Evernorth Holdings Inc.
11/13/2026 | Press release | Distributed by Public on 11/13/2026 15:29
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
References in this section to "we," "us," or "our" are to Evernorth Holdings Inc ("Evernorth", "Pubco"). The historical financial information discussed below reflects Evernorth's results of operations and financial condition as of and for the periods ended September 30, 2026, which are prior to the consummation of the business combination and related transactions described elsewhere in this Quarterly Report on Form 10-Q (collectively, the "Transactions") on October 9, 2026 (the "Closing"). Accordingly, the historical financial information does not reflect the effects of the Transactions. Where indicated, this discussion also describes certain events that occurred after September 30, 2026 and through the date of this Quarterly Report on Form 10-Q, including the Closing. This discussion and analysis should be read together with the unaudited condensed consolidated financial statements of Evernorth and related notes thereto that are included elsewhere in this Quarterly Report on Form 10-Q.
In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled "Cautionary Note Regarding Forward-Looking Statements." Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" or elsewhere in this Quarterly Report on Form 10-Q.
Overview
Evernorth is a purpose-built vehicle for investment into XRP through public equity markets and will provide pure play access to XRP for institutional investors through a scalable, liquid, and regulated vehicle. Evernorth operates as an active manager of our XRP assets striving to maximize stockholder value through sophisticated asset management techniques, including efficient acquisition of XRP, active portfolio management, diversified yield generation strategies and strategic geographic expansion. Evernorth seeks to capitalize on the momentum of XRP and the XRP Ledger, which were purpose built to be an incredibly effective and efficient method to bring a broad swath of financial infrastructure onto a public blockchain, resulting in faster, cheaper and capital efficient transactions.
Evernorth leverages its experienced management team to actively manage our XRP assets, raises additional capital, and generates yield on a portion of our XRP assets with the goal of effectively managing operational, reputational and market risks by partnering with top-tier providers, utilizing careful portfolio construction, and implementing risk management controls designed to be strong.
Key Performance Indicators
We regularly review a number of metrics, including the following KPIs, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP.
XRP Per Share
XRP per share is our primary KPI by which we measure the performance of our business. XRP per share as of a given date is calculated as the number of XRP attributable to Pubco, divided by the aggregate number of shares of Pubco Class A Common Stock and Pubco Class C Common Stock outstanding. Management uses XRP per share (also referred to as "XRP reserves per share") to measure our ability to grow our XRP holdings relative to the number of outstanding shares and to provide stockholders visibility into per-share XRP accumulation over time. We use this metric to evaluate the impact of capital structure actions, financings, and other transactions on existing holders, including whether such actions are expected to be accretive or dilutive to XRP per share, and to inform capital allocation decisions (including determinations regarding additional equity or debt financing) and internal performance targets.
Yield Per Token
Yield per token is the primary measure of financial performance of our yield-generating business. Yield per token is calculated as the number of XRP generated by our yield-generating strategies, divided by the number of tokens deployed in such strategies. Management uses yield per token to evaluate the effectiveness of our yield-generating strategies and, together with related per-share measures (including "XRP generation per share"), to assess the yield and income generated from our XRP holdings on a per-share basis. These metrics inform decisions regarding how much XRP to deploy, strategy
selection, risk limits, and allocation among strategies, and serve as benchmarks for evaluating management's execution of our treasury strategy over time, including whether to scale, modify, or discontinue particular strategies.
Principal Factors Affecting Our Results of Operations and Material Trends
Pubco's future results are expected to be impacted by the highly volatile nature of XRP's price on various trading platforms, as well as conditions and trends relating to demand for XRP or other digital assets, and other factors, including the degree of success we have in executing on our business strategies, including the XRP acquisition and management strategy, regulatory and technical developments surrounding XRP and other cryptocurrencies, and the effectiveness of our marketing and sales efforts to develop a robust and diverse investor base. The primary factors that are expected to impact our results and present significant opportunities, as well as pose risks and challenges, are described below. We believe that our performance and future success depend on the factors discussed below, and those mentioned in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.
