Evernorth Holdings Inc.: closes business combination and enters related agreements

What happened

• Evernorth Holdings Inc filed an 8-K reporting that, at the Closing, it and related parties entered into multiple material agreements and completed the business combination on Oct 8 and Oct 9, 2026.
• The filing reports that SPAC Units, SPAC Class A Shares and SPAC Public Warrants ceased trading on Nasdaq on Oct 8, 2026 and the SPAC filed a Form 25; the Pubco Charter and Pubco Bylaws became effective on Oct 9, 2026.

Key details

• Lock-Up Agreements: Ripple, the Contributor Related Party Entity and the Sponsor agreed not to transfer Restricted Securities until the earlier of (a) 6 months after the Closing Date (the "Anniversary Release") or (b) the date Pubco consummates a liquidation, merger, capital stock exchange, reorganization or similar transaction; customary exceptions apply.
• Tax Receivable Agreement: Pubco is obligated to pay the TRA Parties 85% of U.S. federal, state and local income tax savings realized or deemed realized by Pubco as a result of increases in tax basis and certain other tax benefits.
• Private placements: an aggregate of 13,918,024 shares of Pubco Class A Common Stock, 32,211,992 shares of Pubco Class C Common Stock and 23,088,756 Company Units were issued in connection with subscription agreements; the issuances relied on Section 4(a)(2) of the Securities Act.
• Warrants: outstanding SPAC Warrants were converted into Pubco Warrants, each exercisable to purchase one share of Pubco Class A Common Stock at $11.50 per share.
• Governance and indemnification: Pubco adopted the Pubco Charter and Pubco Bylaws (effective Oct 9, 2026), entered into indemnification agreements with its directors and executive officers, and adopted a new Code of Business Conduct and Ethics.
• Shell status: the filing states that, as a result of the Business Combination, Pubco ceased to be a shell company under Rule 12b-2.

Why it may matter

• The filing reports Item 1.01 (entry into material definitive agreements), Item 2.01 (completion of acquisition), Item 3.01 (delisting/transfer of listing), Item 3.02 (unregistered sales of equity securities), Item 3.03 and Item 5.03 (changes to charter and bylaws), Item 5.05 (new code of ethics), Item 5.06 (change in shell company status), Item 7.01 (Regulation FD disclosure) and Item 8.01 (other events including indemnification and description of securities). The filing does not show why the insider traded or why the company acted.