As filed with the Securities and Exchange Commission on September 2, 2025

Registration No. 333-        ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Parataxis Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 6199 (Primary standard industrial
classification code number) 39-3278485 (I.R.S. Employer
Identification Number)

For co-registrants, see “Table of Co-Registrants” on the following page.

Edward Chin
Chief Executive Officer
135 W. 50th Street, Suite 200
New York, New York 10020
Telephone: (    )        -

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward Chin
Chief Executive Officer
135 W. 50th Street, Suite 200
New York, New York 10020
Telephone: (    )        -

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Jonathan Ko
Andrew Goodman
Joseph Swanson
Paul Hastings LLP
515 South Flower Street
Twenty-Fifth Floor
Los Angeles, CA 90071
(213) 683-6000 Meredith Laitner
Lijia Sanchez
Trevor Okomba
Ellenoff Grossman & Schule LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
(212) 370-1300

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration
Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described
in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b 2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
​	Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e 4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d 1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter(1)(2)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Parataxis Holdings LLC	Delaware	6199	39-2485332

(1)

The Co-Registrant has the following principal executive office:

135 W. 50th Street, Suite 200
New York, New York 10020
Telephone: (    )        -

(2)

The agent for service for the Co-Registrant is:

Edward Chin
Chief Executive Officer
135 W. 50th Street, Suite 200
New York, New York 10020
Telephone: (    )        -

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS — SUBJECT TO COMPLETION, DATED SEPTEMBER 2, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SILVERBOX CORP IV
(A CAYMAN ISLANDS EXEMPTED COMPANY)

AND

PROSPECTUS FOR
47,203,723 SHARES OF CLASS A COMMON STOCK
6,818,334 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
6,818,334 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS AND
7,000,000 SHARES OF CLASS C COMMON STOCK OF PARATAXIS HOLDINGS INC.

On August 6, 2025, SilverBox Corp IV, a Cayman Islands exempted company (“SilverBox, “we,” “our” or “us”), Parataxis Holdings Inc., a Delaware corporation (“Pubco”), PTX Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“SPAC Merger Sub”), PTX Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub” and, together with the SPAC Merger Sub, the “Merger Subs”), Parataxis Holdings LLC, a Delaware limited liability company (“Parataxis”), SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), solely in the capacity as the representative of the shareholders of SilverBox (the “SPAC Representative”), and Edward Chin, solely in the capacity as the representative of the members of Parataxis (the “Seller Representative”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which SilverBox agreed to combine with Parataxis in a series of transactions that will result in Pubco becoming a publicly-traded company on the New York Stock Exchange (the “NYSE”) or The Nasdaq Stock Market LLC (“Nasdaq”) and controlling Parataxis (collectively, the “Business Combination”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A. You are being asked to vote on the Business Combination and certain other related matters.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein:

(i)

SilverBox will become domesticated (the “Domestication”) to and continue as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of association of SilverBox (as may be amended from time to time, the “Memorandum and Articles of Association”), and at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and at least one day following the Domestication, SPAC Merger Sub will merge with and into SilverBox, with SilverBox continuing as the surviving entity as a direct wholly owned subsidiary of Pubco (the “SilverBox Merger”), and (x) each SilverBox Class A Common Share (as defined below) outstanding immediately prior to the effectiveness of the SilverBox Merger being converted into the right to receive one share of Pubco’s Class A common stock, par value $0.0001 per share (“Pubco Class A Common Stock”), (y) each SilverBox Class B Ordinary Share (as defined below) outstanding immediately prior to the effectiveness of the SilverBox Merger being converted into the right to receive one share of Pubco Class A Common Stock, and (z) each SilverBox Warrant (as defined below) outstanding immediately prior to the effectiveness of the SilverBox Merger being converted into the right to receive one warrant of Pubco (the “Pubco Warrants”), with Pubco assuming SilverBox’s obligations under the existing warrant agreement; and

(ii)

Company Merger Sub will merge with and into Parataxis, with Parataxis continuing as the surviving entity as a directly wholly owned subsidiary of Pubco (the “Company Merger” and together with the SPAC Merger, the “Mergers”), and (x) each common unit (each, a “Parataxis Common Unit”) and preferred unit (each, a “Parataxis Preferred Unit”) of Parataxis (other than those Parataxis Common Units held by Edward Chin and his designated affiliate) outstanding immediately prior to the effectiveness of the Parataxis Merger being converted into the Per Unit Class A Merger Consideration, and (y) each Parataxis Common Unit held by Edward Chin and his designated affiliates outstanding immediately prior to the effectiveness of the Parataxis Merger being converted into the right to receive the Per Unit Class C Merger Consideration. “Exchange

Ratio” means (i) the Per Unit Price (as defined in the Business Combination Agreement), divided by (ii) $10.00. “Per Unit Class A Merger Consideration” means, (a) with respect to each Parataxis Common Unit held by the holders of Parataxis Common Units (other than Edward Chin), a number of shares of Pubco Class A Common Stock equal to (i) the Exchange Ratio multiplied by (ii) one Parataxis Common Unit and (b) with respect to each Parataxis Preferred Unit held by the holders of Parataxis Preferred Units (the “Parataxis Preferred Securityholders”), a number of shares of Pubco Class A Common Stock equal to (i) the Exchange Ratio multiplied by (ii) the product of one Parataxis Preferred Unit multiplied by 1.30. “Per Unit Class C Merger Consideration” means, with respect to each Parataxis Common Unit held by Edward Chin and his designated affiliates, a number of shares of Pubco Class C common stock, par value $0.0001 per share (the “Pubco Class C Common Stock”), equal to (i) one Parataxis Common Unit multiplied by (ii) the Exchange Ratio.

In connection with the Domestication: (i) each of the then issued and outstanding SilverBox Class A ordinary shares, par value $0.0001 per share (“SilverBox Class A Ordinary Shares”), will convert, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of SilverBox (“SilverBox Class A Common Shares”); (ii) each of the then issued and outstanding SilverBox Class B ordinary shares, par value $0.0001 per share, will convert, on a one-for-one basis, into one share of Class B common stock, par value $0.0001 per share, of SilverBox (“SilverBox Class B Common Shares” and together with the SilverBox Class A Common Shares, the “SilverBox Common Shares”); (iii) each then issued and outstanding warrant representing the right to purchase one SilverBox Class A Ordinary Share will convert automatically into a warrant to acquire one SilverBox Class A Common Share on the same terms as the SilverBox Warrants (as defined elsewhere in this proxy statement/prospectus); and (iii) each then issued and outstanding SilverBox Unit (as defined elsewhere in this proxy statement/prospectus) will be cancelled and each holder of such SilverBox Unit will be entitled to one SilverBox Class A Common Share and one-third of one Public Warrant. No fractional Public Warrants will be issued upon such cancellation of SilverBox Units.

In addition to the consideration described above, holders of Parataxis Common Units (the “Parataxis Common Securityholders”) will receive, on a pro rata basis, up to 7,500,000 shares of Pubco Class A Common Stock (collectively, the “Earnout Shares”) that will be issued upon the achievement of certain share prices of Pubco Class A Common Stock during the five (5) year period following the Closing (the “Earnout Period”). Two-thirds of the Earnout Shares will be issued to Parataxis Common Securityholders, if, within the Earnout Period, the volume weighted average closing sale price of Pubco Class A Common Stock equals or exceeds $12.50 per share, subject to adjustments as set out in the Business Combination Agreement (the “Tier I Share Price Target”), for a period of at least 20 out of 30 consecutive trading days. The remaining one-third of the Earnout Shares will be issued to Parataxis Common Securityholders, if, within the Earnout Period, the volume weighted average closing sale price of Pubco Class A Common Stock equals or exceeds $15.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Tier II Share Price Target”, and together with the Tier I Share Price Target, the “Share Price Targets”), for a period of at least 20 out of 30 consecutive trading days.

If during the Earnout Period there is a Change of Control (as defined in the Business Combination Agreement) that will result in: (i) holders of Pubco Class A Common Stock receiving a per share price equal to or in excess of the Tier I Share Price Target, then the relevant Earnout Shares shall be issued immediately prior to the consummation of the Change of Control and (ii) holders of Pubco Class A Common Stock receiving a per share price equal to or in excess of the Tier II Share Price Target, then the relevant Earnout Shares shall be issued immediately prior to the consummation of the Change of Control.

In addition to the consideration described above, Parataxis Preferred Securityholders will receive, on a pro rata basis, additional shares of Pubco Class A Common Stock (the “Adjustment Shares”) equal to (x) the product of (A) (I) the quotient obtained by dividing (i) the Closing Bitcoin Price by (ii) the Signing Bitcoin Price (as such terms are defined in the Business Combination Agreement), (II) minus 1, multiplied by (B) 3,100,000; provided, that the amount calculated in (A) of the foregoing shall not be less than zero and the Closing Bitcoin Price will not exceed $125,000.

In addition, pursuant to the Sponsor Letter Agreement (as defined elsewhere in this proxy statement/​prospectus), 150,000 SilverBox Class B Ordinary Shares held by the Sponsor (the “Sponsor Earnout Shares”) will be deposited into escrow upon the Closing and will be released in the same proportions and upon the achievement of the same price targets (including in connection with a Change of Control) as the Earnout Shares.

Contemporaneously with the execution of the Business Combination Agreement, Parataxis entered into subscription agreements with various accredited investors, pursuant to which such investors agreed to purchase an aggregate of 3,100,000 Parataxis Preferred Units for an aggregate purchase price of $31,000,000 (the “Preferred Equity Investment”), which Parataxis Preferred Units were issued on August 6, 2025.

The following table summarizes the pro forma ownership of Pubco immediately following the Business Combination under: (1) the No Redemption Scenario; (2) the 25% of Contractual Maximum Redemption Scenario; (3) the 50% of Contractual Maximum Redemption Scenario; (4) the 75% of Contractual Maximum Redemption Scenario and (5) the Contractual Maximum Redemption Scenario (each term as defined elsewhere in this proxy statement/prospectus), in each case, excluding the dilutive effect of: (i) the Earnout Shares; (ii) the Sponsor Earnout Shares; (iii) the Private Placement Warrants; and (iv) the Public Warrants.

​	No Redemption Scenario(1)				25% of Contractual Maximum Redemption Scenario(2)				50% of Contractual Maximum Redemption Scenario(3)				75% of Contractual Maximum Redemption Scenario(4)				Contractual Maximum Redemption Scenario(5)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	50.7%	​	15,250,905	​	43.8%	​	10,501,809	​	34.9%	​	5,752,714	​	22.7%	​	1,003,619	​	4.9%
Parataxis Common Securityholders(6)	​	10,000,000	​	25.3%	​	10,000,000	​	28.7%	​	10,000,000	​	33.3%	​	10,000,000	​	39.5%	​	10,000,000	​	48.7%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	10.7%	​	4,248,723	​	12.2%	​	4,248,723	​	14.1%	​	4,248,723	​	16.8%	​	4,248,723	​	20.6%
Sponsor	​	5,305,000	​	13.4%	​	5,305,000	​	15.2%	​	5,305,000	​	17.7%	​	5,305,000	​	21.0%	​	5,305,000	​	25.8%
Total	​	39,553,723	​	100.0%	​	34,804,628	​	100.0%	​	30,055,532	​	100.0%	​	25,306,437	​	100.0%	​	20,557,342	​	100.0%

*

Percentages may not sum to 100.0% due to rounding.

(1)

Assumes that no Public Shareholders exercise redemption rights with respect to their SilverBox Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(5)

Assumes that Public Shareholders holding approximately 95% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing while still enabling the parties to satisfy the condition contained in the Business Combination Agreement, which is waivable by Parataxis, that, at the Closing, after giving effect to the completion and payment of Redemptions and payment of SPAC Expenses and Company Expenses, net cash or cash equivalents delivered to Pubco at the Closing will equal or exceed $25.0 million (the “Minimum Cash Condition”). This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025. The Contractual Maximum Redemption Scenario represents the maximum number of Public Shares that may be redeemed while satisfying the

Minimum Cash Condition, taking into account the assumptions described above. In the event that aggregate cash and cash equivalents delivered to Pubco at Closing is insufficient to meet the Minimum Cash Condition, a condition to the Closing would not be met and the Business Combination may not be consummated.

