Overview
- TickerSBXDF on OTC1
- IndustryBlank Checks1
- HeadquartersAustin, Texas1
- Business address8701 Bee Cave Road, East Building, Suite 310, Austin, Tx 787463
- Filer category, Emerging growth company3
See how the biggest companies compare on our leaderboards
We are a newly organized blank check company incorporated as a Cayman Islands exempted company on April 16, 2024 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. The Company has not commenced any operations nor generated any revenues to date. All activity for the period from April 16, 2024 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering to its search for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| General and administrative expenses | $2.9M |
| Loss from operations | -$2.9M |
| Compensation expense | -$53.0K |
| Interest earned on investments held in Trust Account | $8.7M |
| Total other income, net | $8.6M |
| Net income | $5.7M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2024-03-31 |
|---|---|---|---|
| Cash | $20.9K | $819.4K | |
| Short-term prepaid insurance | $65.0K | $104.9K | |
| Prepaid expenses | $53.0K | $12.9K | |
| Total current assets | $138.9K | $937.2K | |
| Long-term prepaid insurance | $65.0K | ||
| Investments held in Trust Account | $213.3M | $204.7M | |
| Total Assets | $213.5M | $205.7M | |
| Accrued expenses | $3.6K | $40.4K | |
| Advance from related party | $275.0K | ||
| Accrued offering costs | $85.0K | ||
| Total current liabilities | $278.6K | $125.4K | |
| Deferred legal fees | $2.4M | $480.2K | |
| Deferred underwriting fee | $10.3M | $10.3M | |
| Total Liabilities | $13.0M | $10.9M | |
| Class A ordinary shares subject to possible redemption; 20,000,000 shares at redemption value of $10.67 and $10.23 per share as of December 31, 2025 and 2024, respectively | $213.3M | $204.7M | |
| Accumulated deficit | -$12.8M | -$9.9M | |
| Total Shareholders' Deficit | -$12.8M | -$9.9M | $0 |
| Total Liabilities and Shareholders' Deficit | $213.5M | $205.7M | |
| Preferred shares, par value (in dollars per share) | $0.00 | $0.00 | |
| Preferred shares, shares authorized | 1.0M shares | 1.0M shares | |
| Preferred shares, shares issued | 0 shares | 0 shares | |
| Preferred shares, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-03-31 |
|---|---|---|---|
| Cash | $20.9K | $819.4K | |
| Short-term prepaid insurance | $65.0K | $104.9K | |
| Prepaid expenses | $53.0K | $12.9K | |
| Total current assets | $138.9K | $937.2K | |
| Long-term prepaid insurance | $65.0K | ||
| Investments held in Trust Account | $213.3M | $204.7M | |
| Total Assets | $213.5M | $205.7M | |
| Accrued expenses | $3.6K | $40.4K | |
| Advance from related party | $275.0K | ||
| Accrued offering costs | $85.0K | ||
| Total current liabilities | $278.6K | $125.4K | |
| Deferred legal fees | $2.4M | $480.2K | |
| Deferred underwriting fee | $10.3M | $10.3M | |
| Total Liabilities | $13.0M | $10.9M | |
| Class A ordinary shares subject to possible redemption; 20,000,000 shares at redemption value of $10.67 and $10.23 per share as of December 31, 2025 and 2024, respectively | $213.3M | $204.7M | |
| Accumulated deficit | -$12.8M | -$9.9M | |
| Total Shareholders' Deficit | -$12.8M | -$9.9M | $0 |
| Total Liabilities and Shareholders' Deficit | $213.5M | $205.7M | |
| Preferred shares, par value (in dollars per share) | $0.00 | $0.00 | |
| Preferred shares, shares authorized | 1.0M shares | 1.0M shares | |
| Preferred shares, shares issued | 0 shares | 0 shares | |
| Preferred shares, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Net income | $5.7M |
| Interest earned on investments held in Trust Account | -$8.7M |
| Compensation expense | $53.0K |
| Prepaid expenses | -$40.1K |
| Prepaid insurance | $104.9K |
| Deferred legal fees | $1.9M |
| Accrued expenses | -$36.7K |
| Net cash used in operating activities | -$988.4K |
| Advance from related party | $275.0K |
| Payment of offering costs | -$85.0K |
| Net cash provided by financing activities | $190.0K |
| Net Change in Cash | -$798.4K |
No quarter-by-quarter statement was filed.
