRPN) registered up to 5,218,935 shares of Class A common stock for resale by CF Principal Investments LLC under a committed equity facility. Under the October 23, 2026 purchase agreement, Evernorth may, in its sole discretion and subject to conditions, issue and sell shares to the Holder; the Holder may then resell them publicly or privately at prevailing market or negotiated prices.
Evernorth receives no proceeds from the Holder’s resales. Assuming all 5,218,935 shares are sold to the Holder at the cover-page price of $15.46 per share, Evernorth may receive up to approximately $80.7 million in aggregate gross proceeds. Evernorth also agreed to pay the Holder a $521,893.50 cash commitment fee within five business days after the registration statement is declared effective. The agreement permits sales through the first day of the month next following its 14-month anniversary.
On October 23, 2026, Evernorth Holdings Inc. (XRPN) entered into a committed equity facility with CF Principal Investments LLC, allowing Evernorth, at its option, to sell Cantor up to 5,218,935 newly issued Class A common shares. Purchases begin only after conditions are met, including SEC effectiveness of the resale registration statement and filing of a final prospectus. The price is 97% of the volume weighted average price, except accepted notices seeking over 20% of volume use the lower of that average and the lowest price in a block trade of more than 100,000 shares sold after acceptance that day.
Purchase quantities are limited by a 4.99% beneficial-ownership ceiling, 20% of shares traded during the purchase period, and Evernorth’s good-faith estimate. Its $521,893.50 cash commitment fee is fully earned and nonrefundable; any additional commitment fee is subject to a combined cap of $1,000,000. Reimbursements to Cantor and Cantor Fitzgerald & Co. are capped at $500,000. Evernorth agreed to file the initial Form S-1 within 30 days of the Registration Rights Agreement.
Evernorth Holdings Inc. (XRPN) reports that ten percent owner SBI Holdings USA, Inc. directly held 6,529,787 Class A shares and 1,633,180 Class C shares as of October 9, 2026, the date the business combination was completed. Each Class C share is convertible into one Class A share at the holder’s option upon written notice, subject to charter restrictions including the restriction against the SBI Group Ownership Percentage exceeding 39.9%. The underlying Class A shares reported for the Class C stock are separate from the reported Class A holding.
Evernorth Holdings Inc. is identified as the issuer; Arrington XRP Capital Fund, LP, the record holder, is reported as beneficially owning 4,704,137 shares of Class A common stock, or 19.9%. Arrington Capital Management, LLC, the Fund’s general partner, and Jack Michael Arrington, its managing member, may each be deemed to have voting and dispositive power over the Fund’s shares. The ownership table lists 3,504,634 shares with sole voting and dispositive power and 1,199,503 with shared voting and dispositive power. The percentage is based on 23,638,882 Class A shares outstanding as of October 9, 2026.
The reported amount excludes 29,033,708 non-voting Class C shares and 84,653 Class A shares underlying warrants. The issuer’s ownership restriction blocks conversion or issuance to the extent it would cause the RippleWorks Attributed Ownership Percentage to exceed 19.9%; those shares are not acquirable within 60 days. Under a letter agreement, RippleWorks, Inc. may direct voting of 1,199,503 Class A shares among the DAT Side Pocket Shares and is consulted on their disposition, subject to the agreement’s voting fallback provisions.
Evernorth Holdings Inc. (XRPN) reports that, as of October 9, 2026, Arrington XRP Capital Fund, LP held 29,033,708 Class C shares, 4,704,137 Class A shares and 84,653 warrants exercisable for Class A shares. The three reporting persons—Arrington XRP Capital Fund, LP, Arrington Capital Management, LLC, and Jack Michael Arrington—are each identified as ten percent owners. The Fund and Arrington Capital Management disclaim beneficial ownership except to the extent of their respective pecuniary interests. Class C shares are non-voting and convertible one-for-one, subject to a 19.9% RippleWorks Attributed Ownership Percentage limit. Each warrant is exercisable for one Class A share at $11.50 and expires October 9, 2031.
Evernorth Holdings Inc. registered the issuance of up to 11,499,992 shares of Class A common stock upon exercise of Public Warrants; each warrant is exercisable for one share at $11.50. Evernorth states it will receive cash proceeds from cash exercises and no proceeds from other sales of these shares. The warrants were issued in exchange for redeemable warrants included in SPAC units.
Evernorth became the publicly traded parent of Pathfinder and SPAC Delaware after completing its business combination on October 9, 2026. It describes itself as an active manager of XRP assets, uses XRP per share as its primary performance measure, and says it intends to maintain a concentrated XRP position. Related transactions included private placements funded with cash and XRP, plus Evernorth’s issuance of $30 million aggregate principal amount of 4.00% convertible senior PIK notes due 2031. Those notes have an initial conversion rate of 98.03921 Class A shares per $1,000 principal amount and a maximum of 3,585,278 shares initially issuable assuming maximum payment-in-kind interest. Evernorth says it and Pathfinder have no operating history or revenues; identified risks include XRP volatility and custody and counterparty exposure.