Evernorth Holdings Inc. filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission on October 30, 2026, registering up to 73,688,162 shares of Class A common stock and 239,653 Sponsor Warrants for resale by selling securityholders.

Key Highlights

  • Shares registered: Up to 73,688,162 shares of Class A common stock, par value $0.001 per share, are covered by this prospectus.
  • Sponsor Warrants: Up to 239,653 Sponsor Warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, are also registered.
  • No proceeds to company: According to the filing, Evernorth will not receive any proceeds from the sale of shares or warrants by the selling securityholders, except upon cash exercise of the Sponsor Warrants.
  • Share composition: The 73,688,162 shares consist of 19,102,635 outstanding shares, up to 31,392,746 shares issuable upon conversion of Class C common stock, up to 22,953,128 shares issuable upon redemption or exchange of Company Units, and up to 239,653 shares issuable upon exercise of Sponsor Warrants.
  • Recent market prices: As of October 29, 2026, the last reported sale price of the Class A common stock was $14.71 per share and the last reported sale price of the warrants was $3.70 per warrant, according to the filing.
  • Company status: The filing identifies Evernorth as both a smaller reporting company and an emerging growth company under federal securities laws.

Evernorth Holdings S-1: SPAC-Origin Resale Registration Details

Evernorth Holdings Inc., a Nevada corporation headquartered at 600 Battery Street, San Francisco, California, filed a preliminary Form S-1 registration statement on October 30, 2026, using the shelf registration process. The filing covers securities to be offered for resale by named selling securityholders, not a primary offering by the company. The Class A common stock and warrants are listed on the Nasdaq Global Market under the symbols NASDAQ:XRPN and "XRPNW," respectively, according to the prospectus.

The filing discloses that the Sponsor Warrants were originally included in units sold in a private placement completed concurrently with the initial public offering of Arrington Capital SPAC I Inc., formerly known as Armada Acquisition Corp. II. The filing states that Arrington XRP Capital Fund, LP, identified as the Sponsor, acquired its warrants from the original sponsor of the SPAC in August 2025. Additional holders of Sponsor Warrants named in the filing include Cohen & Company Securities, LLC and Northland Securities, Inc.

The selling securityholders may offer, sell, or distribute the registered securities publicly or through private transactions at prevailing market prices or at negotiated prices, according to the filing. Evernorth disclosed that it will bear all costs, expenses, and fees in connection with the registration, while selling securityholders will bear commissions and discounts attributable to their own sales. Legal counsel for the registration is listed as Davis Polk & Wardwell LLP. The registration statement has not yet been declared effective, and the prospectus is designated as preliminary and subject to completion.

What Was Disclosed

Evernorth Holdings filed a preliminary S-1 on October 30, 2026, registering up to 73,688,162 shares of Class A common stock and 239,653 Sponsor Warrants for resale by selling securityholders. The company stated it expects no proceeds from these resales, except upon cash exercise of the Sponsor Warrants at $11.50 per share.