(6)

Assumes (i) there is no aggregate indebtedness of Parataxis and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions), and (ii) the base purchase price is $100 million.

(7)

Consists of (i) 4,030,000 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders upon exchange of 3,100,000 Parataxis Preferred Units based on the Exchange Ratio, and (ii) 218,723 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders as Adjustment Shares, which is the maximum number of Adjustment Shares issuable pursuant to the Business Combination Agreement.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

SilverBox’s equity securities trade on the NYSE. Each of SilverBox’s Units consists of one SilverBox Class A Ordinary Share and one-third of one warrant and trades under the symbol “SBXD.U.” The SilverBox Class A Ordinary Shares and public warrants trade under the symbols “SBXD” and “SBXD WS,” respectively. Each whole warrant entitles the holder to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The units that have not previously been separated at the election of holders will automatically separate into the component securities upon the Closing and, as a result, will no longer trade as a separate security. Pubco intends to apply to list the Pubco Class A Common Stock and Pubco Warrants on the NYSE under the symbols “PRTX” and “PRTX.WS,” respectively, or on Nasdaq under the symbols “PRTX” and “PRTXW,” respectively. There is no assurance that Pubco will be able to satisfy the NYSE or Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is: (i) up to 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of approximately $57.1 million (based upon the closing price of the SilverBox Class A Ordinary Shares of $10.46 on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), to be issued upon conversion of 455,000 SilverBox Class A Ordinary Shares and 5,000,000 SilverBox Class B Ordinary Shares currently held by the Sponsor, which shares include 150,000 Sponsor Earnout Shares subject to vesting as though such shares were vested immediately upon the Closing; (ii) 151,667 Private Placement Warrants, with an implied aggregate market value of $62,183.47 (based upon the closing price of the Public Warrants of $0.41 on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), each of which entitles the holder of such warrant to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to adjustment; (iii) $310,000 that SilverBox Securities LLC (“SilverBox Securities”), an affiliate of the Sponsor, will receive as a fee in connection with the Preferred Equity Investment, which will be payable at the Closing; and (iv) $2.03 million that SilverBox Securities will receive as a deferred IPO advisory fee in connection with the Closing. Additionally Joseph Reece, a member of SilverBox’s management team and an affiliate of the Sponsor, is expected to serve on the Pubco Board and may receive compensation for such service. Other members of the SilverBox management may serve as members of Pubco management and may receive compensation for such service.

Other than as described below, in no event will the Sponsor, any of SilverBox’s existing officers or directors or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render to effectuate, the completion of the Business Combination. Joseph Reece, our Founding Partner, Jin Chun, our Chief Operating Officer, and Dan Esters, our Chief Financial Officer, are officers of SilverBox Securities, and will participate in a portion of the fees payable to SilverBox Securities in connection with the Preferred Equity Investment and the consummation of the Business Combination. In addition, certain affiliates of the Sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to SilverBox before the completion of the Business Combination. SilverBox pays the Sponsor a total of $15,000 per month for office space, utilities, secretarial support and

administrative services and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of SilverBox.

In connection with the IPO, the Sponsor and SilverBox’s directors and executive officers agreed to vote their SilverBox Ordinary Shares (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination) in favor of the Business Combination Proposal (as defined elsewhere in this proxy statement/prospectus). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with SilverBox, Parataxis and Pubco, dated as of August 6, 2025 (the “Sponsor Support Agreement”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its SilverBox Ordinary Shares (except that any Public Shares it may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act) in favor of each Shareholder Proposal (as defined elsewhere in this proxy statement/prospectus) being presented at the Extraordinary General Meeting (as defined below). As of the Record Date, the Sponsor owns approximately    % of the total outstanding SilverBox Ordinary Shares. When you consider the recommendation of these proposals by the Board of Directors of SilverBox (the “SilverBox Board”), you should keep in mind that the Sponsor and certain of SilverBox’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

This proxy statement/prospectus covers: (i) 54,022,057 shares of Pubco Class A Common Stock (including shares that are to be issued or may be issuable (1) upon the conversion of SilverBox Ordinary Shares into Pubco Class A Common Stock in connection with the Business Combination, (2) upon exercise of the Pubco Warrants and (3) the conversion of Pubco Class C Common Stock), (ii) 6,818,334 Pubco Warrants and (iii) 7,000,000 Pubco Class C Common Stock.

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of SilverBox, which will be held at             , Eastern Time, on            , 2025. The SilverBox Board has determined to convene and conduct the Extraordinary General Meeting in a virtual meeting format at. For the purposes of the Amended and Restated Memorandum and Articles of Association, the Extraordinary General Meeting may also be attended in person at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Extraordinary General Meeting by visiting and using a control number assigned by Continental Stock Transfer & Trust Company and printed on your proxy card. To register and receive access to the Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of SilverBox will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

After careful consideration, the SilverBox Board has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus. The SilverBox Board has also determined that the Business Combination is in the best interests of Public Shareholders (as defined elsewhere in this proxy statement/prospectus). The SilverBox Board took into account the oral opinion of Newbridge Securities Corporation (“Newbridge”) (subsequently confirmed in a written opinion), rendered on August 5, 2025, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Newbridge in preparing its opinion, each of the Per Unit Class A Merger Consideration, the Per Unit Class C Merger Consideration and the Exchange Ratio to be paid by SilverBox pursuant to the Business Combination Agreement is fair, from a financial point of view, to SilverBox and the Public Shareholders. A copy of the written opinion is attached as Annex H to this proxy statement/prospectus. Please see the section entitled “Summary of the Proxy Statement/Prospectus — The Proposals to be Submitted at the Extraordinary General Meeting — The Business Combination Proposal — Fairness Opinion of Newbridge Securities Corporation” for further information. The SilverBox Board recommends that you vote “FOR” each proposal described in this proxy statement/prospectus.

If you have any questions or need assistance voting your SilverBox Ordinary Shares, please contact          , our proxy solicitor, by calling          , or if you are a bank or a broker, by calling          , or by

emailing          . The notice of the SilverBox Extraordinary General Meeting and this proxy statement/​prospectus will be available at       .

This proxy statement/prospectus provides shareholders of SilverBox with detailed information about the Business Combination and other matters to be considered at the SilverBox Extraordinary General Meeting. We encourage you to read this entire document, including the Annexes and other documents referred to in this proxy statement/prospectus, carefully and in their entirety. It also contains or references information about SilverBox, Parataxis and Pubco and certain related matters. In particular, when you consider the recommendation regarding the proposals by the SilverBox Board, you should keep in mind that the Sponsor and certain of SilverBox’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. For instance, the Sponsor and certain of SilverBox’s officers and directors will benefit from the completion of an initial business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating the Trust Account. See the section of this proxy statement/​prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 67 of this proxy statement/prospectus.

Your vote is very important.   To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Extraordinary General Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

By Order of the Board of Directors

Stephen Kadenacy
Chief Executive Officer and Chairman of the Board

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals and for the election of each of the directors proposed by SilverBox for election.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SILVERBOX CLASS A ORDINARY SHARES THROUGH UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF SILVERBOX CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE SILVERBOX EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/​PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SILVERBOX EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in the accompanying proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated            , 2025, and is first being mailed to shareholders of SilverBox on or about            , 2025.

SILVERBOX CORP IV
8701 Bee Cave Road
East Building, Suite 310
Austin, Texas 78746

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON            , 2025

TO THE SHAREHOLDERS OF SILVERBOX CORP IV:

NOTICE IS GIVEN that the Extraordinary General Meeting (including any adjournments or postponements) of SilverBox, will be held on            , 2025, at          , Eastern Time, virtually at       . For the purposes of the Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. The Extraordinary General Meeting will be held for the following purposes:

1.

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of August 6, 2025, attached to the accompanying proxy statement/prospectus as Annex A (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the Business Combination Agreement, by and among SilverBox, Pubco, SPAC Merger Sub, Company Merger Sub Parataxis, the SPAC Representative, and the Seller Representative, pursuant to which, at the Closing and at least one day following the Domestication, (i) SPAC Merger Sub will merge with and into SilverBox, with SilverBox being the surviving entity and continuing as a direct wholly owned subsidiary of Pubco, and (ii) Company Merger Sub will merge with and into Parataxis, with Parataxis being the surviving entity and continuing as a direct wholly owned subsidiary of Pubco. The transactions contemplated by the Business Combination Agreement are described in more detail in the accompanying proxy statement/prospectus and are referred to as the “Business Combination.” We refer to this proposal as the “Business Combination Proposal.”

2.

Proposal No. 2 — The Advisory Organizational Documents Proposals — To consider and vote upon the following nine separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis, and as required by the applicable U.S. Securities and Exchange Commission (“SEC”) guidance, by ordinary resolution, each of the following material differences between the Memorandum and Articles of Association and the proposed Amended and Restated Certificate of Incorporation, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, (the “Proposed Certificate of Incorporation”), and the proposed Amended and Restated Bylaws of Pubco, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Bylaws”, and together with the Proposed Certificate of Incorporation, collectively, the “Proposed Organizational Documents”):

•

Advisory Organizational Documents Proposal 2A — Under the Proposed Organizational Documents, Pubco will increase the number of authorized shares to 2,610,000,000 shares, of which 2,500,000,000 shares are Pubco Class A Common Stock, 10,000,000 shares are Pubco Class C Common Stock and 100,000,000 shares are preferred stock, $0.0001 par value per share (“Pubco Preferred Stock”).

•

Advisory Organizational Documents Proposal 2B — The Proposed Organizational Documents will provide that the Proposed Certificate of Incorporation may be amended by the affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

•

Advisory Organizational Documents Proposal 2C — The Proposed Organizational Documents will provide that the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class. The Proposed Certificate of Incorporation provides that newly-created directorships or any vacancy on the Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. The Proposed Organizational Documents provide that any or all of

the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of Pubco Common Stock entitled to vote generally in the election of directors, voting together as a single class.

•

Advisory Organizational Documents Proposal 2D —  The Proposed Organizational Documents will provide that Pubco is not subject to Section 203 of the DGCL.

•

Advisory Organizational Documents Proposal 2E —  The Proposed Organizational Documents will provide that the Delaware Court of Chancery, or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, will be the exclusive forum for certain actions and claims.

•

Advisory Organizational Documents Proposal 2F —  The Proposed Organizational Documents will provide that (i) each holder of record of Pubco Class A Common Stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote, (ii) each holder of record of Pubco Class C Common Stock, as such, shall, prior to the Sunset Date (as defined elsewhere in this proxy statement/prospectus), be entitled to the Class C Voting Power for each share of Pubco Class C Common Stock held of record by such holder on all matters on which stockholders generally are generally entitled to vote, including the election or removal of directors, or holders of Pubco Class C Common Stock as a separate class are entitled to vote, (iii) the holders of Pubco Common Stock having the right to vote in respect of such Pubco Common Stock shall vote together as a single class (or, if the holders of one or more series of Pubco Preferred Stock are entitled to vote together with the holders of Pubco Common Stock having the right to vote in respect of such Pubco Common Stock, as a single class with the holders of such other series of Pubco Preferred Stock) on all matters submitted to a vote of the stockholders having voting rights generally, (iv) holders of Pubco Common Stock, as such, shall have no voting power under the Proposed Certificate of Incorporation with respect to, and shall not be entitled to vote on, any amendment to the Proposed Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Pubco Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon under Proposed Certificate of Incorporation (including any certificate of designation relating to any series of Pubco Preferred Stock) or under the DGCL; and (v) holders of a series of Pubco Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by the Proposed Certificate of Incorporation (including any certificate of designation relating to such series).

•

Advisory Organizational Documents Proposal 2G — The Proposed Organizational Documents will provide that each holder of record of Class A Common Stock and Class C Common Stock shall be entitled to receive, ratably with other participating shares, such dividends and other distributions as may from time to time be declared by the Pubco Board.

•

Advisory Organizational Documents Proposal 2H — The Proposed Organizational Documents will not include the provisions applicable only to blank check companies.