•Price of XRP: Our business is expected to be heavily dependent on the price of XRP, which has historically experienced significant volatility. As of September 30, 2026, we held approximately 346 million XRP, and expect in the future to acquire additional XRP through at-market purchases to build our strategic reserve of XRP.
•Awareness: The perception of XRP as a legitimate and secure asset class and technology by the general public plays a crucial role. The pace and effectiveness of continued education and awareness is expected to impact adoption rates. Due to the rapidly evolving nature of digital assets and the volatile price of XRP, which has experienced and continues to experience significant volatility, we expect that our operating results will fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader XRP economy.
•Regulation: The global regulatory landscape for XRP, including clarity around its legal status, accounting and tax treatment, and other compliance requirements, will significantly impact its growth. The legal and regulatory treatment of XRP, particularly in the United States where certain regulatory proceedings have occurred, remains subject to evolving interpretations. Favorable regulatory developments may encourage adoption, while restrictive measures or enforcement actions could hinder it.
•Institutional Adoption: Increased participation by institutional investors and financial institutions-including banks, payment processors, and corporations-can drive market confidence and liquidity, supporting continued growth of XRP use for cross-border settlement and treasury applications.
•Political Environment: Digital assets have entered the political conversation in the United States and abroad. We cannot be certain as to how future regulatory developments will impact the treatment of XRP under the law, and ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of XRP and materially and adversely impact our business.
•Monetary Policy: Central bank monetary policies, especially those related to interest rates and monetary supply, can influence XRP adoption. Low-interest rates and expansive monetary policies that lead to currency debasement may lead to a search for alternative investments like XRP.
•Technological Innovation: Advances in blockchain and distributed-ledger technology-such as improvements to the XRP Ledger's throughput, interoperability, and security-may enhance XRP adoption and integration into payment systems. At the same time, competition is expected to intensify from companies offering both traditional financial services and other digital-asset-based solutions.
Plan of Operations, Expected Revenue Sources
We expect to generate revenue through the following business lines in the initial period following the Transactions:
•Our XRP accumulation and management strategy will involve (i) the acquisition of XRP (from the proceeds of any future debt and equity financings, and operating cash flows in excess of expenses) according to a discretionary, macro-driven investment thesis, (ii) the strategic management of its XRP holdings, subject to market conditions and other factors, and (iii) the undertaking of capital-raising transactions, from time to time and subject to market conditions, with the objective of generating proceeds to be used for general corporate purposes, including the purchase of XRP.
•We may, from time to time and subject to market conditions, (i) sell XRP for general corporate purposes or to pursue strategies it believes are accretive to stockholders, (ii) consider secured financing transactions in which
its XRP holdings could serve as collateral, where permissible, and (iii) explore strategies to monetize or otherwise utilize its XRP holdings (for example, through the development and commercialization of XRP-Ledger-based financial products and services).
•We may, from time to time and subject to market conditions, participate in yield generating strategies with a portion of our XRP assets. The percentage of our treasury utilized for yield generation will be dynamic and actively managed depending upon market conditions, available yield earning opportunities, and ongoing capital raising efforts. Over time, decentralized finance strategies may be developed and employed, allowing for additional income generating opportunities.
Many factors may impact our future operations and our ability to execute on the activities listed above. Factors impacting both XRP directly, and the broader digital asset market, may have a direct or indirect impact upon our operations, either positively or negatively.
We expect that strong positive price movements in the general digital asset markets and/or XRP specifically will have a positive impact on our operations, allowing for more robust capital raising and yield earning opportunities, with the converse being true in times of strong negative price movements.
Results of Operations
From August 29, 2025 (inception) through September 30, 2025, Evernorth incurred $0.5 million of net loss, primarily driven by general and administrative expenses.
