SBXD 8-K
SilverBox Corp IV (SBXDF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On December 4, 2025, Parataxis Holdings LLC (“Parataxis Holdings” or the “Company”) issued a press release announcing that it, together with other affiliated entities, has entered into a definitive agreement with Sinsiway Co. Ltd. (“Sinsiway”)(KOSDAQ: 290560) in a transaction valued up to KRW 35 billion, which would result in Parataxis Holdings holding a controlling interest in Sinsiway (the “Transaction”). Following the closing of the Transaction, Sinsiway intends to change its corporate name to Parataxis ETH, Inc. and remain listed on the KOSDAQ. The Transaction is subject to certain closing conditions.
The Transaction would result in the creation of South Korea’s first Ethereum-based treasury platform listed on South Korean public markets, that is anchored by US-based institutional investors with significant experience in managing digital asset investments.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Parataxis Holdings LLC dated December 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 , and Parataxis Holdings Inc., a 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 [email protected].
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.
| SILVERBOX CORP IV | ||
| By: | /s/ Stephen Kadenacy | |
| Name: | Stephen Kadenacy | |
| Title: | Chief Executive Officer | |
| Dated: December 4, 2025 | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Parataxis Holdings LLC Announces Definitive Agreement with Sinsiway Co. Ltd. (KOSDAQ: 290560), to Bring Institutionally-Backed, Ethereum Treasury Company to the South Korean Public Markets
SEOUL and NEW YORK – December 4, 2025 — Parataxis Holdings LLC (“Parataxis Holdings”), an affiliate of Parataxis Capital Management LLC (“Parataxis Capital” or “PCM”), together with other affiliated entities, has entered into a definitive agreement with Sinsiway Co. Ltd. (KOSDAQ: 290560) (“Sinsiway” or the “Company”) in a transaction valued up to KRW 35 billion, which would result in Parataxis Holdings affiliates holding a controlling interest in the Company (the “Transaction”). Following the closing of the Transaction, the Company intends to change its corporate name to Parataxis ETH, Inc. and remain listed on the KOSDAQ. The Transaction is subject to closing conditions.
The Transaction would result in the creation of South Korea’s first Ethereum-based treasury platform listed on South Korean public markets, that is anchored by US-based institutional investors with significant experience in managing digital asset investments.
As part of the Transaction, Edward Chin, Founder and CEO of Parataxis Holdings, and Co-Founder & CEO of Parataxis Capital, will be joining the Board of Directors of the Company. Michael Myunghoon Lee, of Com2uS and CRIT Ventures, will assume the role of CEO of the Company.
“Following the recent transaction that created our franchise’s inaugural Bitcoin treasury platform, Parataxis Korea, Inc., we are excited to announce Parataxis ETH, Inc. as an independent, differentiated Ethereum treasury platform that will bridge traditional institutional finance and the on-chain digital economy of Ethereum,” said Edward Chin. “Ethereum continues to play a central role in major use cases such as stablecoins, decentralized finance, and gaming, supported by growing institutional participation. With this Transaction, the Parataxis Holdings team is proud to bring the two most dominant digital assets in Bitcoin and Ethereum to the South Korean public markets.”
“Building on the foundation established by Parataxis Korea’s Bitcoin treasury, we believe the natural evolution for institutional capital is to further expand into productive digital assets. While Bitcoin serves as the premier store of value, Ethereum represents the engine of the digital economy,” said Michael Lee. “We see South Korea as the ideal market to pioneer this dual-pillar approach. Our mandate is to capture the unique utility and yield-bearing properties of the Ethereum ecosystem to provide our shareholders with diversified and institutional-grade exposure that complements existing digital asset strategies.”
In due course, the shares acquired by Parataxis Korea are expected to be transferred among affiliated entities so that the BTC treasury and ETH treasury businesses can be operated in parallel, clearly separated structures.
Parataxis Holdings expects to announce additional details regarding the Transaction after the Company conducts a shareholder meeting, expected to take place in January 2026. Shin & Kim LLC, is acting as legal advisor to Parataxis Holdings in the Transaction.
About Parataxis Capital Management and Parataxis Holdings
Parataxis Capital is a multi-strategy investment firm focused on the digital asset sector. PCM was founded in 2019 and manages multiple commingled hedge fund vehicles and provides sub-advisory services for institutional allocators, family offices, fund-of-funds and high net worth individuals. Parataxis Holdings is an affiliate of PCM and is focused on digital asset treasury and other digital asset investment opportunities. Both firms are headquartered in New York City.
About Sinsiway
Sinsiway is a South Korean IT and data security company focused on database security products such as access control and encryption, serving industries spanning the government, financial services, and manufacturing sectors. The Company was founded in 2005 and is headquartered in Seoul, South Korea.
Forward-Looking Statements:
This press release contains forward-looking statements, including but not limited to those relating to the proposed Transaction. These statements are based on current expectations and projections and are subject to risks and uncertainties that could cause actual results to differ materially. There is no assurance that the Transaction described herein will be completed as contemplated, or at all. Parataxis Holdings assumes no obligation to revise or update any forward-looking statements after the date of this release, except as required by applicable law. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction, and should not be interpreted as investment advice or a recommendation regarding any investment decision. Investing involves inherent risks, including the potential loss of principal. Any investment decision must be made solely at the discretion and responsibility of the investor. No representation or warranty, express or implied, is made by Parataxis Holdings with respect to the accuracy of any information contained herein or the achievement of any investment returns or financial results.
Contacts
For Media:
Longacre Square Partners
Amy Freedman / Ashley Areopagita
[email protected]