•

Advisory Organizational Documents Proposal 2I — The Proposed Organizational Documents will provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms.

3.

Proposal No. 3 — The NTA Proposal — To consider and vote upon a proposal to approve by special resolution to consider and vote on amendments to the Memorandum and Articles of Association, which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by SilverBox, prior to the consummation of the Domestication and the proposed Business Combination, to remove from the Memorandum and Articles of Association requirements limiting SilverBox’s ability to redeem ordinary shares and consummate an initial business combination if the amount of such redemptions would cause SilverBox to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Business

Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by SilverBox Shareholders. We refer to this proposal as the “NTA Proposal.”

4.

Proposal No. 4 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution, the Parataxis Holdings Inc. 2025 Equity Incentive Plan (the “2025 EIP”). A form of the 2025 EIP is attached to the accompanying proxy statement/prospectus as Annex D. We refer to this proposal as the “Incentive Plan Proposal.”

5.

Proposal No. 5 — The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution, the Parataxis Holdings Inc. 2025 Employee Stock Purchase Plan (the “ESPP”). A form of the ESPP is attached to the accompanying proxy statement/prospectus as Annex E. We refer to this proposal as the “Employee Stock Purchase Plan Proposal.”

6.

Proposal No. 6 — The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution the election of directors to serve on the board of directors of Pubco (the “Pubco Board”) until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal,” and, collectively with the Business Combination Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, the “Condition Precedent Proposals.”

7.

Proposal No. 7 — The Stock Issuance Proposal — To consider and vote on a proposal to approve, by ordinary resolution and for purposes of complying with the applicable listing rules of the NYSE, the issuance of the shares of Pubco Class A Common Stock to be issued in connection with the Business Combination, the additional shares of Pubco Class A Common stock issuable pursuant to the SEPA (as defined below) and reserved for issuance pursuant to the 2025 EIP and the ESPP. We refer to this proposal as the “Stock Issuance Proposal.”

8.

Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary: (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (ii) for the absence of a quorum; (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SilverBox has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (iv) if the NTA Proposal will not be approved, to seek reversals of redemption requests if Public Shareholders have elected to redeem an amount of Public Shares such that SilverBox would have less than $5,00,001 in net tangible assets; or (v) to engage with investors. We refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of SilverBox Class A Ordinary Shares (including those held by the Sponsor) and holders of record of Class B ordinary shares, par value $0.0001 per share of SilverBox (“SilverBox Class B Ordinary Shares”, and together with the SilverBox Class A Ordinary Shares, the “SilverBox Ordinary Shares”), in each case, at the close of business on            , 2025 (the “Record Date”) are entitled to notice of and to have their votes counted at the Extraordinary General Meeting.

The approval of the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote on NTA Proposal at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The approval of each of the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Stock Issuance Proposal and the Adjournment Proposal requires an ordinary resolution under

Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to SilverBox Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of SilverBox Shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to in the accompanying proxy statement/prospectus, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 67 of the accompanying proxy statement/prospectus.

After careful consideration, the SilverBox Board has unanimously approved the Business Combination and unanimously recommend that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to SilverBox Shareholders in the accompanying proxy statement/​prospectus. When you consider the recommendation of these proposals by the SilverBox Board, you should keep in mind that the Sponsor and certain of SilverBox’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. For instance, the Sponsor and certain of SilverBox’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating SilverBox. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into at or prior to the Closing, including the A&R Registration Rights Agreement and the Sponsor Support Agreement (each term as defined in the accompanying proxy statement/prospectus). See “The Business Combination Proposal — Certain Agreements Related to the Business Combination” and “Certain Relationships and Related Party Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Memorandum and Articles of Association, a holder of SilverBox Class A Ordinary Shares sold in our initial public offering (“IPO”), whether purchased in our IPO or following our IPO in the open market (a “Public Shareholder,” and such shares, “Public Shares”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

1.

(a) hold Public Shares, or (b) if you hold Public Shares through units, you elect to separate your units into the underlying Public Shares and public warrants prior to exercising your redemption rights with respect to the Public Shares;

2.

submit a written request to Continental Stock Transfer & Trust Company (“Transfer Agent”), SilverBox’s transfer agent, that SilverBox redeem all or a portion of your Public Shares for cash; and

3.

deliver your Public Shares to Transfer Agent, SilverBox’s transfer agent, physically or electronically through The Depository Trust Company (the “DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days prior to the initially scheduled date of the Extraordinary General Meeting) (the “Redemption Deadline”) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, SilverBox will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, based on the Trust Account balance as of August 26, 2025, this would have amounted to approximately $10.51 per Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. SilverBox cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when our shareholders wish to sell their Public Shares.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn following the Redemption Deadline, unless SilverBox determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline, and, following such deadline, with SilverBox’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the Public Shareholder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by 5:00 p.m., Eastern Time, on            , 2025 (two business days prior to the initially scheduled date of the Extraordinary General Meeting).

See the section of the accompanying proxy statement/prospectus entitled “Extraordinary General Meeting of SilverBox — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of SilverBox have agreed to vote in favor of the Business Combination, and to waive their redemption rights in connection with the Closing with respect to any SilverBox Ordinary Shares held by them (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination). None of the Sponsor, directors or officers received separate consideration for their waiver of redemption rights. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement. Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Shareholder Proposal (as defined in the accompanying proxy statement/prospectus) being presented at the Extraordinary General Meeting. The SilverBox Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately    % of the issued and outstanding SilverBox Ordinary Shares.

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include: (i) the approval by SilverBox Shareholders of the Condition Precedent Proposals; (ii) the completion of the Domestication; (iii) the truth and accuracy of the representations and warranties provided by each of SilverBox, Pubco, the Merger Subs and Parataxis and the performance by each of SilverBox, Pubco, the Merger Subs and Parataxis of their respective obligations and covenants under the Business Combination Agreement, in each case, subject to the applicable materiality standards; (iv) the absence of any Material Adverse Effect with respect to SilverBox and Material Adverse Effect with respect to Parataxis that is continuing and uncured; (v) the registration statement on

Form S-4 of which the accompanying proxy statement/prospectus forms a part becoming and remaining effective with the SEC; (vi) the listing of Pubco Class A Common Stock and Pubco Public Warrants shall have been approved by the NYSE or Nasdaq; and (vii) the delivery of customary certificates, instruments, contracts and other documents specified to be delivered by the respective parties under the Business Combination Agreement. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.”

SilverBox’s equity securities trade on the NYSE. Each of SilverBox’s units consists of one SilverBox Class A Ordinary Share and one-third of one Public Warrant and trades under the symbol “SBXD.U.” The SilverBox Class A Ordinary Shares and Public Warrants trade under the symbols “SBXD” and “SBXD.WS,” respectively. Each whole warrant entitles the holder to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The units that have not previously been separated at the election of holders will automatically separate into the component securities upon the Closing and, as a result, will no longer trade as a separate security. Pubco intends to apply to list the Pubco Class A Common Stock and Pubco Warrants on the NYSE under the symbols “PRTX” and “PRTX.WS,” respectively, or on Nasdaq under the symbols “PRTX” and “PRTXW,” respectively. There is no assurance that Pubco will be able to satisfy stock exchange listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/​prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals, the NTA Proposal and the Stock Issuance Proposal are conditioned on the approval of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH. YOU MUST ALSO DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, TO EXERCISE YOUR REDEMPTION RIGHTS YOU MUST INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT. SEE THE SECTION OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS ENTITLED “EXTRAORDINARY GENERAL MEETING OF SILVERBOX — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the SilverBox Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

By Order of the Board of Directors

Stephen Kadenacy
Chief Executive Officer and Chairman of the Board

           , 2025

TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION	1
SELECTED DEFINITIONS	2
MARKET INDUSTRY AND DATA	9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
QUESTIONS AND ANSWERS	13
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	34
RISK FACTORS	67
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	129
MARKET PRICE AND DIVIDEND INFORMATION	144
EXTRAORDINARY GENERAL MEETING OF SILVERBOX	145
THE BUSINESS COMBINATION PROPOSAL	152
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	188
THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS	204
THE NTA PROPOSAL	210
THE INCENTIVE PLAN PROPOSAL	212
THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL	220
THE DIRECTOR ELECTION PROPOSAL	224
THE STOCK ISSUANCE PROPOSAL	227
THE ADJOURNMENT PROPOSAL	229
INFORMATION ABOUT PARATAXIS	231
EXECUTIVE AND DIRECTOR COMPENSATION	247
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LEGACY PARATAXIS	248
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PUBCO	252
INFORMATION ABOUT SILVERBOX	254
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SILVERBOX	276
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	280
MANAGEMENT AFTER THE BUSINESS COMBINATION	284
BENEFICIAL OWNERSHIP OF SECURITIES	290
DESCRIPTION OF PUBCO SECURITIES	294
COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS	304
SHARES ELIGIBLE FOR FUTURE SALE	305
FUTURE STOCK HOLDER PROPOSALS AND NOMINATIONS	307
INDEX TO FINANCIAL STATEMENTS	F-1

Annexes

ANNEX A — BUSINESS COMBINATION AGREEMENT	A-1
ANNEX B — FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PUBCO	B-1
ANNEX C — FORM OF AMENDED AND RESTATED BYLAWS OF PUBCO	C-1
ANNEX D — FORM OF EQUITY INCENTIVE PLAN	D-1
ANNEX E — FORM OF EMPLOYEE STOCK PURCHASE PLAN	E-1
ANNEX F — FORM OF SHARED FACILITIES AND SERVICES AGREEMENT	F-1

i

ANNEX G — FORM OF RIGHT OF FIRST REFUSAL AGREEMENT	G-1
ANNEX H — FAIRNESS OPINION OF NEWBRIDGE	H-1

ii

REFERENCES TO ADDITIONAL INFORMATION

The proxy statement/prospectus incorporates important business and financial information about SilverBox that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning SilverBox, without charge, upon written or oral request directed to SilverBox’s Chief Financial Officer at 8701 Bee Cave Road, East Building, Suite 310, Austin, Texas 78746; or      , our proxy solicitor, by calling      , or if you are a bank or a broker, by calling      , or by emailing      , or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting of SilverBox to be held on         , 2025, you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, or no later than         , 2025.

1

SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, prior to the Business Combination, the terms “we,” “us,” “our,” and “SilverBox” refer to SilverBox Corp IV. Following the Business Combination, the terms “we,” “us” and “our” refer to Pubco. Prior to the Domestication, SilverBox is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, SilverBox will be a corporation incorporated under the laws of the State of Delaware.

In this proxy statement/prospectus:

“2025 EIP” means the Parataxis Holdings Inc. 2025 Equity Incentive Plan, which will become effective upon the Closing. A copy of the 2025 EIP is attached to this proxy statement/prospectus as Annex D.

“25% of Contractual Maximum Redemption Scenario” means a scenario in which 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario are redeemed for cash from the Trust Account.

“50% of Contractual Maximum Redemption Scenario” means a scenario in which 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario are redeemed for cash from the Trust Account.

“75% of Contractual Maximum Redemption Scenario” means a scenario in which 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario are redeemed for cash from the Trust Account.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Pubco, SilverBox, the Sponsor and the Parataxis Securityholders upon the completion of the Business Combination.

“Adjournment Proposal” means the proposal to be considered at the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, either: (i) to permit further solicitation and vote of proxies if it is determined by SilverBox that more time is necessary or appropriate to approve one or more proposals at the Extraordinary General Meeting; or (ii) if the SilverBox Board determines that an adjournment is otherwise required as described more fully below.

“Adjustment Shares” means a number of shares of Pubco Class A Stock equal to (X) the product of (A) (I) the quotient obtained by dividing (i) the Closing Bitcoin Price by (ii) the Signing Bitcoin Price, (II) minus 1, multiplied by (B) the Preferred Equity Investment Gross Cash Proceeds divided by (Y) $10.00; provided, that the amount calculated in (A) of the foregoing shall not be less than zero.

“Advisory Organizational Documents Proposals” means the eight proposals to be considered at the Extraordinary General Meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Memorandum and Articles of Association and the Proposed Organizational Documents.

“Ancillary Documents” has the meaning given to it in the Business Combination Agreement.