For the three and nine months ended September 30, 2026, Evernorth generated $155.3 million of net income and incurred $32.9 million of net loss, respectively, primarily driven by digital asset impairment, changes in fair value of refundable investor advances, and general and administrative expenses.
Evernorth expects to continue to incur additional losses in future periods due to additional cost related to the Mergers and the Transaction, strategic investments in XRP, portfolio management activities, and expansion of operational infrastructure. Evernorth has not yet generated any revenue, and its ability to generate revenue sufficient to achieve profitability will depend on our ability to successfully raise capital to acquire additional XRP.
Risks and Uncertainties Associated with Future Results of Operations
Our lack of operating history will also make it difficult to accurately forecast the future results of operations, which is subject to a number of uncertainties including Pubco's ability to grow its XRP reserves per share and XRP generation per share, and the market size and growth opportunities in each of our anticipated lines of business.
Our ability to generate cash flow initially will largely be dependent on our ability to raise capital to acquire additional XRP. Our business strategy may not be realized as quickly as hoped, or even at all. Further, even if we achieve growth, in future periods, that growth could slow or decline for a number of reasons, including, but not limited to, XRP volatility, increased competition, digital coins that compete with and may result in a decline in utilization of XRP or replace XRP, our inability to develop, improve or effectively scale XRP acquisition or to access and acquire XRP not held in exchanges, government regulation or our failure, for any reason, to continue to take advantage of growth opportunities.
For additional information, see "Risk Factors-Risks Related to the Business and Strategy of Pubco." in our registration statement on Form S-1, filed with the SEC on October 30, 2026.
Liquidity and Capital Resources
Overview
Evernorth reported losses from operations of $0.5 million for the period from August 29, 2025 to September 30, 2025. Evernorth reported losses from operations of $7.6 million and $273.2 million for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, Evernorth had an unrestricted cash balance of $0.1 million, a net working capital deficit of $10.0 million and accumulated deficit of $185.6 million.
Evernorth's primary source of liquidity is loans from Ripple Labs, Inc. ("Ripple") and XRP contributed to Pathfinder Digital Assets LLC ("Pathfinder"), which is also available to fund operating activities of Evernorth. On November 6, 2025,
Evernorth entered into a master intercompany facility agreement with Ripple (as amended, the "Evernorth Facility Agreement"), establishing a $1.0 million revolving credit facility (the "Evernorth Facility"), and on February 11, 2026, Evernorth entered into an amendment to the Evernorth Facility Agreement. Interest on amounts drawn under the Evernorth Facility accrues at a rate of 3.81% per annum from November 6, 2025. Amounts borrowed under the Evernorth Facility were required to be repaid within five business days after the Closing Date, or earlier upon five business days' notice of demand by Ripple. See "Related Party Transactions" described in Note 10 of Evernorth's unaudited condensed consolidated financial statements. As of September 30, 2026, Evernorth had not borrowed under the Evernorth Facility. In addition, certain operating costs of Evernorth have been paid on its behalf by Pathfinder, resulting in amounts owed by Evernorth to Pathfinder of $3.6 million as of September 30, 2026, which are reflected as a related party payable.
Since inception, Pubco has raised $214.1 million in cash and 261,919,096 in XRP relating to Private Placement Subscription Agreements ("Pubco XRP") dated on or about the October 19, 2025 ("Signing Date"). Pubco, as required by certain of such Private Placement Subscription Agreements, subsequently used the $214.1 million of cash proceeds to purchase 84,365,876 XRP. As of September 30, 2026, Evernorth holds approximately 346,284,972 tokens of XRP.
We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short and long-term basis are for working capital requirements and other liquidity needs. Our management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to our business operations and the development of market and strategic relationships with other businesses. Our future capital requirements will depend on many factors, including our operating activities, business strategy and future financing needs. We may seek to obtain additional financing to achieve its business plan through possible equity offerings or debt financing.
