Initial Statement of Beneficial Ownership (Form 3)

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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(Print or Type Responses)

1. Name and Address of Reporting Person * SBI Holdings USA, Inc. 2. Date of Event Requiring Statement (Month/Day/Year) 10/09/2026 3. Issuer Name and Ticker or Trading Symbol Evernorth Holdings Inc. [XRPN] (Last) (First) (Middle) 2445 AUGUSTINE DRIVE, SUITE 150 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 Original Filed (Month/Day/Year) (Street) SANTA CLARA, CA 95054 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SBI Holdings USA, Inc. 2445 AUGUSTINE DRIVE, SUITE 150 SANTA CLARA, CA 95054		X

Signatures

/s/ Shohei Yamada, President and Chief Executive Officer		10/19/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

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