X0607 3 2026-10-09 0 0002092592 Evernorth Holdings Inc. XRPN 0002107413 SBI Holdings USA, Inc. false 2445 AUGUSTINE DRIVE, SUITE 150 SANTA CLARA CA 95054 false false true false Class A Common Stock, par value $0.001 per share 6529787 D Class C Common Stock, par value $0.001 per share 0.00 Class A Common Stock, par value $0.001 per share 1633180 D 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. 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). 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. /s/ Shohei Yamada, President and Chief Executive Officer 2026-10-19