SBI Holdings USA, Inc. - 09 Oct 2026 Form 3 Insider Report for Evernorth Holdings Inc. (XRPN)

Reporting relationship: 10%+ Owner
Issuer ticker: XRPN
Reported as of: 09 Oct 2026
Net transaction value: $0
SEC form: 3
Accepted by SEC: 20 Oct 2026, 21:24:38 UTC
Source filing: View source filing
Reporting owner signature: /s/ Shohei Yamada, President and Chief Executive Officer

Filing notes and source

Key filing fact

SBI Holdings USA, Inc. filed Form 3 for Evernorth Holdings Inc. (XRPN) on 20 Oct 2026.

Key facts

This page summarizes SBI Holdings USA, Inc.'s Form 3 filing for Evernorth Holdings Inc. (XRPN).
0 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 20 Oct 2026, 21:24.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reporting Owners (1)

CIK 0002107413 Primary reporting owner

SBI Holdings USA, Inc.

Relationship: 10%+ Owner
Address: 2445 AUGUSTINE DRIVE, SUITE 150, SANTA CLARA
Signature: /s/ Shohei Yamada, President and Chief Executive Officer
Signature date: 19 Oct 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

XRPN holding

Class A Common Stock, par value $0.001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 6,529,787
Date: 09 Oct 2026
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

XRPN holding Derivative

Class C Common Stock, par value $0.001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date: 09 Oct 2026
Ownership: Direct
Underlying class: Class A Common Stock, par value $0.001 per share
Underlying amount: 1,633,180
Exercise price: $0.000000
Footnotes: F1, F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 footnotes

Footnote F1

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.

Footnote F2

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).

SEC 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.