“Bridge Bio” or “Bridge Biotherapeutics” or “Parataxis Korea” means Bridge Biotherapeutics, Inc., a South Korean clinical stage biotech company listed on the KOSDAQ. Following the investment by Parataxis Korea Fund, Bridge Bio was renamed “Parataxis Korea, Inc.”

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 6, 2025 and as may be further amended from time to time, by and among SilverBox, Pubco, SPAC Merger Sub, Company Merger Sub, Parataxis, the SPAC Representative and the Seller Representative. A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Mergers.

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“Closing Date” means the date on which the Closing occurs.

“Closing” means the consummation of the Business Combination.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combination Period” means the period ending on August 19, 2026, or such later date as the shareholders may approve in accordance with the Memorandum and Articles of Association.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Company Merger” means the merger of Company Merger Sub with and into Parataxis, with Parataxis surviving, as part of the Business Combination.

“Company Merger Sub” means PTX Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco.

“Condition Precedent Proposals” means, collectively, the Business Combination Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Director Election Proposal.

“Contractual Maximum Redemption Scenario” means a scenario in which approximately 95% of the Public Shares are redeemed for cash from the Trust Account, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash Condition.

“DGCL” means the Delaware General Corporation Law.

“Director Election Proposal” means the proposal to be considered at the Extraordinary General Meeting to elect five directors to serve on the Pubco Board until their respective successors are duly elected and qualified.

“Domestication” means the deregistration of SilverBox as an exempted company registered under the laws of the Cayman Islands and registration by way of continuation and domestication of SilverBox into a Delaware corporation under the applicable provisions of the Memorandum and Articles of Association, the Companies Act and the DGCL. The term “Domestication” includes all matters and necessary or ancillary changes in order to effect such domestication.

“Earnout Period” means the time period beginning on the Closing Date and ending on the five-year anniversary of the Closing Date, subject to a Qualifying Change of Control (as defined in the Business Combination Agreement).

“Earnout Shares” means the 7,500,000 shares of Pubco Class A Common Stock that Parataxis Common Securityholders will be eligible to receive, upon the achievement of certain share prices during the Earnout Period.

“Employee Stock Purchase Plan Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the ESPP.

“ESPP” means the Parataxis Holdings Inc. 2025 Employee Stock Purchase Plan, which will become effective upon the Closing. A copy of the ESPP is attached to this proxy statement/prospectus as Annex E.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Extraordinary General Meeting” means the extraordinary general meeting of SilverBox Shareholders, to be held at         , Eastern Time, on         , 2025 at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166 and virtually at      , and any adjournments or postponements of such extraordinary general meeting.

“GAAP” means U.S. generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

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“Incentive Plan Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the 2025 EIP.

“Insider Letter” means the Letter Agreement, dated as of August 15, 2024, by and among SilverBox and the Insiders.

“Insiders” means the Sponsor and each director and officer of SilverBox.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means SilverBox’s initial public offering of Units, which was consummated on August 19, 2024.

“IRS” means the U.S. Internal Revenue Service.

“Key Company Holder” means Edward Chin or his designated affiliate.

“KOSDAQ” means the Korea Securities Dealers Automated Quotations.

“Legacy Parataxis” means, collectively, Parataxis Labs, Parataxis Labs Management and Parataxis Korea Fund.

“Lock-up Agreement” means the lock-up agreement to be entered into by certain Parataxis Securityholders upon the closing of the Business Combination.

“Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of SilverBox, as amended from time to time.

“Minimum Cash Condition” means the condition to Parataxis’ obligation to consummate the Business Combination under the terms of the Business Combination Agreement, waivable by Parataxis, that, at the Closing, Pubco will receive net cash and cash equivalents, of at least $25.0 million, including funds remaining in the Trust Account (after satisfaction of required Redemption payments and payment of SPAC Expenses and Company Expenses (each term as defined in the Business Combination Agreement) and including the aggregate amount of Transaction Financing (as defined in the Business Combination Agreement), including the Preferred Equity Investment, entered into and consummated in connection with the Business Combination.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Newbridge” means Newbridge Securities Corporation, financial advisor to the SilverBox Board.

“No Redemption Scenario” means a scenario in which no SilverBox Class A Ordinary Shares currently held by Public Shareholders are redeemed.

“NYSE” means The New York Stock Exchange.

“Parataxis” means Parataxis Holdings LLC, a Delaware limited liability company.

“Parataxis Common Securityholders” means the holders of Parataxis Common Units prior to the Closing.

“Parataxis Common Units” means the common units of membership of Parataxis.

“Parataxis Korea Fund” means Parataxis Korea Fund I LLC, a Delaware limited liability company.

“Parataxis Labs” means Parataxis Labs LLC, a Delaware limited liability company and a wholly owned subsidiary of Parataxis.

“Parataxis Labs Management” means Parataxis Labs Management LLC, a Delaware limited liability company and a wholly owned subsidiary of Parataxis.

“Parataxis Preferred Securityholders” means the holders of Parataxis Preferred Units prior to the Closing.

“Parataxis Preferred Units” means the non-voting preferred units of membership of Parataxis.

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“Parataxis Securityholders” means, collectively, the Parataxis Common Securityholders and the Parataxis Preferred Securityholders.

“Parataxis Securityholders Representative” means Edward Chin, solely in the capacity as representative of the Parataxis Securityholders.

“PCM” means Parataxis Capital Management LLC, a Delaware limited liability company.

“Person” means any individual, firm, corporation, company, partnership, exempted limited partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“Preferred Equity Investment” means that certain private placement in the aggregate amount of $31.0 million, consummated substantially concurrently with the execution of the Business Combination Agreement, pursuant to those certain Preferred Equity Subscription Agreements with Parataxis, under which the Preferred Equity Investors purchased 3,100,000 Parataxis Preferred Units at a purchase price of $10.00 per unit.

“Preferred Equity Investors” means the third-party investors who entered into Preferred Equity Subscription Agreements.

“Preferred Equity Subscription Agreement” means each agreement pursuant to which the Preferred Equity Investors agreed to purchase, and Parataxis agreed to issue and sell, an aggregate of 3,100,000 Parataxis Preferred Units at a purchase price of $10.00 per unit, or an aggregate purchase price of $31.0 million.

“Private Placement Shares” means the SilverBox Class A Ordinary Shares purchased as part of the Private Placement Units.

“Private Placement Units” means the units of SilverBox, each unit representing one SilverBox Class A Ordinary Share and one-third of one redeemable warrant to acquire one SilverBox Class A Ordinary Share, that were purchased in a private placement by the Sponsor concurrent with the IPO.

“Private Placement Warrants” means the warrants to purchase SilverBox Class A Ordinary Shares purchased as part of the Private Placement Units. Following the Domestication, references to “Private Placement Warrants” mean the private placement warrants of SilverBox, each of which is exercisable for one SilverBox Class A Common Share. Following the Closing, references to “Private Placement Warrants” mean the Pubco Private Warrants held by the Sponsor.

“Private Warrant Agreement” means the Warrant Agreement, dated as of August 15, 2024, between SilverBox and Continental Stock Transfer & Trust Company, as warrant agent, which governs the outstanding Private Placement Warrants.

“Proposed Bylaws” mean the proposed bylaws of Pubco to be in effect immediately following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of Pubco to be in effect immediately following the Business Combination, a form of which is attached to this proxy statement/​prospectus as Annex B.

“Proposed Organizational Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Pubco” means Parataxis Holdings Inc. and its consolidated subsidiaries, immediately upon consummation of the Business Combination.

“Pubco Board” means the board of directors of Pubco.

“Pubco Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Pubco.

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“Pubco Class C Common Stock” means the Class C common stock, par value $0.0001 per share, of Pubco.

“Pubco Common Stock” means the Pubco Class A Common Stock and Pubco Class C Common Stock.

“Pubco Preferred Stock” means the preferred stock, $0.0001 par value per share, of Pubco.

“Pubco Stock” means the Pubco Common Stock and the Pubco Preferred Stock.

“Pubco Private Warrants” means private warrants of Pubco, each exercisable for one share of Pubco Class A Common Stock.

“Pubco Public Warrants” means public warrants of Pubco, each exercisable for one share of Pubco Class A Common Stock.

“Pubco Warrants” means, collectively, the Pubco Public Warrants and the Pubco Private Warrants.

“Public Shares” means shares of SilverBox Class A Ordinary Shares issued as a component of the Units sold in the IPO (whether such shares were purchased in the IPO or in the secondary market following the IPO).

“Public Shareholders” means the holders of the Public Shares.

“Public Warrant Agreement” means the Warrant Agreement, dated as of August 15, 2024, between SilverBox and Continental Stock Transfer & Trust Company, as warrant agent, which governs the outstanding Public Warrants.

“Public Warrants” means the warrants included as a component of the Units sold in the IPO, each of which is exercisable for one SilverBox Class A Ordinary Share, in accordance with its terms. Following the Domestication, references to “Public Warrants” mean the public warrants of SilverBox, each of which is exercisable for one SilverBox Class A Common Share. Following the Closing, references to “Public Warrants” means the Pubco Warrants held by the Public Warrantholders.

“Public Warrantholders” means the holders of the Public Warrants.

“Qualified Individual” means Edward Chin and any of his designated affiliates that will hold Pubco Class C Common Stock.

“Record Date” means         , 2025.

“Redemption” means each redemption of Public Shares for cash pursuant to the Memorandum and Articles of Association.

“Redemption Price” means an amount equal to each Public Share’s pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Memorandum and Articles of Association. The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Memorandum and Articles of Association.

“ROFR Agreement” means the Right of First Refusal Agreement to be entered into by and among Parataxis, PCM, Edward Chin and Pubco upon the completion of the Business Combination.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller Representative” means Edward Chin, solely in the capacity as representative of the Parataxis Securityholders.

“SEPA” means the Standby Equity Purchase Agreement, dated as of August 6, 2025, by and among Parataxis, Pubco and YA II PN, Ltd. (“Yorkville”).

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“Shared Services Agreement” means the Shared Facilities and Services Agreement to be entered into by and among Pubco and PCM upon the completion of the Business Combination.

“Shareholder Proposals” means, individually or collectively as the context requires, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NTA Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Stock Issuance Proposal and/or the Adjournment Proposal.

“SilverBox Board” means the board of directors of SilverBox.

“SilverBox Capital” means SilverBox Capital LLC, a Delaware limited liability company and an affiliate of the Sponsor and SilverBox Securities.

“SilverBox Class A Common Shares” means shares of SilverBox’s Class A common stock, par value $0.0001 per share, following the Domestication.

“SilverBox Class B Common Shares” means shares of SilverBox’s Class B common stock, par value $0.0001 per share, following the Domestication, which are automatically convertible into SilverBox Class A Common Shares at the time of the initial business combination.

“SilverBox Class A Ordinary Shares” means SilverBox’s Class A Ordinary Shares, par value $0.0001 per share, prior to the Domestication.

“SilverBox Class B Ordinary Shares” or “Sponsor Shares” means shares of SilverBox Class B Ordinary Shares, par value $0.0001 per share, which are automatically convertible into SilverBox Class A Ordinary Shares at the time of an initial business combination.

“SilverBox Ordinary Shares” means, collectively, the SilverBox Class A Ordinary Shares and the SilverBox Class B Ordinary Shares.

“SilverBox Securities” means SilverBox Securities LLC, a Delaware limited liability company and an affiliate of the Sponsor.

“SilverBox Shareholders” means the holders of SilverBox Class A Ordinary Shares and SilverBox Class B Ordinary Shares and, following the Domestication, holders of SilverBox Class A Common Shares and SilverBox Class B Common Shares.

“SilverBox Units” and “Units” are to the units of SilverBox, each unit representing one SilverBox Class A Ordinary Share and one-third of one redeemable warrant to acquire one SilverBox Class A Ordinary Share, that were offered and sold in the IPO (less the number of units that have been separated into the underlying Public Shares and underlying Public Warrants upon the request of the holder thereof).

“SilverBox Warrants” means, collectively, the Public Warrants and the Private Placement Warrants.

