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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Evernorth Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
10/09/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Arrington XRP Capital Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,704,137.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Arrington Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,704,137.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Jack Michael Arrington | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,704,137.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Evernorth Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
600 Battery Street, San Francisco, California 94111 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by (i) Arrington XRP Capital Fund, LP, a Delaware limited partnership (the "Fund"), the holder of record of the securities; (ii) Arrington Capital Management, LLC, a Delaware limited liability company and the general partner of the Fund (the "GP"); and (iii) Jack Michael Arrington, a United States citizen and the managing member of the GP (collectively, the "Reporting Persons"). The GP and Mr. Arrington may each be deemed to have voting and dispositive power over the shares of Class A Common Stock held by the Fund and disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Each Reporting Person disclaims membership in any group and disclaims beneficial ownership of any securities held by RippleWorks, Inc. except to the extent of its pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
c/o Arrington XRP Capital Fund, LP, 382 NE 191st St., Suite 52895, Miami, Florida 33179-3899 | |
| (c) | Citizenship:
Each of the Fund and the GP is organized under the laws of the State of Delaware; Mr. Arrington is a United States citizen. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,704,137. The Reporting Persons also hold 29,033,708 shares of Class C Common Stock (non-voting, convertible on a one-for-one basis into Class A Common Stock) and warrants to purchase 84,653 shares of Class A Common Stock. None of such Class C shares or warrant shares is included in the amounts reported herein because the issuer's Amended and Restated Articles of Incorporation provide that such shares shall not be converted or issued to the extent such conversion or issuance would cause the RippleWorks Attributed Ownership Percentage (as defined therein) to exceed 19.9%; accordingly, such shares are not convertible or issuable, and are not acquirable within 60 days. | |
| (b) | Percent of class:
19.9% %
| |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,504,634 | ||
| (ii) Shared power to vote or to direct the vote:
1,199,503 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,504,634 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,199,503 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Pursuant to a letter agreement, dated October 17, 2025, between the Fund and RippleWorks Inc. ("RippleWorks"), the Fund and RippleWorks have agreed to certain arrangements with respect to 1,199,503 shares of Class A Common Stock and 29,033,708 shares of Class C Common Stock held by the Fund (collectively, the "DAT Side Pocket Shares") as of the date of this Schedule 13G. Under the letter agreement: (i) RippleWorks has the right to direct the voting of the DAT Side Pocket Shares that are entitled to vote, and the Fund votes such shares in accordance with RippleWorks' instructions; if RippleWorks does not timely provide voting instructions, the Fund votes such shares in accordance with the Issuer's board of directors' recommendation, or, if the board has made no recommendation, in the Fund's sole discretion; and (ii) the Fund is required to consult with RippleWorks regarding the disposition of the DAT Side Pocket Shares. RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This statement is filed by Arrington XRP Capital Fund, LP, together with its general partner, Arrington Capital Management, LLC and Jack Michael Arrington, the managing member of the general partner. The Reporting Person disclaims membership in any group and disclaims beneficial ownership of any securities held by RippleWorks, Inc. except to the extent of its pecuniary interest therein. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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The Reporting Persons have entered into a Joint Filing Agreement with respect to the joint filing of this statement and any amendments hereto pursuant to Rule 13d-1(k)(1), filed herewith as Exhibit 99.1. |