In connection with the Closing, we received aggregate gross cash proceeds of approximately $272.6 million, consisting of approximately $224.6 million from the Private Placement Investments and approximately $48.0 million released from the Trust Account after giving effect to the redemptions by SPAC's public stockholders, before transaction expenses. Investors also contributed approximately 388,910,554 XRP in kind. In connection with the Transactions, Pathfinder entered into engagement letters with an investment bank that provided for certain fees payable upon the successful closing of the Transactions. These fees included (i) an advisory fee of $4.0 million, (ii) a placement fee equal to 4% of eligible proceeds from PIPE or private placements and non-redemption arrangements entered into by the SPAC or Pathfinder (together with the advisory fee, the "Contingent Fees"), and (iii) reimbursable expenses of up to $0.5 million. The advisory and placement fees and other amounts reduced the cash available to Pubco and Pathfinder.
Convertible Notes
On September 11, 2026 (the "Convertible Note Signing Date"), Pubco entered into a note purchase agreement with a purchaser, pursuant to which Pubco agreed to issue $30.0 million principal amount (the "Original Principal Amount") of its 4.00% Convertible Senior PIK Notes due 2031 (the "Convertible Notes"), subject to increase in the form of additional principal representing interest paid in kind ("PIK Interest"). Payment for and issuance of the Convertible Notes occurred on October 13, 2026 (the "Effectiveness Date"). Pubco received approximately $30.0 million of proceeds before transaction expenses payable by Pubco and intends to use the proceeds for general corporate purposes, including the acquisition of XRP and other activities within the XRP ecosystem. The Convertible Notes are senior, unsecured obligations of Pubco and rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated indebtedness of Pubco.
PIK Interest accrues on the outstanding principal from and after the Effectiveness Date at 4.00% per annum and is capitalized until the earliest of (i) the conversion date, (ii) the fifth anniversary of the Effectiveness Date (the "Maturity Date") and (iii) the date Pubco receives an investor put right. Any PIK Interest accrued but not yet capitalized for the partial interest period from the most recent interest payment date through the applicable date is capitalized as of that date. The Convertible Notes mature in 2031 unless earlier converted, redeemed or repurchased. Upon any default in an amount payable in cash, interest accrues on the overdue amount at 7.00% per annum solely for the period of delay. The Convertible Notes are not subject to prepayment or redemption at Pubco's option.
At any time on or after the one-year anniversary of the Effectiveness Date and before the Maturity Date, the holder may convert all, but not less than all, of its Convertible Notes. The initial conversion rate is 98.03921 shares of Pubco Class A Common Stock per $1,000 principal amount, including capitalized PIK Interest, representing an initial conversion price of approximately $10.20 per share. Conversion may be settled in cash, shares or a combination, at the holder's option. If the conversion value otherwise would exceed 4.0 times the Original Principal Amount, based on the average of the daily volume-weighted average prices of Pubco Class A Common Stock over a 30-trading-day observation
period and the aggregate principal amount on the conversion date, the conversion rate is reduced so that the resulting conversion value equals 4.0 times the Original Principal Amount. The conversion rate and conversion price are subject to proportional adjustment for share dividends and share splits or combinations, and customary adjustments apply upon a "Merger Event." Upon an Event of Default or a Fundamental Transaction, the holder may require redemption of all, but not less than all, of its Convertible Notes at a price which, together with prior payments, provides a yield to put of 8.0% per annum on the Original Principal Amount.
ELOC Facility
On October 23, 2026, Pubco entered into a common stock purchase agreement (the "Purchase Agreement") with CF Principal Investments LLC ("Cantor"), establishing a committed equity facility (the "ELOC Facility"). At the same time, Pubco entered into a registration rights agreement with Cantor and filed a registration statement on Form S-1 to register Cantor's resale of the shares. Under the Purchase Agreement, Pubco has the right, but not the obligation, to direct Cantor to purchase up to 5,218,935 shares of Pubco Class A Common Stock (the "Total Commitment"). Pubco decides the timing and amount of any purchases at its sole discretion. Sales may begin only after the registration statement is declared effective and certain other conditions are met (the "Commencement Date"). The Purchase Agreement expires on the first day of the month following the 14-month anniversary of its date unless terminated earlier, and this term cannot be extended. Pubco intends to use any proceeds for general corporate purposes, including the acquisition of XRP and other activities within the XRP ecosystem, as well as working capital.