Corporate structure
SilverBox Corp IV sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of SilverBox Corp IV
- CALAMOS INVESTMENT TRUST/IL Filed SCHEDULE 13G on SilverBox Corp IV, latest Oct 9, 2026
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Aug 12, 2026 (4 filings since Sep 9, 2024)
- W. R. Berkley Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Aug 6, 2026 (3 filings since Feb 11, 2026)
- Barclays Filed SCHEDULE 13G on SilverBox Corp IV, latest May 14, 2026 (4 filings since Feb 7, 2025)
- Sculptor Capital LP Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Feb 13, 2026 (4 filings since Sep 3, 2024)
- Mizuho Financial Group Filed SCHEDULE 13G on SilverBox Corp IV, latest Feb 12, 2026
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Nov 14, 2025 (2 filings since Aug 14, 2025)
- Goldman Sachs Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Nov 10, 2025 (3 filings since Feb 10, 2025)
- Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Aug 14, 2025 (2 filings since Nov 14, 2024)
- HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND Filed SCHEDULE 13G/A on SilverBox Corp IV, latest Aug 13, 2025 (3 filings since Nov 13, 2024)
- SilverBox Sponsor IV LLC Filed SCHEDULE 13G on SilverBox Corp IV, latest Feb 13, 2025
- Linden Capital L.P. Filed SC 13G on SilverBox Corp IV, latest Aug 22, 2024
- SilverBox Corp IV Austin, Texas
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What SilverBox Corp IV reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
We currently maintain our executive offices at 1250 S. Capital of Texas Highway, Building 2, Suite 285, Austin TX 78746, and our telephone number is (512) 575-3637. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 19, 2026.4
Leadership
Who has led SilverBox Corp IV, and when. Pick a name to see everywhere that person has worked.
Chief financial officer
Chief operating officer
- ChairStephen M. Kadenacy Aug 15, 2024 to now9
- Chief financial officerDaniel E. Esters Aug 15, 2024 to now10
- Chief operating officerJin Chun Aug 15, 2024 to now11
Board members and other officers (7)
- Chief Investment OfficerDuncan D. Murdoch Aug 15, 2024 to now12
- Founding PartnerJoseph E. Reece Aug 15, 2024 to now9
- Board memberGlenn P. Marino Jul 2, 2025 to now13
- Board memberDaniel E. Esters Aug 15, 2024 to now10
- Board memberMatthew Eilers Aug 15, 2024 to now14
- Board memberReed J. Seaton Sep 23, 2024 to now15
- General counselDavid H. Lee Aug 15, 2024 to now16
Timeline
- Sep 28, 20268-K Other events17
- Sep 25, 20268-K Listing notice or transfer18
- Aug 5, 20268-K Entered a material agreement19
- May 12, 20268-K Regulation FD disclosure20
- May 4, 20268-K Entered a material agreement21
- Dec 4, 20258-K Other events22
- Nov 6, 20258-K Entered a material agreement23
- Sep 4, 20258-K Other events24
- Aug 7, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure25
- Aug 7, 20258-K Entered a material agreement; Unregistered sale of shares26
- Jun 27, 20258-K Executive or director change27
- Jun 20, 20258-K Regulation FD disclosure28
Filings
97 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 17 major events, 9 insider forms, 29 large holders, 33 other. The latest 20:
- Oct 13, 202625-NSE EDGAR
- Oct 9, 2026SCHEDULE 13G EDGAR
- Sep 28, 20268-K EDGAR
- Sep 25, 20268-K EDGAR
- Aug 12, 2026SCHEDULE 13G/A EDGAR
- Aug 12, 202610-Q EDGAR
- Aug 6, 2026SCHEDULE 13G/A EDGAR
- Aug 5, 2026425 EDGAR
- Aug 5, 20268-K EDGAR
- Jul 31, 2026DEFA14A EDGAR
- Jul 17, 2026DEF 14A EDGAR
- Jul 7, 2026PRE 14A EDGAR
- May 15, 202610-Q EDGAR
- May 14, 2026SCHEDULE 13G EDGAR
- May 12, 2026425 EDGAR
- May 12, 20268-K EDGAR
- May 8, 2026SCHEDULE 13G/A EDGAR
- May 4, 2026425 EDGAR
- May 4, 20268-K EDGAR
- Mar 19, 202610-K EDGAR
