10/13/2026 | Press release | Distributed by Public on 10/13/2026 16:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 10/09/2026 | J | 4,544,672(1) | (1) | (1) | Class A Ordinary Shares | 4,544,672 | (1) | 3,335,328 | D | ||||
| Warrants | (1) | 10/09/2026 | J | 115,347(1) | (1) | (1) | Class A Ordinary Shares | 115,347 | (1) | 84,653 | D | ||||
| Class B Ordinary Shares | (2) | 10/09/2026 | J | 3,335,328(2) | (2) | (2) | Class A Ordinary Shares | 3,335,328 | (2) | 0 | D | ||||
| Warrants | (2) | 10/09/2026 | J | 84,653(2) | (2) | (2) | Class A Ordinary Shares | 84,653 | (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Arrington XRP Capital Fund, LP C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI, FL 33179-3899 |
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Arrington Capital Management, LLC C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI, FL 33179-3899 |
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| Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner | 10/13/2026 | |
| **Signature of Reporting Person | Date | |
| Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member | 10/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Immediately prior to the Company Merger Effective Time as defined in the Business Combination Agreement dated October 19, 2025 (as amended on August 12, 2026, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among the Issuer, Evernorth Holdings Inc. ("Pubco") and the other parties thereto, the Reporting Person forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants of the Issuer for cancellation and for no consideration pursuant to the Sponsor Support Agreement, dated October 19, 2025 (as amended on August 12, 2026, the "Sponsor Support Agreement"), based on an adjustment factor as provided therein. |
| (2) | On October 9, 2026, in connection with the closing of the Business Combination, (i) each outstanding Class A ordinary share of the Issuer automatically converted into one share of Class A common stock of Pubco, (ii) each outstanding Class B ordinary share of the Issuer automatically converted into one Class A ordinary share of the Issuer, which in turn automatically converted into one share of Class A common stock of Pubco, and (iii) each outstanding warrant of the Issuer automatically converted to one warrant to purchase one share of Class A common stock of Pubco. As a result, Reporting Person no longer beneficially owns any securities of the Issuer. |