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Form 3 Evernorth Holdings Inc. For: Oct 09 Filed by: SBI Holdings USA, Inc.

October 20, 2026 9:25 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
SBI Holdings USA, Inc.
(Last) (First) (Middle)
2445 AUGUSTINE DRIVE, SUITE 150
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2026 		3. Issuer Name and Ticker or Trading Symbol
Evernorth Holdings Inc. [ XRPN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.001 per share 6,529,787
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Common Stock, par value $0.001 per share (1) (2) (1) (2) Class A Common Stock, par value $0.001 per share 1,633,180 (2) 0 (2) D
Explanation of Responses:
1. Each share of Class C Common Stock is convertible into one share of Class A Common Stock at the holder's option upon written notice, subject to Article 4, Sections 4 and 11 of the Issuer's Amended and Restated Articles of Incorporation. Those provisions include the restriction on the SBI Group Ownership Percentage, as defined in the Articles, exceeding 39.9%. Class C Common Stock also converts automatically upon a Transfer, as defined in the Articles, unless the conversion would cause either applicable ownership limit in Article 4, Section 4(b) to be exceeded. The underlying Class A shares reported in Table II are not included in Table I.
2. The Reporting Person directly holds 1,633,180 shares of Class C Common Stock. No additional consideration is payable upon conversion, and the Class C Common Stock has no expiration date. Reporting the underlying shares does not imply that conversion is presently permitted without regard to the restrictions described in note (1).
Remarks:
This Form 3 is filed solely by SBI Holdings USA, Inc. (the "Reporting Person"). The holdings reported herein reflect the Reporting Person's holdings as of October 9, 2026, the date of completion of the Issuer's business combination. This report is not filed on behalf of any other person.
/s/ Shohei Yamada, President and Chief Executive Officer 10/19/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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