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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): June 20,
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) |
|
(I.R.S. Employer
Identification No.) |
1250
S. Capital of Texas Highway,
Building
2, Suite 285
Austin,
TX |
|
78746 |
| (Address
of Principal Executive Offices) |
|
(Zip Code) |
| (512)
575-3637 |
|
| |
(Registrant’s
Telephone Number, Including Area Code) |
|
| |
N/A |
|
| |
(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:
| ¨ |
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 (17 CFR §
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 7.01
Regulation FD Disclosure.
As previously
announced on June 9, 2025, SilverBox Corp IV (“SBXD”) and Parataxis Holdings LLC (“Parataxis Holdings”) entered
into a non-binding letter of intent for a potential business combination. On June 20, 2025, Parataxis Holdings issued a press release
announcing a definitive agreement to acquire a controlling interest in Bridge Biotherapeutics, Inc., a Korean company listed on the
KOSDAQ. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In addition,
the following is a LinkedIn post by Joseph E. Reece, Founder Partner of SBXD:
Parataxis Holdings announces
definitive agreement to establish a Bitcoin treasury company in South Korea
Read
the press release of Parataxis Holdings here: Parataxis Holdings LLC Announces Definitive Agreement with Bridge Biotherapeutics, Inc.
(KOSDAQ: 288330), to Bring Institutionally-Backed, Bitcoin Treasury Company to the South Korean Public Markets.
The information
in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings
of SBXD under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after
the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Parataxis Holdings dated June 20, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL Document) |
Additional Information and Where to Find It
If a definitive agreement is entered
into in connection with the proposed business combination, a newly formed holding company (“PubCo”), SBXD and Parataxis Holdings
will prepare and file a registration statement, including a proxy statement/prospectus of SBXD and PubCo, to be filed with the U.S. Securities
and Exchange Commission (“SEC”). The proxy statement/prospectus will be mailed to SBXD’s shareholders. SBXD urges investors
and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because
these documents will contain important information about the proposed business combination. Such persons can also read SBXD’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024 (the “SBXD Annual Report”), for a description of
the security holdings of its officers and directors and their respective interests as security holders in the consummation of the proposed
business combination. The proxy statement statement/prospectus, once available, and the SBXD Annual Report can be obtained, without charge,
at the SEC’s web site (http://www.sec.gov).
Participants in the Solicitation
Parataxis Holdings, SBXD and PubCo and their respective directors,
executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of SBXD’s shareholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of SBXD’s directors and officers in SBXD’s Annual
Report. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SBXD’s
shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed
business combination when available. Information concerning the interests of Parataxis Holdings’, SBXD’s and PubCo’s
participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will
be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” with respect to SBXD and Parataxis Holdings within the meaning of the federal securities laws. The expectations, estimates,
and projections of the businesses of Parataxis Holdings 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,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, expectations with respect to execution of a definitive agreement with respect to the proposed business combination,
future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions
to the proposed business combination, and the timing of the completion of the proposed business combination. 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 Parataxis Holdings and SBXD and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that
the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially
from the terms and conditions set forth in the term sheet; (2) the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the
inability to complete the proposed business combination and the related transactions, including due to failure to obtain approval of the
shareholders of SBXD or other conditions to closing; (4) the inability to obtain or maintain the listing of PubCo’s common
equity on a stock exchange following the proposed business combination; (5) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and consummation of the proposed business combination; (6) the ability
to recognize the anticipated benefits of the proposed business combination, 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;
(7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; and (9) 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 Parataxis Holdings, 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. Parataxis
Holdings 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 Parataxis Holdings’ 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 Parataxis Holdings’ or SBXD’s management teams or businesses associated with them as indicative of future performance of
an investment or the returns that Parataxis Holdings or SBXD will, or are likely to, generate going forward.
No Offer or Solicitation
This Current Report on Form 8-K shall 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 or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions 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 shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
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.
| |
SILVERBOX CORP IV |
| |
|
| Date: June 20, 2025 |
By: |
/s/ Jin Chun |
| |
|
|
| |
|
Jin Chun |
| |
|
Chief Operating Officer |