“SPAC Merger” means the merger of SPAC Merger Sub with and into SilverBox, with SilverBox surviving, as part of the Business Combination.

“SPAC Merger Sub” means PTX Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Pubco.

“SPAC Representative” means the Sponsor, solely in the capacity as representative of the SilverBox Shareholders.

“Sponsor” means SilverBox Sponsor IV LLC, a Delaware limited liability company.

“Sponsor Earnout Shares” means the 150,000 SilverBox Class B Ordinary Shares held by the Sponsor that will be subject to vesting and vest upon the occurrence of Share Price Targets.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of August 6, 2025, by and among the Sponsor, SilverBox and Pubco, as it may be further amended and supplemented from time to time.

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“Sponsor Letter Agreement” means that certain Sponsor Letter Agreement, dated as of August 6, 2025, by and among the Sponsor, SilverBox and Pubco.

“Stock Issuance Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the issuance of (i) the shares of Pubco Class A Common Stock to be issued in the Business Combination, (ii) the shares of Pubco Class A Common Stock that may be issued pursuant to the SEPA, (iii) 10,000,000 shares of Pubco Class C Common Stock and (iv) the additional shares of Pubco Class A Common Stock that will, upon Closing, be reserved for issuance pursuant to the 2025 EIP and ESPP, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03.

“Transactions” means the Business Combination and the other transactions contemplated by the Business Combination Agreement.

“Transfer Agent” means the Continental Stock Transfer & Trust Company.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of August 15, 2024, by and between SilverBox and Transfer Agent.

“Trust Account” means the trust account that holds a portion of the proceeds from the IPO and the sale of the Private Placement Units and that is maintained by Transfer Agent as trustee.

“VWAP” means volume-weighted average price.

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MARKET INDUSTRY AND DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. Unless otherwise indicated, information contained in this proxy statement/prospectus concerning the market and the industry in which Parataxis competes, including our market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, periodic industry publications, as well as from filings of public companies in our industry, Parataxis’ knowledge of the markets for its services, and assumptions made by Parataxis based on such sources and knowledge. This information and any estimates provided in this proxy statement/prospectus involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Notwithstanding the foregoing, we are liable for the information provided in this proxy statement/prospectus. While we are responsible for all of the disclosure in this proxy statement/prospectus and believe the third-party information and our internal data and estimates contained in this proxy statement/prospectus to be reliable, neither we nor our advisors have independently verified any third-party information nor has any independent source verified our internal data and estimates. The industry in which Parataxis engages or proposes to engage is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements.” These forward-looking statements may include SilverBox’s or Parataxis’ or their management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

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the Transactions not being completed in a timely manner or at all, which may adversely affect the price of SilverBox’s securities;

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the Transactions not being completed prior to the expiration of the Combination Period;

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the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of SilverBox Shareholders;

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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;

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the level of redemptions of 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 Class A Common Stock on a major securities exchange;

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the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after Closing;

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costs related to the Transactions and as a result of becoming a public company that may be higher than currently anticipated;

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changes in business, market, financial, political and regulatory conditions;

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Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin and the demand for digitals assets in South Korea;

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Pubco’s stock price will be highly correlated to the price of Bitcoin and the share price of other publicly traded Bitcoin Treasury companies, and the price of Bitcoin or the share price of other publicly traded Bitcoin Treasury companies may decrease between the signing of the definitive documents for the Transactions and the Closing or at any time after the Closing;

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increased competition in the industries in which Pubco will operate;

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significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin;

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treatment of crypto assets for U.S. and foreign tax purposes;

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after consummation of the Transactions, difficulties the Pubco may experience in managing its growth and expanding operations;

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challenges in implementing Pubco’s business plan due to operational challenges, significant competition and regulation;

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Pubco being considered to be a “shell company” by the securities exchange on which Pubco Class A Common Stock will be listed or by the SEC, which may impact the ability to list Pubco Class A Common Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities;

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the outcome of any potential legal proceedings that may be instituted against Pubco, Parataxis, SilverBox or others following announcement of the Transactions;

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trading price and volume of Pubco Class A Common Stock may be volatile following the Transactions or an active trading market may not develop;

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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;

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investors may experience immediate and material dilution upon Closing as a result of the SilverBox Class B Ordinary Shares held by the Sponsor, since the value of the SilverBox Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Class A Common Stock at such time is substantially less than the price per share paid by investors;

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conflicts of interest that may arise from investment and transaction opportunities involving Pubco, Parataxis, its affiliates and other investors and clients;

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legal, regulatory, political, currency, and economic risks specific to South Korea, including risks related to geopolitical tensions in the region;

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risks related to, and potential loss of the entire investment in, Parataxis’ investment in a single KOSDAQ-listed company;

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Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes;

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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;

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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;

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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;

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potential regulatory change reclassifying Bitcoin as a security could lead to the Pubco’s classification as an “investment company” under the Investment Company Act and could adversely affect the market price of Bitcoin and the market price of Pubco listed securities; and

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it is not possible to predict the amount of Pubco Class A Common Stock sold under the SEPA or the gross proceeds resulting from such sales, that sales under the SEPA will cause dilution to existing Pubco stockholders, and Pubco may spend any proceeds under the SEPA in ways that may not generate a significant return.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing SilverBox’s or Parataxis’ views as of any subsequent date. Except as required under applicable securities laws, neither SilverBox, Parataxis nor their respective affiliates have any obligation and specifically disclaim any such obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. We caution you that the foregoing list does not contain all of the forward-looking statements made in this proxy statement/prospectus. We advise you that the safe harbor afforded by the Private Securities Litigation Reform Act of 1995 to certain forward-looking statements does not extend to forward-looking statements made by SilverBox or Parataxis in connection with this proxy statement/prospectus.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. Moreover, Parataxis operates in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for Parataxis or SilverBox to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy

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statement/prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Some factors that could cause actual results to differ include:

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the risks inherent in Pubco’s Bitcoin strategy, including significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin;

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the risks related to Pubco’s operating results and stock price, including the highly volatile nature of the price of Bitcoin;

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Parataxis’ limited operating history and the concentration of its Bitcoin holdings;

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the effects of competition on Parataxis’ business;

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the effectiveness of Pubco’s compliance and risk management methods;

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uncertainties in the tax treatment of Bitcoin and other digital assets;

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potential security breach or cyber-attack and unauthorized parties obtain access to Pubco’s Bitcoin assets;

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risks related to Pubco’s strategy in South Korea and Bitcoin holdings by South Korean companies;

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Parataxis’ ability to raise capital in the future and its ability to manage its growth, cash and expenses;

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the inability of the parties to successfully or timely consummate the Business Combination;

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any legal proceedings instituted against SilverBox and Parataxis related to the Business Combination;

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dilution to SilverBox Shareholders due to the issuance of shares of Pubco Common Stock and other securities in connection with the Business Combination;

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significant influence of Key Company Holder over Pubco;

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the ability of Public Shareholders to exercise redemption rights;

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if the Adjournment Proposal is not approved and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal; and

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other risks and uncertainties described in this proxy statement/prospectus, including those detailed under the section entitled “Risk Factors.”

If any of the risks or uncertainties described in this proxy statement/prospectus materialize or the underlying assumptions prove incorrect, actual results and plans could differ materially from the results implied by any forward-looking statements. There may be additional risks that neither Parataxis nor SilverBox presently know or that Parataxis and SilverBox currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to SilverBox Shareholders. SilverBox urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to in this proxy statement/prospectus, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at            , Eastern Time, on            , 2025 at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166, and virtually via live webcast. To participate in the Extraordinary General Meeting online, visit        and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the Extraordinary General Meeting, as described in this proxy statement/prospectus.

Q.

Why am I receiving this proxy statement/prospectus?

A.

SilverBox shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. Among other things, the Business Combination Agreement provides for the Domestication of SilverBox to Delaware as described below and the merger of SPAC Merger Sub with and into SilverBox, with SilverBox being the surviving entity as a direct, wholly owned subsidiary of Pubco, and the merger of Company Merger Sub with and into Parataxis, with Parataxis being the surviving entity as a direct, wholly owned subsidiary of Pubco, in each case, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

You are receiving this proxy statement/prospectus in connection with the Extraordinary General Meeting. SilverBox is holding the Extraordinary General Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement. See the section entitled “The Business Combination Proposal” of this proxy statement/prospectus for additional information.

A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. You are encouraged to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

SilverBox is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their SilverBox Ordinary Shares with respect to the matters to be considered at the Extraordinary General Meeting. The Business Combination cannot be completed unless SilverBox Shareholders approve the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the Extraordinary General Meeting, the Business Combination and the other business to be considered by shareholders at the Extraordinary General Meeting is contained in this proxy statement/​prospectus.

This document constitutes a proxy statement and a prospectus of SilverBox. It is a proxy statement because the SilverBox Board is soliciting proxies from its shareholders using this proxy statement/​prospectus. It is a prospectus because SilverBox, in connection with the Business Combination, is offering shares of Pubco Common Stock in exchange for the SilverBox Ordinary Shares and the Parataxis Units outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Business Combination Agreement — Business Combination Consideration” of this proxy statement/prospectus for additional information.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF SILVERBOX AND PARATAXIS, IN ITS ENTIRETY.

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Q.

What proposals are shareholders of SilverBox being asked to vote upon?

A.

At the Extraordinary General Meeting, SilverBox is asking holders of SilverBox Ordinary Shares to consider and vote upon:

•

the Business Combination Proposal;

•

the Advisory Organizational Documents Proposals;

•

the NTA Proposal;

•

the Incentive Plan Proposal;

•

the Employee Stock Purchase Plan Proposal;

•

the Director Election Proposal;

•

the Stock Issuance Proposal; and

•

the Adjournment Proposal, if presented to the Extraordinary General Meeting.

If SilverBox Shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated, and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal,” “The Advisory Organizational Documents Proposals,” “The NTA Proposal,” “The Incentive Plan Proposal,” “The Employee Stock Purchase Plan Proposal,” “The Director Election Proposal,” and “The Stock Issuance Proposal.”

SilverBox will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of SilverBox should read it carefully.

After careful consideration, the SilverBox Board has unanimously determined that each of: (i) the Business Combination Proposal; (ii) the Advisory Organizational Documents Proposals; (iii) the NTA Proposal; (iv) the Incentive Plan Proposal; (v) the Employee Stock Purchase Plan Proposal; (vi) the Director Election Proposal; (vii) the Stock Issuance Proposal; and (viii) the Adjournment Proposal, if presented to the Extraordinary General Meeting, is in the best interests of SilverBox and its shareholders. Accordingly, the SilverBox Board unanimously recommend that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Certain of SilverBox’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Q.

Are the proposals conditioned on one another?

A.

Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of all of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals, the NTA Proposal and the Stock Issuance Proposal are conditioned on the approval of all of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q.

Why is SilverBox proposing the Business Combination?

A.

SilverBox was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

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Parataxis is a leading institutional digital asset management platform. Based on SilverBox’s due diligence investigations of Parataxis and the industry in which it operates, including the financial and other information provided by Parataxis in the course of SilverBox’s due diligence, the SilverBox Board believes that the Business Combination with Parataxis is in the best interests of SilverBox and its shareholders and presents an opportunity to increase shareholder value. See “The Business Combination Proposal — The SilverBox Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Q:

Why is SilverBox proposing the NTA Proposal?

A:

The adoption of the proposed amendment to remove the net asset test limitation from the Memorandum and Articles of Association is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by Public Shareholders even if such redemptions result in SilverBox having net tangible assets that are less than US$5,000,001. The purpose of the net asset test limitation was initially to ensure that the ordinary shares are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the SilverBox Ordinary Shares and the Pubco Class A Common Stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, SilverBox is presenting the NTA Proposal so that the parties may consummate the Business Combination even if SilverBox has less than $5,000,001 in net tangible assets following redemptions.

Q.

What will Parataxis Securityholders receive in connection with the Business Combination?

A.