Each purchase is priced at 97% of the volume-weighted average price ("VWAP") of Pubco Class A Common Stock over the applicable purchase period. If Pubco requests more than 20% of trading volume and Cantor accepts, the price is instead based on the lower of the VWAP and the lowest block trade price. Each purchase is capped at the lesser of 20% of trading volume during the purchase period and Pubco's good-faith share estimate. Pubco may deliver a purchase notice only if the prior trading day's closing price is at least equal to a threshold price. The threshold price is the greater of $1.00, 90% of the prior day's closing price, or a higher price set by Pubco. Cantor is not required to purchase shares that would cause it to beneficially own more than 4.99% of the outstanding Pubco Class A Common Stock. While the Purchase Agreement is in effect, Pubco generally may not enter into variable rate transactions, including other equity lines of credit or at-the-market offerings, subject to limited exceptions.
In consideration for entering into the Purchase Agreement, Pubco agreed to pay Cantor a cash commitment fee of approximately $0.5 million (the "Upfront Commitment Fee") within five business days after October 30, 2026, which was the date the registration statement for the ELOC Facility was declared effective. The fee is fully earned and non-refundable. It is subject to a true-up equal to 1.0% of the Total Commitment multiplied by a reference purchase VWAP, and the Upfront Commitment Fee plus any additional fee cannot exceed $1.0 million in total. Pubco also agreed to reimburse Cantor's expenses of up to $0.5 million in total. The proceeds Pubco receives under the ELOC Facility will depend on how often and at what prices it sells shares to Cantor.
Cash Flows
The following table summarizes our cash flows for Evernorth:
|
Period ended
September 30, 2026
|
August 29, 2025 (Inception) to September 30, 2025 | ||||||||||
| Net cash used in operating activities | $ | (1,722,130) | $ | - | |||||||
| Net cash used in investing activities | - | - | |||||||||
| Net cash provided by financing activities | 1,813,527 | - | |||||||||
| Net change in cash, cash equivalents, and restricted cash | $ | 91,397 | $ | - | |||||||
Cash Flows Used in Operating Activities
For the period ended September 30, 2026, net cash used in operating activities was $1.7 million. Net loss of $32.9 million, as adjusted for non-cash items including a gain of $240.3 million related to changes in the fair value of refundable investor advances offset by a digital asset impairment charge of $271.0 million. Changes in operating assets and liabilities further impacted cash flows, including a $2.0 million increase in related party payables and a $1.6 million decrease in accounts payable and accrued liabilities.
For the period from August 29, 2025 to September 30, 2025, there was no change in cash, cash equivalents, and restricted cash relating to operating activities.
Cash Flows Provided by Financing Activities
For the period ended September 30, 2026, Evernorth generated approximately $1.8 million of cash from financing activities, consisting primarily of $2.8 million of proceeds from Pathfinder to fund vendor obligations paid on behalf of Evernorth, partially offset by $1.0 million paid in deferred offering costs.
For the period from August 29, 2025 to September 30, 2025, there was no change in cash, cash equivalents, and restricted cash relating to financing activities.
Critical Accounting Estimates
Evernorth's unaudited condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on the Form 10-Q are prepared in accordance with GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosures. We base our estimates on assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
Digital Assets and Principal Markets
In August 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), which establishes new guidance for the subsequent measurement and disclosure of certain crypto assets. The guidance applies only to crypto assets that meet specified criteria.
Our holdings of XRP do not meet the scoping criteria for ASU 2023-08. Accordingly, we account for XRP as an indefinite-lived intangible asset under ASC 350-30 and measure such assets at cost, less impairment. In assessing impairment, the Company considers the lowest observable intraday price for one XRP on the principal market at any time since acquisition of the specific XRP held. An impairment loss is recognized when the carrying value of an XRP exceeds this lowest quoted price, in an amount equal to the difference.