The 97 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- CALAMOS INVESTMENT TRUST/ILSCHEDULE 13G, 1 filing Oct 9, 202629
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 4 filings Sep 9, 2024 to Aug 12, 202630
- W. R. BerkleySCHEDULE 13G/A, 3 filings Feb 11, 2026 to Aug 6, 202631
- BarclaysSCHEDULE 13G, 4 filings Feb 7, 2025 to May 14, 202632
- Sculptor Capital LPSCHEDULE 13G/A, 4 filings Sep 3, 2024 to Feb 13, 202633
- Mizuho Financial GroupSCHEDULE 13G, 1 filing Feb 12, 202634
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Aug 14, 2025 to Nov 14, 202535
- Goldman SachsSCHEDULE 13G/A, 3 filings Feb 10, 2025 to Nov 10, 202536
- Polar Asset Management Partners Inc.SCHEDULE 13G/A, 2 filings Nov 14, 2024 to Aug 14, 202537
- HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUNDSCHEDULE 13G/A, 3 filings Nov 13, 2024 to Aug 13, 202538
- SilverBox Sponsor IV LLCSCHEDULE 13G, 1 filing Feb 13, 202539
- Linden Capital L.P.SC 13G, 1 filing Aug 22, 202440
SEC filer profile
How SilverBox Corp IV is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSilverBox Corp IV1
- CIK0002015947
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address8701 Bee Cave Road, East Building, Suite 310, Austin, TX 787461
- Phone512-575-36371
- Shares outstanding20,455,000 Common Class A shares; 5,000,000 Common Class B shares as of Mar 19, 20264
- Public float$216.4M as of Dec 31, 20254
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceJun 18, 20241
- Filings97 in all: 8-K (16), SCHEDULE 13G/A (15), 425 (13), 3 (9), SCHEDULE 13G (8), 10-Q (7), CORRESP (5), SC 13G (5)1
All 22 form types
S-1/A (3), UPLOAD (3), 10-K (2), 25-NSE (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEF 14A (1), DEFA14A (1), EFFECT (1), PRE 14A (1), S-1 (1), SC 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 19, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) Jul 17, 2026
Latest 8-K (8-K) Sep 28, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant | SBXDU | New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | SBXD | New York Stock Exchange |
| Redeemable warrants included as part of the units | SBXD WS | New York Stock Exchange |
From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks SilverBox Corp IV names in Item 1A of its 10-K filed Mar 19, 2026: 78 risks under these headings, as written.4
- Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
- The ability of public shareholders to exercise redemption rights with respect to a large number of public shares, the terms of the proposed Business Combination or other factors may not allow SilverBox to complete the Business Combination or optimize its capital structure.
- You may be unable to ascertain the merits or risks of Parataxis’ operations.
- There is no assurance that SilverBox’s diligence will reveal all material risks that may be present with regard to Parataxis. Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.
- There are risks to SilverBox Shareholders who are not affiliates of the Sponsor of becoming shareholders of Pubco through the Business Combination rather than acquiring interests in Parataxis directly in an underwritten public offering, including no independent due diligence review by an underwriter.
- Involvement or past performance by consultants, advisors, influencers, brand ambassadors and other Persons involved with Parataxis or Pubco, including members of their respective boards of directors, managers, consultants, advisors and other Persons, some or all of whom are public figures, may not be indicative of the future performance of Parataxis and Parataxis and you should assess the merits of Parataxis’ business independently and be prepared to lose your entire investment.