Pursuant to the Business Combination Agreement, in exchange for the outstanding equity interests of Parataxis, Parataxis Securityholders (other than Edward Chin and his designated affiliates) will receive the Per Unit Class A Merger Consideration and Edward Chin and his designated affiliates will receive the Per Unit Class C Merger Consideration. In addition, Parataxis Common Securityholders will receive, on a pro rata basis, the Earnout Shares, and Parataxis Preferred Securityholders may receive, on a pro rata basis, the Adjustment Shares. The shares of Pubco Class A Common Stock issuable as Earnout Shares will be issued, subject to the achievement of certain share prices during the Earnout Period. For further details, see the section titled “The Business Combination Proposal — Business Combination Agreement — Business Combination Consideration.”

Q.

What are the material U.S. federal income tax consequences of the SPAC Merger to U.S. Holders of SilverBox Class A Ordinary Shares?

A.

For a description of the material U.S. federal income tax consequences of the SPAC Merger, see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

Q.

What equity stake will current SilverBox Shareholders and Parataxis Securityholders hold in Pubco immediately after the Closing?

A.

As of August 26, 2025, there are 20,000,000 Public Shares issued and outstanding, which may be redeemed in connection with the Extraordinary General Meeting, 455,000 Private Placement Shares and 5,000,000 SilverBox Class B Ordinary Shares issued and outstanding. In addition, there are 6,818,334 SilverBox Warrants issued and outstanding, consisting of 6,666,667 Public Warrants and 151,667 Private Placement Warrants. Each SilverBox Warrant is each exercisable for one SilverBox Class A Ordinary Share (or, following the Business Combination, one share of Pubco Class A Common Stock).

SilverBox cannot predict how many Public Shares will be redeemed. As a result, SilverBox is presenting five different redemption scenarios with respect to SilverBox Class A Ordinary Shares, each of which presents a different allocation of total Pubco equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Pubco under each of: (1) the No Redemption Scenario; (2) the 25% of Contractual Maximum Redemption Scenario; (3) the 50% of Contractual Maximum Redemption Scenario; and (4) the 75% of Contractual Maximum Redemption Scenario and (5) the Contractual Maximum Redemption Scenario.

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The first table excludes the dilutive effect of: (i) the Earnout Shares; (ii) the Sponsor Earnout Shares; (iii) the Private Placement Warrants; and (iv) the Public Warrants. The second table includes the dilutive effect of the Private Placement Warrants and the Public Warrants and excludes the dilutive effect of (i) the Earnout Shares and (ii) the Sponsor Earnout Shares. The third table includes the dilutive effect of all such items.

​	No Redemption Scenario(1)				25% of Contractual Maximum Redemption Scenario(2)				50% of Contractual Maximum Redemption Scenario(3)				75% of Contractual Maximum Redemption Scenario(4)				Contractual Maximum Redemption Scenario(5)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	50.7%	​	15,250,905	​	43.8%	​	10,501,809	​	34.9%	​	5,752,714	​	22.7%	​	1,003,619	​	4.9%
Parataxis Common Securityholders(6)	​	10,000,000	​	25.3%	​	10,000,000	​	28.7%	​	10,000,000	​	33.3%	​	10,000,000	​	39.5%	​	10,000,000	​	48.7%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	10.7%	​	4,248,723	​	12.2%	​	4,248,723	​	14.1%	​	4,248,723	​	16.8%	​	4,248,723	​	20.6%
Sponsor	​	5,305,000	​	13.4%	​	5,305,000	​	15.2%	​	5,305,000	​	17.7%	​	5,305,000	​	21.0%	​	5,305,000	​	25.8%
Total Shares Outstanding at Closing	​	39,553,723	​	100.0%	​	34,804,628	​	100.0%	​	30,055,532	​	100.0%	​	25,306,437	​	100.0%	​	20,557,342	​	100.0%

​	No Redemption Scenario(1)				25% of Contractual Maximum Redemption Scenario(2)				50% of Contractual Maximum Redemption Scenario(3)				75% of Contractual Maximum Redemption Scenario(4)				Contractual Maximum Redemption Scenario(5)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	43.1%	​	15,250,905	​	36.6%	​	10,501,809	​	28.5%	​	5,752,714	​	17.9%	​	1,003,619	​	3.7%
Public Warrants	​	6,666,667	​	14.4%	​	6,666,667	​	16.0%	​	6,666,667	​	18.1%	​	6,666,667	​	20.8%	​	6,666,667	​	24.4%
Parataxis Common Securityholders(6)	​	10,000,000	​	21.6%	​	10,000,000	​	24.0%	​	10,000,000	​	27.1%	​	10,000,000	​	31.1%	​	10,000,000	​	36.5%
Private Placement Warrants	​	151,667	​	0.3%	​	151,667	​	0.4%	​	151,667	​	0.4%	​	151,667	​	0.5%	​	151,667	​	0.6%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	9.2%	​	4,248,723	​	10.2%	​	4,248,723	​	11.5%	​	4,248,723	​	13.2%	​	4,248,723	​	15.5%
Sponsor	​	5,305,000	​	11.4%	​	5,305,000	​	12.7%	​	5,305,000	​	14.4%	​	5,305,000	​	16.5%	​	5,305,000	​	19.4%
Pro Forma Diluted Shares	​	46,372,057	​	100.0%	​	41,622,962	​	100.0%	​	36,873,866	​	100.0%	​	32,124,771	​	100.0%	​	27,375,676	​	100.0%

​	No Redemption Scenario(1)(2)				25% of Contractual Maximum Redemption Scenario(3)				50% of Contractual Maximum Redemption Scenario(4)				75% of Contractual Maximum Redemption Scenario(5)				Contractual Maximum Redemption Scenario(6)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	37.0%	​	15,250,905	​	31.0%	​	10,501,809	​	23.5%	​	5,752,714	​	14.5%	​	1,003,619	​	2.9%
Public Warrants	​	6,666,667	​	12.3%	​	6,666,667	​	13.5%	​	6,666,667	​	15.0%	​	6,666,667	​	16.8%	​	6,666,667	​	19.0%
Parataxis Common Securityholders(6)	​	10,000,000	​	18.5%	​	10,000,000	​	20.3%	​	10,000,000	​	22.5%	​	10,000,000	​	25.1%	​	10,000,000	​	28.6%
Private Placement Warrants	​	151,667	​	0.3%	​	151,667	​	0.3%	​	151,667	​	0.3%	​	151,667	​	0.4%	​	151,667	​	0.4%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	7.9%	​	4,248,723	​	8.6%	​	4,248,723	​	9.5%	​	4,248,723	​	10.7%	​	4,248,723	​	12.1%
Earnout Shares	​	7,500,000	​	13.9%	​	7,500,000	​	15.2%	​	7,500,000	​	16.8%	​	7,500,000	​	18.9%	​	7,500,000	​	21.4%
Sponsor Earnout Shares	​	150,000	​	0.3%	​	150,000	​	0.3%	​	150,000	​	0.3%	​	150,000	​	0.4%	​	150,000	​	0.4%
Sponsor	​	5,305,000	​	9.8%	​	5,305,000	​	10.8%	​	5,305,000	​	11.9%	​	5,305,000	​	13.3%	​	5,305,000	​	15.1%
Total Pro Forma Fully Diluted Shares	​	54,022,057	​	100.0%	​	49,272,962	​	100.0%	​	44,523,866	​	100.0%	​	39,774,771	​	100.0%	​	35,025,676	​	100.0%

16

*

Percentages may not sum to 100.0% due to rounding.

(1)

Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(5)

Assumes that Public Shareholders holding approximately 95.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash Condition. This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(6)

Assumes (i) there is no aggregate indebtedness of Parataxis and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions), and (ii) the base purchase price is $100 million.

(7)

Consists of (i) 4,030,000 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders upon exchange of 3,100,000 Parataxis Preferred Units based on the Exchange Ratio, and (ii) 218,723 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders as Adjustment Shares, which is the maximum number of Adjustment Shares issuable pursuant to the Business Combination Agreement.

Q.

Will SilverBox obtain new financing in connection with the Business Combination?

A.

Prior to the Closing, Pubco, Parataxis and SilverBox may seek to raise additional financing that would be conditioned upon, among other things, the completion or concurrent consummation of the Business Combination.

Q.

What is the Standby Equity Purchase Agreement?

A.

Contemporaneously with the execution of the Business Combination Agreement, Parataxis and Pubco entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD. (“Yorkville”) pursuant to which, subject to the consummation of the Business Combination, Pubco has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $400.0 million (the “Commitment Amount”) of Pubco Class A Common Stock (such shares, the “SEPA Shares”) at the time of Pubco’s choosing during the 36 months following the Closing, subject to certain limitations. Sales of the SEPA Shares to Yorkville, and the timing of any such sales, are at Pubco’s option, and Pubco is under no obligation to sell any SEPA Shares to Yorkville.

17

Pubco intends to use the proceeds from the SEPA for general corporate purposes, including the purchase of Bitcoin and for working capital.

Q.

Why is SilverBox effecting the Domestication?

A.

The SilverBox Board believes that it would be in the best interests of SilverBox to effect the Domestication to enable SilverBox to avoid certain taxes that would be imposed if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination.

To effect the Domestication, SilverBox will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and fees, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SilverBox will be domesticated and continue as a Delaware corporation.

Pursuant to the Memorandum and Articles of Association, only holders of the SilverBox Class B Ordinary Shares are entitled to approve the Domestication.

Q.

How will the Domestication affect my SilverBox Class A Ordinary Shares, SilverBox Warrants and SilverBox Units?

A.

In connection with, and upon the effectiveness of, the Domestication: (i) each SilverBox Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert, on a one-for-one basis, into one SilverBox Class A Common Share; (ii) each SilverBox Unit issued and outstanding immediately prior to the Domestication will automatically be cancelled and each holder of SilverBox Units will be entitled to one SilverBox Class A Common Share and one-third of one SilverBox Warrant and (iii) each of the issued and outstanding SilverBox Warrants will automatically convert into Pubco Warrants and represent the right to purchase one share of Pubco Class A Common Stock on the same terms as the exchanged SilverBox Warrants represented the right to purchase one SilverBox Class A Ordinary Share.

Q.

What are the material U.S. federal income tax considerations of the Domestication?

A.

For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

Q.

Do I have redemption rights?

A.

If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described in the Memorandum and Articles of Association and elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all SilverBox Class A Ordinary Shares held by the Sponsor. The Private Placement Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

18

Q.

How do I exercise my redemption rights?

A.

If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

1.

(i) hold Public Shares; or (ii) hold Public Shares through SilverBox Units and elect to separate your SilverBox Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

2.

submit a written request to Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SilverBox redeem all or a portion of your Public Shares for cash; and

3.

deliver your share certificates for Public Shares (if any) along with the redemption forms to Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days before the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed (the “Redemption Deadline”).

The address of Transfer Agent is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of August 26, 2025, this would have amounted to approximately $10.51 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of SilverBox’s creditors, if any, which could have priority over the claims of the Public Shareholders. The per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the Closing.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn following the Redemption Deadline, unless the SilverBox Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part). Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the Redemption Deadline not to elect to exercise such rights, it may simply request that SilverBox permit the withdrawal of the request for redemption and instruct the Transfer Agent, to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent at least two business days prior to the initially scheduled date of the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, SilverBox will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Closing. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

19

Q.

If I am a holder of Public Warrants, can I exercise redemption rights with respect to my Public Warrants?

A.

No. The holders of SilverBox Warrants have no redemption rights with respect to such securities.

Assuming that no more than 10,000,000 Public Shares, representing 50% of the number of Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate payment of approximately $105.1 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-third of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each SilverBox Unit) and using the closing warrant price on the NYSE of $0.41 as of August 26, 2025, the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $1.4 million. Assuming the Maximum Redemption Scenario, resulting in Public Shares redeemed for an aggregate payment of approximately $210.3 million from the Trust Account, and assuming that each redeeming Public Shareholder holds one-third of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each SilverBox Unit) and using the closing warrant price on the NYSE of $0.41 as of August 26, 2025, the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $2.7 million. The actual market price of the Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, SilverBox cannot assure the holders of warrants that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, all holders of Pubco Warrants following the Closing who exercise such Pubco Warrants will ultimately own a greater interest in Pubco because there would be fewer shares outstanding overall.

Q.

How do the Public Warrants differ from the Private Placement Warrants, and what are the related risks for holders of Public Warrants after the Business Combination?

