Evernorth Registers Up to 73.7 Million Shares for Potential Resale

Evernorth Holdings Inc. filed a preliminary registration statement with the SEC Friday, Oct. 30, covering up to 73,688,162 Class A shares for potential resale, nearly three times its Oct. 22 share count.

Sales under the registration cannot begin until it takes effect, and the filing does not show that any securityholder has decided to sell. Evernorth had 26,094,680 Class A shares outstanding as of Oct. 22.

Of the registered shares, 19,102,635 are already issued and outstanding. Up to 31,392,746 more could be issued through conversion of Class C shares, while 22,953,128 could come through redemption or exchange of Company Units. Another 239,653 shares could be issued if sponsor warrants are exercised. The filing separately covers 239,653 sponsor warrants.

The largest resale allocations are 33,822,498 shares for Arrington XRP Capital Fund, LP; 18,139,927 for Ripple Labs Inc.; and 11,790,952 combined for SBI-affiliated entities. Applicable lock-up provisions also apply.

Evernorth would receive no proceeds from securityholders’ resales. It could receive about $2.8 million if all registered sponsor warrants are exercised for cash at $11.50 per share.

Evernorth is focused on acquiring and actively managing an XRP treasury. Its Class A shares trade on Nasdaq under XRPN, and its warrants trade under XRPNW.