8-K
SilverBox Corp IV (SBXD)
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
SilverBoxCorp IV
(Exact Name of Registrant as Specified in Its Charter)
| Cayman<br> Islands | 001-42214 | N/A |
|---|---|---|
| (State or Other Jurisdiction<br><br><br> of Incorporation) | (Commission<br> <br><br> File Number) | (I.R.S. Employer <br><br> Identification No.) |
| 1250<br> S. Capital of Texas Highway,<br> Building<br> 2, Suite 285<br><br> Austin,<br> TX | 78746 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip Code) | |
| (512)<br> 575-3637 | ||
| --- | ||
| (Registrant’s<br> Telephone Number, Including Area Code) | ||
| N/A | ||
| --- | ||
| (Former<br> Name or Former Address, if Changed Since <br><br> 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<br> Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br> the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br> the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>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 7.01Regulation 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 |
Exhibit 99.1
Parataxis Holdings LLC Announces Definitive Agreement with BridgeBiotherapeutics, Inc. (KOSDAQ: 288330), to Bring Institutionally-Backed, Bitcoin Treasury Company to the South Korean Public Markets:
SEOUL and NEW YORK – June 20, 2025 — Parataxis Holdings LLC ("Parataxis Holdings"), an affiliate of Parataxis Capital Management LLC ("Parataxis Capital" or "PCM"), through Parataxis Korea Fund I LLC and affiliates, has entered into a definitive agreement with Bridge Biotherapeutics, Inc. ("Bridge Bio" or the "Company") to invest KRW 25 billion which would provide Parataxis Holdings a controlling interest in the Company (the "Transaction"). Following the closing of the Transaction, the Company intends to change its corporate name to Parataxis Korea and remain listed on the KOSDAQ. The Transaction is subject to customary closing conditions, including approval by the Company's shareholders.
The Transaction would result in the creation of a Bitcoin-native treasury platform in the South Korean public markets that is anchored by institutional investors with significant experience in 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. Andrew Kim, Partner at Parataxis Capital, will assume the role of CEO of the Company and will also join the Board of Directors. James Jungkue Lee, Co-founder of Bridge Bio will continue to lead the core biotech business and serve on the Company's Board of Directors.
"Inspired by the growing interest in BTC treasury strategies seen in companies like Strategy in the US and Metaplanet in Japan, we believe institutional interest in this space is increasing globally. We see South Korea as an important market in the evolution of BTC adoption. Our intent is to support institutional access to BTC exposure while emphasizing sound corporate governance and disciplined capital management," said Andrew Kim.
"We are incredibly excited to create the first BTC treasury company in South Korea backed by an institutional-grade platform. Given the strategic nature of BTC on the global stage and its finite supply, we believe that building and growing a company like Parataxis Korea and accumulating a BTC treasury will benefit our shareholders as well as the country over the long run," said Edward Chin of Parataxis Holdings.
Along with the contemplated Transaction, Parataxis Holdings is closing another fund with substantially the same strategy, and is in the process of launching additional fund vehicles.
Parataxis Holdings expects to announce additional details regarding the Transaction after conducting a shareholder meeting expected in August. Shin & Kim LLC, is acting as legal advisor to Parataxis Korea Fund I LLC in the Transaction. Deloitte is acting as financial advisor to Parataxis Korea Fund I LLC in the Transaction.
About Parataxis Capital Management and Parataxis Holdings
Parataxis Capital Management is a multi-strategy investment firm focused on the digital asset sector. PCM was founded in 2019 and manages multiple comingled 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 focused on BTC treasury and other digital asset investment opportunities. Both firms are headquartered in New York City.
About Bridge Biotherapeutics
Bridge Biotherapeutics, Inc. is a clinical stage biotech company engaged in the development and commercialization of therapeutics for the treatment of ulcerative colitis, fibrotic diseases, and cancers worldwide. The Company was founded in 2015 and was listed on the KOSDAQ in 2019. Bridge Bio is headquartered in Seongnam, South Korea.
Forward-Looking Statements:
This press release contains forward-looking statements, including but not limited to those relating to the proposed transaction, potential business combination, and the anticipated use of proceeds. 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. The Company 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 the Company with respect to the accuracy of any information contained herein or the achievement of any investment returns or financial results.
Media Contacts:
Parataxis: ir@parataxis.com
Bridge Bio: comm@bridgebiorx.com
KPR: river@kpr.co.kr