A.

The Public Warrants are identical to the Private Placement Warrants in all material terms and provisions, except that the Private Placement Warrants (including the shares of SilverBox Ordinary Shares issuable upon exercise of the Private Placement Warrants): (i) may not be transferred, assigned or sold by the holders until 30 days after the Closing, subject to certain limited exceptions, (ii) may be exercised on a cashless basis, (iii) are entitled to registration rights and (iv) are not redeemable so long as they are held by the Sponsor or its affiliates.

Following the Closing, we may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. Pubco may redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant. To exercise such redemption right: (i) the last reported sale price of Pubco Class A Common Stock must equal or exceed $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of redemption to the warrant holders and (ii) certain other conditions must be met. If and when the Public Warrants become redeemable by Pubco, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Pubco may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you to: (A) exercise your Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so; (B) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (C) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

If Pubco calls the Public Warrants for redemption, management of Pubco will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described

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in the Public Warrant Agreement. The exercise price and number of shares of Pubco Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Pubco Common Stock at a price below its exercise price. Additionally, in no event will Pubco be required to net cash settle the Public Warrants.

If SilverBox is unable to complete the Business Combination within the Combination Period, and SilverBox liquidates the funds held in the Trust Account, holders of the Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from SilverBox’s assets held outside of the Trust Account with the respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

A.

The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication, including under Section 367 of the Code and potential tax consequences of the U.S. federal income tax rules relating to PFICs. For a description of the material U.S. federal income tax consequences of the Redemption, see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

Q.

What happens to the funds deposited in the Trust Account after the Closing?

A.

Following the closing of the IPO, $201.0 million ($10.05 per SilverBox Unit) of the net proceeds from the IPO and certain of the proceeds from the Private Placement Units were placed in the Trust Account. As of August 26, 2025, funds in the Trust Account totaled approximately $210.3 million and were comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act.

These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (i) the completion of a business combination (including the Business Combination); (ii) the redemption of all of the Public Shares if SilverBox is unable to complete an initial business combination within the Combination Period; and (iii) the redemption of any Public Shares properly tendered in connection with certain shareholder votes (for example, to approve certain amendments to the Memorandum and Articles of Association), in each case subject to applicable law.

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Pubco following the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Sources and Uses of Funds for the Business Combination.”

Q.

What underwriting fees are payable in connection with the Business Combination?

A.

Pursuant to the Underwriting Agreement, dated August 15, 2024 (the “Underwriting Agreement”), by and between SilverBox and Santander US Capital Markets LLC (“Santander”), acting as representative of the several underwriters in connection with the IPO, SilverBox paid a cash underwriting fee to the underwriters of $1.7 million and agreed to pay the underwriters a deferred underwriting fee of $0.35 per SilverBox Unit sold in the IPO, totaling $10.3 million, upon the consummation of an initial business combination, payable from amounts held in the Trust Account. In addition, SilverBox engaged SilverBox Securities as an advisor in connection with the IPO. For its services as an IPO advisor, SilverBox Securities received an advisory fee of $170,000 and is entitled to a deferred IPO advisory fee of $2.03 million payable at closing of SilverBox’s initial business combination. The initial advisory fee payable to SilverBox Securities was reimbursed from a portion of the upfront underwriting fees of

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$1.7 million and the deferred IPO advisory fee payable to SilverBox Securities will be reimbursed from a portion of the deferred underwriting fees payable at Closing. On August 28, 2025, SilverBox and Santander agreed to adjust the deferred underwriting fee to an aggregate amount of $6.03 million. In connection with the Business Combination, we engaged Santander as our capital markets advisor, for which Santander would receive a fee equal to the deferred underwriting fee, payable upon the consummation of the Business Combination, and would be in lieu of the deferred underwriting fee payable to Santander pursuant to the Underwriting Agreement. The following table illustrates the effective underwriting discount on a percentage basis of the amount of cash in the Trust Account available to Pubco at each redemption level identified below, and includes: (i) the cash underwriting fee that was paid in connection with the IPO and (ii) the payment of the deferred underwriting fees payable upon the consummation of the Business Combination,

​	No Redemption Scenario(1)			25% of Contractual Maximum Redemption Scenario(1)(2)			50% of Contractual Maximum Redemption Scenario(1)(3)			75% of Contractual Maximum Redemption Scenario(1)(4)			Contractual Maximum Redemption Scenario(1)(5)
Unredeemed Public Shares	​	​	20,000,000	​	​	15,250,905	​	​	10,501,809	​	​	5,752,714	​	​	1,003,618
Trust Account cash to Pubco	​	$	208,952,965	​	$	159,012,755	​	$	109,072,535	​	$	59,132,325	​	$	9,192,105
Upfront Underwriting and Advisory Fees(6)	​	$	1,870,000	​	$	1,870,000	​	$	1,870,000	​	$	1,870,000	​	$	1,870,000
Deferred Underwriting and Advisory Fees(7)	​	$	6,030,000	​	$	6,030,000	​	$	6,030,000	​	$	6,030,000	​	$	6,030,000
Total Underwriting and Advisory Fees	​	$	7,900,000	​	$	7,900,000	​	$	7,900,000	​	$	7,900,000	​	$	7,900,000
Total Underwriting and Advisory Fees, as percentage of Trust Account cash to Pubco	​	​	3.8%	​	​	5.0%	​	​	7.2%	​	​	13.4%	​	​	85.9%

(1)

Share numbers presented under each redemption scenario are presented for illustrative purposes. SilverBox and Parataxis cannot predict how many Public Shares will be redeemed. As a result, the Trust Account cash to Pubco and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. Amounts are based on 20,000,000 Public Shares outstanding as of the date of this proxy statement/prospectus.

(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(5)

Assumes that Public Shareholders holding approximately 95.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash

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Condition. This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(6)

Includes initial IPO advisory fee of $170,000 paid to SilverBox Securities.

(7)

Includes a deferred IPO advisory fee of $2,030,000 payable to SilverBox Securities for acting as IPO advisor.

Q.

Did the SilverBox Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.

Yes. Although the Memorandum and Articles of Association do not require the SilverBox Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target is affiliated with the Sponsor or SilverBox’s directors or officers, on August 6, 2025, Newbridge rendered its opinion to the SilverBox Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in such opinion, each of the Per Unit Class A Merger Consideration, the Per Unit Class C Merger Consideration and the Exchange Ratio to be paid by SilverBox pursuant to the Business Combination Agreement is fair, from a financial point of view, to SilverBox and the Public Shareholders.

Please see the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal — Fairness Opinion of Newbridge Securities Corporation” and the fairness opinion of Newbridge attached as Annex H for additional information.

Q.

What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.

Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. Assuming that all SilverBox Class A Ordinary Shares held by Public Shareholders were redeemed (the maximum amount permitted under the Maximum Redemption Scenario), the SilverBox Warrant holders will retain the 6,666,667 Public Warrants. If a substantial number of Public Shareholders exercise their redemption rights, and the holders of the 6,666,667 Public Warrants choose to exercise their Public Warrants, any non-redeeming Public Shareholders would experience dilution to the extent such warrants are exercised.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for Pubco Common Stock may be less liquid than the market for shares of SilverBox Class A Ordinary Shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for a stock exchange.

The table below presents the value per share to a Public Shareholder that elects not to redeem under: (1) the No Redemption Scenario; (2) the 25% of Contractual Maximum Redemption Scenario; (3) the 50% of Contractual Maximum Redemption Scenario; (4) the 75% of Contractual Maximum Redemption Scenario; and (5) the Contractual Maximum Redemption Scenario.

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​	No Redemption Scenario(1)					25% of Contractual Maximum Redemption Scenario(2)					50% of Contractual Maximum Redemption Scenario(3)					75% of Contractual Maximum Redemption Scenario(4)					Contractual Maximum Redemption Scenario(5)
​	Shares		Value per Share(6)			Shares		Value per Share(6)			Shares		Value per Share(6)			Shares		Value per Share(6)			Shares		Value per Share(6)
Base Scenario(7)	​	35,455,000	​	$	10.51	​	30,705,905	​	$	10.51	​	25,956,809	​	$	10.51	​	21,207,714	​	$	10.51	​	16,458,618	​	$	10.51
Earnout Shares and Sponsor Earnout Shares(8)	​	43,105,000	​	$	8.64	​	38,355,905	​	$	8.41	​	33,606,809	​	$	8.12	​	28,857,714	​	$	7.72	​	24,108,618	​	$	7.18
Exercising all Public Warrants and Private Placement Warrants(9)	​	42,273,334	​	$	10.51	​	37,524,239	​	$	10.51	​	32,775,143	​	$	10.51	​	28,026,048	​	$	10.51	​	23,276,952	​	$	10.51
Earnout Shares and Sponsor Earnout Shares and exercising all Public Warrants and Private Placement Warrants(10)	​	49,923,334	​	$	8.90	​	45,174,239	​	$	8.73	​	40,425,143	​	$	8.52	​	35,676,048	​	$	8.26	​	30,926,952	​	$	7.91

​	Post-Transaction Equity Value
​	No Redemption Scenario(1)			25% of Contractual Maximum Redemption Scenario(2)			50% of Contractual Maximum Redemption Scenario(3)			75% of Contractual Maximum Redemption Scenario(4)			Contractual Maximum Redemption Scenario(5)
Base Scenario(7)	​	$	372,632,050	​	$	322,719,062	​	$	272,806,063	​	$	222,893,074	​	$	172,980,075
Earnout Shares and Sponsor Earnout Shares(8)	​	$	372,632,050	​	$	322,719,062	​	$	272,806,063	​	$	222,893,074	​	$	172,980,075
Exercising all Public Warrants and Private Placement Warrants(9)	​	$	444,292,740	​	$	394,379,752	​	$	344,466,753	​	$	294,553,764	​	$	244,640,766
Earnout Shares and Sponsor Earnout Shares and exercising all Public Warrants and Private Placement Warrants(10)	​	$	444,292,740	​	$	394,379,752	​	$	344,466,753	​	$	294,553,764	​	$	244,640,766

(1)

This scenario assumes none of the Public Shares outstanding as of the date of this proxy statement/​prospectus, are redeemed.

(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

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(5)

Assumes that Public Shareholders holding approximately 95.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash Condition. This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(6)

Based on a post-transaction equity value of Pubco of the following:

(6a)

Based on a post-transaction equity value of Pubco of $323.0 million, which equals (i) $373.0 million less (ii) $50.0 million, equivalent to the value of 4,749,095 Public Shares redeeming in the 25% of Contractual Maximum Redemption Scenario assuming a redemption price of $10.51.

(6b)

Based on a post-transaction equity value of Pubco of $273 million, which equals (i) $373.0 million less (ii) $100.0 million, equivalent to the value of 9,498,191 Public Shares redeeming in the 50% of Contractual Maximum Redemption Scenario assuming a redemption price of $10.51.

(6c)

Based on a post-transaction equity value of Pubco of $223.0 million, which equals (i) $373.0 million less (ii) $150.0 million, equivalent to the value of 14,247,286 Public Shares redeeming in the 75% of Contractual Maximum Redemption Scenario assuming a redemption price of $10.51.

(6d)

Based on a post-transaction equity value of Pubco of $172.0 million, which equals (i) $373.0 million less (ii) $201.0 million, equivalent to the value of 18,996,381 Public Shares redeeming in the Contractual Maximum Redemption Scenario assuming a redemption price of $10.51.

(7)

Includes (i) 10,000,000 shares of Pubco Common Stock held by Parataxis Securityholders in all redemption scenarios, (ii) (a) 20,000,000 Public Shares held by Public Shareholders in the No Redemption Scenario, (b) 15,250,905 Public Shares held by Public Shareholders in the 25% of Contractual Maximum Redemption Scenario, (c) 10,501,809 Public Shares held by Public Shareholders in the 50% of Contractual Maximum Redemption Scenario, (d) 5,752,714 Public Shares held by Public Shareholders in the 75% of Contractual Maximum Redemption Scenario, and (e) 1,003,618 Public Shares held by Public Shareholders in the Contractual Maximum Redemption Scenario, and (iii) the Sponsor’s 5,305,000 shares of Pubco Class A Common Stock in all redemption scenarios. Excludes (i) 7,500,000 Earnout Shares that Parataxis Common Securityholders will be eligible to receive upon the achievement of certain share prices during the Earnout Period and (ii) 150,000 Sponsor Earnout Shares that are subject to vesting upon the achievement of certain share prices during the Earnout Period.

