UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31,
2025
SILVERBOX CORP IV
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42214 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
8701
Bee Cave Road
East
Building, Suite 310
Austin,
TX
78746
(Address of principal executive
offices, including zip code)
Registrant’s telephone number, including area code: (512)
575-3637
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| x |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
SBXD.U |
|
New York Stock Exchange LLC |
| Class A ordinary shares included as part of the units |
|
SBXD |
|
New York Stock Exchange LLC |
| Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
SBXD.WS |
|
New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Preferred Equity Subscription Agreements
As previously disclosed, Parataxis Holdings Inc.,
a Delaware corporation (“Pubco”), Parataxis Holdings LLC, a Delaware limited liability company (the “Company”)
and certain accredited investors (the “Preferred Equity Investors”) entered into agreements (the “Preferred
Equity Subscription Agreements”) on August 6, 2025, pursuant to which, the Company agreed to issue, and the Preferred Equity
Investors agreed to purchase, an aggregate of 3,100,000 preferred equity units of the Company, in a private placement, at a purchase price
of $10.00 per unit for an aggregate purchase price of $31,000,000, (the “Preferred Equity Investments”).
On October 31, 2025, Pubco, the Company, and
the Preferred Equity Investors amended the Preferred Equity Subscription Agreements, to (i) eliminate the provisions prohibiting
the Company from pledging, hypothecating or otherwise encumbering the Bitcoin purchased with the proceeds from the Preferred Equity Investments,
and (ii) permit the Company to pledge, grant as security, create liens or charges, collaterally assign, encumber, hypothecate or
otherwise use such Bitcoin as collateral or other credit support to secure any indebtedness or obligations pursuant to lending or other
financing arrangements.
Important
Information
This
Current Report on Form 8-K is being made in respect of the proposed business combination (the “Business Combination”)
and the other transactions contemplated by the Business Combination Agreement among SilverBox Corp IV (“SBXD”), Parataxis
Holdings LLC (“Parataxis Holdings” or the “Company”), and Parataxis Holdings Inc., a newly formed holding company
that will become the publicly listed company (“PubCo”, and together with SBXD and the Company, the “Parties”).
The information contained herein does not purport to be all-inclusive and none of SBXD, the Company, PubCo or their respective affiliates
makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained
in this Current Report on Form 8-K.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase any securities, nor shall there be any sale of securities in any states
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of this Current Report on Form 8-K
as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors
as to legal and related matters concerning the matters described herein, and, by accepting this Current Report on Form 8-K, you confirm
that you are not relying upon the information contained herein to make any decision.
Additional
Information and Where to Find It
PubCo
and the Company have filed a Registration Statement on S-4 (333-289994) (as amended or supplemented from time to time, the “Registration
Statement”) with the Securities and Exchange Commission (“SEC”), which includes a preliminary proxy statement of SBXD
and a prospectus of PubCo (the “Proxy Statement/Prospectus”) in connection with the Transactions (as defined below). The definitive
proxy statement and other relevant documents will be mailed to shareholders of SBXD as of a record date to be established for voting on
the Transactions and other matters as described in the Proxy Statement/Prospectus. SBXD, the Company and/or PubCo will also file other
documents regarding the Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should
be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect
of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SBXD AND OTHER INTERESTED PARTIES ARE URGED TO READ,
WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SBXD’S SOLICITATION OF PROXIES FOR THE
EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SBXD, THE COMPANY, PUBCO AND THE TRANSACTIONS. Investors and security
holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed
or that will be filed with the SEC by SBXD and PubCo, without charge, once available, on the SEC’s website at www.sec.gov or by
directing a request to: SilverBox Corp IV, 8701 Bee Cave Road, East Building, Suite 310, Austin, TX 78746, or upon written request
to PubCo, via email at info@sbcap.com.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS
OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants
in the Solicitation
SBXD,
the Company, PubCo and their respective directors, executive officers, certain of their shareholders and other members of management and
employees may be deemed under SEC rules to be participants in the solicitation of proxies from SBXD’s shareholders in connection
with the Transactions. You can find information about SBXD’s directors and executive officers, certain of their shareholders and
other members of management and employees and their interest in SBXD can be found in the sections entitled “Directors, Executive
Officers and Corporate Governance—Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of SBXD’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 13, 2025 and is
available free of charge at the SEC’s website at www.sec.gov and at the following URL: https://www.sec.gov/Archives/edgar/data/2015947/000141057825000335/sbxc-20241231x10k.htm.
Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies of SBXD’s shareholders in connection with the Transactions, including the names and interests of PubCo’s directors
and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus. Investors and security holders
may obtain free copies of these documents as described above.