- Neither SilverBox nor the SilverBox shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Business Combination in the event that any of the representations and warranties in the Business Combination Agreement made by Parataxis, Pubco, the Merger Subs, or the Seller Representative or any other party thereto ultimately proves to be inaccurate or incorrect.
- SilverBox and Parataxis will incur significant transaction and transition costs in connection with the Business Combination.
- SilverBox’s non-redeeming shareholders and Parataxis Securityholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.
- If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.
- Pubco’s management team may invest or spend the proceeds of the SEPA in ways with which you may not agree or in ways which may not yield a significant return.
- SilverBox Shareholders will experience dilution due to the issuance of shares of Pubco Common Stock, and securities exercisable for or convertible into shares of Pubco Common Stock, to the Parataxis securityholders as consideration in the Business Combination.
The other 66 risks
- There are risks to unaffiliated investors by taking Parataxis public through a merger rather than through an underwritten offering.
- There may be significant redemptions by SilverBox’s public shareholders in connection with the Business Combination, which may leave the combined company under-capitalized.
- The fairness opinion obtained by the SilverBox board of directors from Newbridge will not reflect changes in circumstances subsequent to the date of Business Combination Agreement, or any amendments to the Business Combination Agreement, and was based on estimates and assumptions at the date of such opinion.
- Pubco’s business and operations could be negatively affected if Pubco becomes subject to any securities litigation or stockholder activism, which could cause Pubco to incur significant expense, hinder execution of business and growth strategy and impact Pubco’s stock price.
- Securities of companies formed through mergers such as the Business Combination may experience a material decline in price relative to the share price of the Public Shares prior to the business combination.
- Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
- We may engage SilverBox Securities to provide financial advisory services to us after our initial public offering. SilverBox Securities is an affiliate of our sponsor and is entitled to receive deferred fees only upon a completion of our initial business combination. As a result, SilverBox Securities would have a conflict of interest in rendering any such services to us after our initial public offering.
- If we seek shareholder approval of our initial business combination, our Sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the Initial Business Combination.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your ordinary shares.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
- We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants will be worthless.
- If we seek shareholder approval of our initial business combination, our management team, sponsor, Founder Group or any of their respective affiliates may elect to purchase public shares or warrants from public shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A ordinary shares.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such time before redemption from our trust account.
- You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.05 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.
- If the net proceeds of the Initial Public Offering and the sale of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our ordinary shares, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share.
- Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per- share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
- We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
- We are not required to obtain a fairness opinion and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- Certain agreements related to our initial public offering may be amended or waived without shareholder approval.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- Our initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.05 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.
- We may be treated as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.
- If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.
- If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.
- Risks Relating to our Sponsor, Advisors and Management Team
- The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post- combination business.
- We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
- Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with members of our management team, our sponsor, Founder Group, or existing holders which may raise potential conflicts of interest.
- Our management may not be able to maintain control of a target business after our initial business combination.
- Members of our management team, Founder Group and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.
- A conflict of interest may arise from the need to obtain the consent of our sponsor to our business combination.
- Risks Relating to Our Securities
- The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.05 per share.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
- NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- If you exercise your public warrants on a “cashless basis,” you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this annual report.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9SEC EDGARStephen M. Kadenacy, Chair
- 10
- 11SEC EDGARJin Chun, Chief operating officer
- 12
- 13SEC EDGARGlenn P. Marino, Board member
- 14SEC EDGARMatthew Eilers, Board member
- 15SEC EDGARReed J. Seaton, Board member
- 16SEC EDGARDavid H. Lee, General counsel
- 17SEC EDGAROther events
- 18SEC EDGARListing notice or transfer
- 19SEC EDGAREntered a material agreement
- 20SEC EDGARRegulation FD disclosure
- 21SEC EDGAREntered a material agreement
- 22SEC EDGAROther events
- 23SEC EDGAREntered a material agreement
- 24SEC EDGAROther events
- 25
- 26
- 27SEC EDGARExecutive or director change
- 28SEC EDGARRegulation FD disclosure
- 29
- 30
- 31
- 32
- 33
- 34
- 35
- 36
- 37
- 38
- 39
- 40