In accordance with ASC 820, we determine the fair value of our XRP for purposes of evaluating contribution date fair value to determine cost and impairment based on quoted prices from its principal market, defined as the market with the greatest volume and level of activity for XRP that we have access to at the measurement date.
Our XRP is accounted for at cost less impairment, and therefore the principal market determination is applied when assessing whether the carrying value of XRP exceeds its fair value, rather than for recurring fair value measurement. Changes in the principal market, market liquidity, or price observability could materially affect our impairment conclusions.
As we do not actively trade XRP on digital asset markets, management evaluates observable market data across multiple eligible digital asset trading platforms to identify the principal market. In making this determination, management considers, among other factors, (i) market-based trading volume and level of activity, (ii) the consistency and stability of quoted prices across markets, and (iii) whether the markets are reasonably believed to operate in compliance with applicable regulatory, anti-money laundering, and know-your-customer requirements. Based on this assessment, we selected Coinbase as the trading platform market that represents the principal market for XRP for financial reporting purposes.
We reassess the principal market determination at least annually and monitor it to evaluate whether changes in market structure, trading activity, price dispersion, or accessibility would require a change in the identified principal market. Changes in the principal market could result in differences in the quoted prices used to measure the fair value of XRP and, accordingly, could materially affect reported digital asset balances and impairment charges. While we believe the assumptions used in determining the principal market are reasonable, actual results could differ if market conditions or available information change.
Refundable Investor Advances
Evernorth has elected the fair value option under ASC 825 Financial Instruments, to account for its refundable investor advances. Under the fair value option, refundable investor advances are remeasured at fair value on a recurring basis, with changes in fair value recognized in earnings. The fair value of the refundable investor advances is determined in accordance with ASC 820 Fair Value Measurement, using an exit price notion that reflects the amount that would be paid to transfer the obligation in an orderly transaction between market participants at the measurement date. The valuation incorporated the contractual settlement features of the advances, including the issuance of Pubco shares upon consummation of the BCA at an assumed valuation of $10 per share. Upon consummation of the BCA, the refundable investor advances were settled through the issuance of Pubco shares. Changes in the fair value of XRP would generally result in corresponding changes in the fair value of the liability. As of September 30, 2026, the change in XRP price by $0.01 and change in probability of the consummation of the BCA by 1% would lead to the change in fair value of the refundable investor advances by $0.0 million and $0.1 million, respectively. As of December 31, 2025, the change in XRP price by $0.01 and change in probability of consummation of the BCA by 1% would lead to the change in fair value of the refundable investor advances by $1.0 million and $1.9 million, respectively.
While Evernorth believes the valuation methodologies and assumptions used are reasonable and consistent with market participant assumptions, the estimation process is inherently subjective. Accordingly, actual results may differ from those estimates, and such differences could be material.
See Note 2 to Evernorth's unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of our significant accounting policies.
Off-Balance Sheet Arrangements
Other than as otherwise described in this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Obligations
Evernorth has a contractual obligation to return cash and XRP contributed by investors through the Private Placement Subscription Agreements, which has been recorded as refundable investor advances. See above for discussion. Following the Closing, Evernorth has long-term debt consisting of Pubco's $30.0 million principal amount of Convertible Notes. The Convertible Notes accrue PIK Interest at 4.00% per annum, which increases the outstanding principal until conversion, the Maturity Date or an investor put right, and mature in 2031 unless earlier converted, redeemed or repurchased. Evernorth does not have any capital lease obligations, operating lease obligations or long-term non-cancellable liabilities.
Recent Accounting Pronouncements
See "Recent Accounting Pronouncements" described in Note 3 of Evernorth's unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Emerging Growth Company Status
Pubco is expected to be an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. Evernorth has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
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