Forward
Looking Information
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws with
respect to the Parties and the Business Combination and the other transactions contemplated in the Business Combination Agreement (collectively,
the “Transactions”). The expectations, estimates, and projections of the businesses of the Company and SBXD may differ from
their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believe,”
“predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, future performance and anticipated financial impacts of the
Transactions, the satisfaction of the closing conditions to the Transactions, and the timing of the completion of the Transactions. These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside of the control of the Company, PubCo and SBXD and are difficult to predict. Factors
that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at
all, which may adversely affect the price of SBXD’s securities; (2) the Transactions not being completed by SBXD’s business
combination deadline; (3) the failure by the parties to satisfy the conditions to the consummation of the Transactions, including
the approval of SBXD’s shareholders; (4) failure to realize the anticipated benefits of the Transactions, which may be affected
by, among other things, competition, the ability of PubCo to grow and manage growth profitably and retain its key employees, and the demand
in South Korea for digital assets; (5) the level of redemptions of SBXD’s public shareholders which will reduce the amount
of funds available for PubCo to execute on its business strategies and may make it difficult to obtain or maintain the listing or trading
of PubCo common stock on a major securities exchange; (6) the failure of PubCo to obtain or maintain the listing of its securities
on any securities exchange after closing of the Transactions; (7) costs related to the Transactions and as a result of becoming a
public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory
conditions; (9) PubCo’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin and
the demand for digitals assets in Korea; (10) PubCo’s stock price will be highly correlated to the price of Bitcoin and the
price of Bitcoin may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions
or at any time after the closing of the Transactions; (11) increased competition in the industries in which PubCo will operate; (12) significant
legal, commercial, regulatory and technical uncertainty regarding Bitcoin; (13) treatment of crypto assets for U.S. and foreign tax purposes;
(14) after consummation of the Transactions, PubCo experiences difficulties managing its growth and expanding operations; (15) challenges
in implementing PubCo’s business plan due to operational challenges, significant competition and regulation; (16) being considered
to be a “shell company” by the securities exchange on which PubCo common stock will be listed or by the SEC, which may impact
the ability to list PubCo common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale
of securities; (17) the outcome of any potential legal proceedings that may be instituted against PubCo, the Company, SBXD or others following
announcement of the Transactions; (18) trading price and volume of PubCo common stock may be volatile following the Transactions and an
active trading market may not develop; (19) PubCo stockholders may experience dilution in the future due to the exercise of a significant
number of existing warrants and any future issuances of equity securities in PubCo; (20) investors may experience immediate and material
dilution upon Closing as a result of the SBXD Class B ordinary shares held by the sponsor of SBXD (the “Sponsor”), since
the value of the SBXD Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if
the trading price of PubCo common stock at such time is substantially less than the price per share paid by investors; (21) conflicts
of interest that may arise from investment and transaction opportunities involving PubCo, the Company, its affiliates and other investors
and clients; (22) legal, regulatory, political, currency, and economic risks specific to South Korea, including risks related to geopolitical
tensions in the region; (23) risks related to, and potential loss of the entire investment in, the Company’s potential investment
in a single KOSDAQ-listed company; (24) Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational
problems than trading venues for more established asset classes; (25) the custody of PubCo’s Bitcoin, including the loss or destruction
of private keys required to access its Bitcoin and cyberattacks or other data loss relating to its Bitcoin, which could cause PubCo to
lose some or all of its Bitcoin; (26) a security breach or cyber-attack and unauthorized parties obtain access to PubCo’s Bitcoin
assets, PubCo may lose some or all of its Bitcoin temporarily or permanently and its financial condition and results of operations could
be materially adversely affected; (27) the emergence or growth of other digital assets, including those with significant private or public
sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin
and adversely affect PubCo’s business; (28) potential regulatory change reclassifying Bitcoin as a security could lead to the PubCo’s
classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price
of Bitcoin and the market price of PubCo listed securities; (29) it is not possible to predict the amount of PubCo common stock sold under
the standby equity purchase agreement (“SEPA”) or the gross proceeds resulting from such sales, that sales under the SEPA
will cause dilution to existing PubCo shareholders, PubCo may spend any proceeds under the SEPA in ways that may not generate a significant
return; and (30) other risks and uncertainties included in (x) the “Risk Factors” sections of the SBXD Annual Report
and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by PubCo and SBXD. The foregoing list
of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date
made. The Company, PubCo and SBXD do not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on
which any such statement is based, except as required by law. Past performance by the Company’s, PubCo’s or SBXD’s management
teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the
historical record of the performance of the Company’s, PubCo’s or SBXD’s management teams or businesses associated with
them as indicative of future performance of an investment or the returns that the Company, PubCo or SBXD will, or are likely to, generate
going forward.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
none of the Parties or any of their respective representatives assumes any obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. None of the Parties or any of their respective representatives
gives any assurance that any of SBXD, PubCo or the Company will achieve its expectations. The inclusion of any statement in this presentation
does not constitute an admission by SBXD, the Company or PubCo or any other person that the events or circumstances described in such
statement are material.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SILVERBOX CORP IV |
| |
|
| |
By: |
/s/ Stephen Kadenacy |
| |
Name: |
Stephen Kadenacy |
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Title: |
Chief Executive Officer |
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|
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Dated: November 6, 2025 |
