0002092592 2026-10-29 2026-10-29 0002092592 1 2026-10-29 2026-10-29 0002092592 2 2026-10-29 2026-10-29 0002092592 3 2026-10-29 2026-10-29 0002092592 4 2026-10-29 2026-10-29 iso4217:USD pure shares S-1 S-1 EX-FILING FEES 0002092592 Evernorth Holdings Inc. N/A N/A S-1 Evernorth Holdings Inc. false Equity Class A Common Stock, $0.001 par value per share true 73448509 14.65 1076020656.85 0.000087 93613.80 false Equity Class A Common Stock, $0.001 par value per share, issuable upon exercise of Warrants true 239653 11.50 2756009.50 0.000087 239.77 false Equity Class A Common Stock, $0.001 par value per share, issuable upon conversion of the Convertible Notes true 3585278 14.65 52524322.70 0.000087 4569.62 false Equity Warrants to purchase shares of Class A Common Stock true 239653 0.00 0.000087 0.00 1131300989.05 98423.19 0.00 0.00 98423.19 (a) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is also registering an indeterminate number of additional shares of Class A Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. (b) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low prices of the Class A Common Stock on October 26, 2026 as reported on The Nasdaq Global Market, which was $14.65 per share. (c) Consists of (i) 19,102,635 issued and outstanding shares of Class A Common Stock held by the Selling Securityholders, including shares issued pursuant to the Private Placement Subscription Agreements and the Contribution Agreement, (ii) up to 31,392,746 shares of Class A Common Stock issuable upon conversion of outstanding shares of Class C common stock, par value $0.001 per share (the "Class C Common Stock"), and (iii) up to 22,953,128 shares of Class A Common Stock issuable upon redemption or exchange of membership units of Pathfinder Digital Assets LLC, a Delaware limited liability company ("Pathfinder"), held by members of Pathfinder other than the registrant and Arrington Capital SPAC I Inc., a Delaware corporation (f/k/a Armada Acquisition Corp. II) ("SPAC") (together with the corresponding cancellation of an equal number of Company Units). See Note 1(a) above. See Note 1(b) above. (d) Consists of up to 239,653 shares of Class A Common Stock issuable upon exercise of the warrants, each of which is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the "Sponsor Warrants"). Pursuant to Rule 457(g) under the Securities Act, the proposed maximum offering price per share is the exercise price of the Sponsor Warrants. See Note 1(a) above. See Note 1(b) above. (e) Consists of up to 3,585,278 shares of Class A Common Stock initially issuable upon conversion of the registrant's 4.00% Convertible Senior PIK Notes due 2031 (the "Convertible Notes"), based on the initial conversion rate and assuming the maximum amount of PIK Interest (as defined in the Convertible Notes) payable, subject to adjustment. See Note 1(a) above. See Note 1(b) above. (f) Consists of up to 239,653 Sponsor Warrants, which were originally included in the units sold in a private placement completed concurrently with the closing of the SPAC's initial public offering and are held by Arrington XRP Capital Fund, LP, a Delaware limited partnership, Cohen & Company Securities, LLC and Northland Securities, Inc. (g) No separate registration fee is due in accordance with Rule 457(g) under the Securities Act.