Evernorth Holdings Inc.

As filed with the Securities and Exchange Commission on October 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

600 Battery Street

San Francisco, California 94111

(415)322-3046

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

The Corporation Trust Company

701 S Carson St., Ste 200,

Carson City, Nevada 89701

(888) 528-2677

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Derek Dostal

Meaghan Kennedy

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2026

73,688,162 shares of Class A Common Stock

239,653 Sponsor Warrants

This prospectus relates to the potential offer and sale from time to time by the securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of (i) up to 73,688,162 shares of Class A common stock, par value $0.001 per share (the “Pubco Class A Common Stock”), of Evernorth Holdings Inc., a Nevada corporation (“Pubco” or “Evernorth”), consisting of (a) 19,102,635 issued and outstanding shares held by certain Selling Securityholders, including shares issued pursuant to the Private Placement Subscription Agreements (as defined herein) and the Contribution Agreement (as defined herein), (b) up to 31,392,746 shares of Pubco Class A Common Stock issuable upon conversion of outstanding shares of Class C Common Stock, par value $0.001 per share (the “Pubco Class C Common Stock”) held by certain Selling Securityholders, (c) up to 22,953,128 shares of Pubco Class A Common Stock issuable upon the redemption or exchange of Company Units (as defined below) held by certain Selling Securityholders, and (d) up to 239,653 shares of Pubco Class A Common Stock issuable upon exercise of warrants to purchase shares of Pubco Class A Common Stock at an exercise price of $11.50 per share (the “Sponsor Warrants”), which were originally included in the units sold in a private placement completed concurrently with the closing of the initial public offering of Arrington Capital SPAC I Inc., a Delaware corporation (f/k/a Armada Acquisition Corp. II, a Cayman Islands exempted company with limited liability) (“SPAC”), and are held by Arrington XRP Capital Fund, LP, a Delaware limited partnership (the “Sponsor”), Cohen & Company Securities, LLC and Northland Securities, Inc. (the Sponsor having acquired its warrants from the original sponsor of SPAC in August 2025), and (ii) up to 239,653 Sponsor Warrants. We will not receive any proceeds from the sale of Pubco Class A Common Stock or Sponsor Warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Sponsor Warrants.

The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Pubco Class A Common Stock or Sponsor Warrants, except with respect to amounts received by us upon the exercise of the Sponsor Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Pubco Class A Common Stock or Sponsor Warrants. See “Plan of Distribution.”

The Pubco Class A Common Stock and our warrants are listed on the Nasdaq Global Market under the symbols “XRPN” and “XRPNW,” respectively. On October 29, 2026, the last reported sale price of the Pubco Class A Common Stock was $14.71 per share and the last reported sale price of our warrants was $3.70 per warrant.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors,” and under similar headings in any amendment or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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