Evernorth Holdings Inc.

Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

•future financial results or strategies regarding Pubco;

•Pubco’s ability to execute its business strategy, develop operations, and achieve profitability, including as a newly formed company with limited operating history;

•the outcome of the Transactions and statements regarding the anticipated benefits of the Transactions;

•the size and value of the XRP assets held by Pubco;

•the price, liquidity and volatility of XRP;

•market perception, adoption and long-term prospects of XRP and the XRP Ledger;

•competitive conditions affecting Pubco’s business, including developments in the digital asset markets and the entry of new XRP-related investment products;

•digital assets;

•Pubco’s listing on any securities exchange;

•macroeconomic, geopolitical, market, competitive and regulatory conditions affecting XRP and digital assets generally;

•Pubco’s planned business strategy, including its management of XRP assets, treasury operations and participation in XRP yield-generation or related network activities;

•Pubco’s ability to provide its stockholders with exposure to XRP assets and to participate in Pubco’s capital markets plans, as well as the use of proceeds of any potential future capital raises;

•Pubco’s ability to draw on the Committed Equity Facility, including the satisfaction of the conditions to Cantor’s purchase obligations, and the availability, timing and amount of any proceeds therefrom;

•objectives of management for future operations of Pubco;

•the upside potential and opportunity for investors;

•Pubco’s plan for value creation and strategic advantages, market size and growth opportunities, technological and market trends;

•changes in laws, regulations or governmental policies applicable to digital assets, XRP, the XRP Ledger, or Pubco’s business, including tax and securities laws;

•Pubco’s custodial arrangements, counterparty relationships, information-security framework and ability to safeguard its XRP holdings; and

•Pubco’s future financial condition and performance and the expected financial impacts of the Transactions.

These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Pubco or the Company as of any subsequent date, and neither the Company nor Pubco undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in evaluating an investment in Pubco Class A Common Stock. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•the reduced public float of, and reduced liquidity of the trading market for, Pubco Class A Common Stock following the Transactions;

•the failure of Pubco to maintain the listing of its securities on any securities exchange after the Closing;

•risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of XRP;

•the risk that Pubco’s stock price will be highly correlated to the price of XRP and that the price of XRP may decrease at any time after the Closing;

•risks related to increased competition in the industries in which Pubco operates;

•risks relating to significant legal, commercial, regulatory and technical uncertainty regarding XRP and the industries in which Pubco operates;

•risks relating to the treatment of digital assets for U.S. and foreign tax purposes;

•challenges in implementing Pubco’s business plan, due to operational challenges, significant competition and regulation;

•Pubco being considered to be a “shell company” by any securities exchange on which Pubco Class A Common Stock is listed or by the SEC, which may restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities;

•the outcome of any potential legal proceedings that may be instituted against Pubco or others following the announcement of the Transactions; and

While forward-looking statements reflect Pubco’s and the Company’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, Pubco and the Company disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this prospectus. For a further discussion of these and other factors that could cause Pubco’s and the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Pubco and the Company.