(8)

Represents the Base Scenario plus: (i) the issuance of all 7,500,000 Earnout Shares upon the achievement of certain share prices during the Earnout Period and (ii) the vesting of the 150,000 Sponsor Earnout Shares upon the achievement of certain share prices during the Earnout Period.

(9)

Represents the Base Scenario plus the cash exercise of 6,666,667 Public Warrants and 151,667 Private Placement Warrants at an exercise price of $11.50 per warrant.

(10)

Represents the Base Scenario plus: (i) the issuance of all 7,500,000 Earnout Shares; (ii) the vesting of the 150,000 Sponsor Earnout Shares; and (iii) the cash exercise of 6,666,667 Public Warrants and 151,667 Private Placement Warrants at an exercise price of $11.50 per warrant.

Q.

What conditions must be satisfied to complete the Business Combination?

A.

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include: (i) the approval of the Condition Precedent Proposals; by the requisite SilverBox Shareholders; (ii) the completion of the Domestication; (iii) the truth and accuracy of representations and warranties made by each of SilverBox, the Merger Subs, Pubco and Parataxis and the performance by each of SilverBox, the Merger Subs, Pubco and Parataxis of their respective obligations and covenants under the Business Combination Agreement, in each case, subject to the applicable materiality standards; (iv) the absence of any Material Adverse Effect with respect to SilverBox and Material Adverse Effect with respect to Parataxis that is continuing and uncured; (v) the Registration Statement becoming and remaining effective with the SEC; (vi) conditional approval of the Pubco Class A Common Stock and Pubco Public Warrants by NYSE or Nasdaq; and

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(vii) the delivery of customary certificates, instruments, contracts and other documents specified to be delivered by the respective parties under the Business Combination Agreement. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.”

Q.

When do you expect the Business Combination to be completed?

A.

It is currently expected that the Business Combination will be consummated in the second half of 2025. This date depends, among other things, on the approval of the proposals to be put to SilverBox Shareholders at the Extraordinary General Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by the SilverBox Shareholders at the Extraordinary General Meeting and SilverBox elects to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting or, if the NTA Proposal would not be approved, to seek reversals of redemption requests if Public Shareholders have elected to redeem an amount of Public Shares such that SilverBox would have less than $5,000,001 in net tangible assets. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/​prospectus.

Q.

What happens if the Business Combination is not consummated?

A.

SilverBox will not complete the Domestication unless all other conditions to the Closing have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If SilverBox is not able to complete the Business Combination within the Combination Period, SilverBox will as promptly as reasonably possible, but not more than ten business days following the end of the Combination Period, redeem the Public Shares. The redemption will be at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued Public Shares. The redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to SilverBox’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

Q.

Following the Business Combination, will SilverBox’s securities continue to trade on a stock exchange?

A.

Yes. Pubco intends to apply to list the Pubco Class A Common Stock and Pubco Warrants on the NYSE under the symbols “PRTX” and “PRTX.WS,” respectively, or on Nasdaq under the symbols “PRTX” and “PRTXW,” respectively, upon the Closing. There can be no assurance that such listing condition will be met. If the listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. We may not have received confirmation from NYSE or Nasdaq of the approval of the listing of the Pubco Class A Common Stock and Pubco Warrants at the time of the Extraordinary General Meeting or prior to the Closing. The listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation. Further, such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived. In such event, the Pubco securities may not be listed on any securities exchange.

The SilverBox Units outstanding immediately prior to the Domestication will automatically be cancelled and each holder thereof will be entitled to one share of SilverBox Class A Common Stock and one-third of one SilverBox Warrant, for each SilverBox Unit. For more information about Pubco’s securities following the completion of the Business Combination, see the section of this proxy statement/​prospectus entitled “Description of Pubco Securities.”

Q.

Do I have appraisal rights in connection with the Business Combination?

A.

SilverBox Shareholders and warrantholders do not have appraisal rights in connection with the Business Combination or the Domestication under the Companies Act or under the DGCL.

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Q.

What do I need to do now?

A.

SilverBox urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to in this proxy statement/prospectus, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. SilverBox Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/​prospectus and on the enclosed proxy card.

Q.

How do I vote?

A.

If you are a holder of record of SilverBox Ordinary Shares on the Record Date for the Extraordinary General Meeting, you may vote in person or virtually at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person or virtually, obtain a valid proxy from your broker, bank or nominee.

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to SilverBox or by voting online at the Extraordinary General Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are “non-routine” proposals and therefore, SilverBox does not expect there to be any broker non-votes at the Extraordinary General Meeting.

If you are a SilverBox shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any proposal at the Extraordinary General. Accordingly, your bank, broker, or other nominee can vote your shares at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

Q.

When and where will the Extraordinary General Meeting be held?

A.

The Extraordinary General Meeting will be held on            , 2025 at            , Eastern Time. For the purposes of the Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. However, in order to facilitate access for SilverBox Shareholders, the Extraordinary General Meeting will be held in virtual meeting format at           . There is no requirement to attend the Extraordinary General Meeting in person.

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Q.

Who is entitled to vote at the Extraordinary General Meeting?

A.

SilverBox has fixed            , 2025 as the Record Date for the Extraordinary General Meeting. If you were a holder of Public Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a shareholder may only vote such shareholder’s shares if such shareholder is present in person or virtually or is represented by proxy at the Extraordinary General Meeting.

Q.

How many votes do I have?

A.

SilverBox shareholders are entitled to one vote at the Extraordinary General Meeting for each SilverBox Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the Extraordinary General Meeting, there were             SilverBox Ordinary Shares issued and outstanding, of which             were issued and outstanding Public Shares.

Q.

What constitutes a quorum?

A.

A quorum of SilverBox shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Extraordinary General Meeting), in person (including virtually) or by proxy, of shareholders holding one-third of the SilverBox Ordinary Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Sponsor owns     % of the issued and outstanding SilverBox Ordinary Shares as of the Record Date, which will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor, an additional Public Shares would be required to be present at the Extraordinary General Meeting to achieve a quorum. In the absence of a quorum, the chairman of the Extraordinary General Meeting has power to adjourn the Extraordinary General Meeting.

Q.

What vote is required to approve each proposal at the Extraordinary General Meeting?

A.

Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of SilverBox.

Advisory Organizational Documents Proposals — The approval of the Advisory Organizational Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

NTA Proposal — The approval of the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Employee Stock Purchase Plan Proposal — The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single

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class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Sponsor has agreed to vote its shares (except that any Public Shares it may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination) in favor of all the proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor owns approximately     % of the issued and outstanding SilverBox Ordinary Shares. See “How do the Sponsor and its affiliates intend to vote their SilverBox Ordinary Shares?”

Q.

What are the recommendations of the SilverBox Board?

A.

The SilverBox Board believe that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of the SilverBox Shareholders. Accordingly, the SilverBox Board unanimously recommends that SilverBox Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the NTA Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Employee Stock Purchase Plan Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Share Isssuance Proposal, and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. SilverBox’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. The SilverBox Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the SilverBox shareholders to vote in favor of the Shareholder Proposals. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.”

Q.

How do the Sponsor and its affiliates intend to vote their SilverBox Ordinary Shares?

A.

The Sponsor has agreed, and SilverBox’s officers and directors intend, to vote the SilverBox Ordinary Shares owned by them in favor of the Shareholder Proposals (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination). Further, pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Shareholder

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Proposal being presented at the Extraordinary General Meeting. If at any time prior to the termination of the Business Combination Agreement, the SilverBox Board effects a Modification in Recommendation (as defined in this in this proxy statement/prospectus), then the obligations to vote or consent in accordance with the foregoing clause shall automatically be deemed to be modified such that the Sponsor will vote with respect to its SilverBox Class A Ordinary Shares in the same proportion to the votes cast by the Public Shareholders. As of the Record Date, the Sponsor owns     % of the issued and outstanding SilverBox Ordinary Shares. SilverBox’s officers and directors do not hold any Public Shares, but may purchase Public Shares at any time, subject to compliance with law and SilverBox’s trading policies.

As a result, in addition to approval by the Sponsor, approval of the Advisory Organizational Documents Proposal will require the affirmative vote of at least SilverBox Ordinary Shares held by Public Shareholders (or approximately     % of the Public Shares) if all SilverBox Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least SilverBox Ordinary Shares held by Public Shareholders (or approximately     % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Additionally, the approval of the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the NTA Proposal, the Director Election Proposal, the Stock Issuance Proposal and the Adjournment Proposal will require the affirmative vote of at least             SilverBox Ordinary Shares held by Public Shareholders (or approximately     % of the Public Shares) if all SilverBox Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least          SilverBox Ordinary Shares held by Public Shareholders (or approximately     % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Prior to the Extraordinary General Meeting, the Sponsor, and SilverBox’s directors, executive officers or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market from Public Shareholders who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares. Any Public Shares purchased by the Sponsor or SilverBox’s directors, executive officers or their affiliates would be purchased at a price no higher than the Redemption Price for the Public Shares. For illustrative purposes, as of August 26, 2025, this would have amounted to approximately $10.51 per Public Share. Any Public Shares so purchased would not be voted by the Sponsor or SilverBox’s directors, executive officers or their affiliates in favor of each of the proposals at the Extraordinary General Meeting and would not be redeemable by the Sponsor, our directors, executive officers or their affiliates.

The purpose of such share purchases and other transactions would be to decrease the number of redemptions. Such incentives may include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

None of the funds in the Trust Account would be used to purchase Public Shares in such transactions. SilverBox will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include: (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which SilverBox has received redemption requests.

Any such arrangements could have a depressive effect on the price of Pubco Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting.

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The public “float” of SilverBox’s Public Shares and the number of beneficial holders of SilverBox’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of SilverBox’s securities on a stock exchange.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. SilverBox’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.”

Q.

What happens if I sell my SilverBox Ordinary Shares before the Extraordinary General Meeting?

A.

The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting but the transferee, and not you, will have the right to redeem such shares.

Q.

How can I vote my shares without attending the Extraordinary General Meeting?

A.

If you are a shareholder of record of SilverBox Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the Extraordinary General Meeting. If you are a beneficial owner of SilverBox Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.

May I change my vote after I have mailed my signed proxy card?

A.

Yes. Shareholders may send a later-dated, signed proxy card to SilverBox at SilverBox’s address set forth below so that it is received by SilverBox prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on            , 2025) or attend the Extraordinary General Meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to SilverBox, which must be received by SilverBox’s prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.

What happens if I fail to take any action with respect to the Extraordinary General Meeting?

A.

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and warrant holder of Pubco. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder and warrant holder of SilverBox. However, if you fail to vote with respect to the Extraordinary General Meeting but the Business Combination is consummated, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

Q.

What happens if I vote against the Business Combination Proposal?

A.

If you vote against the Business Combination Proposal but the Business Combination Proposal still receives the requisite shareholder approval, then assuming the approval of each of the Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

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If you vote against the Business Combination Proposal and the Business Combination Proposal does not receive the requisite vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business during the Combination Period, or obtain an additional extension of the Combination Period. If we fail to complete the Business Combination within the Combination Period, or fail to obtain an additional extension of the Combination Period, we will be required to liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q.

What should I do with my share certificates, warrant certificates or unit certificates?

A.

Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to the Transfer Agent, prior to the Extraordinary General Meeting.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days before the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed.

In connection with the Domestication, holders of SilverBox Units, SilverBox Class A Ordinary Shares and SilverBox Warrants will receive shares of SilverBox Class A Common Stock and SilverBox Warrants, as the case may be, without needing to take any action. Accordingly, such holders should not submit any certificates relating to their SilverBox Units, SilverBox Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above) or SilverBox Warrants.

Q.

What should I do if I receive more than one set of voting materials?

A.

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your SilverBox Ordinary Shares.

Q.

Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A.

SilverBox will pay the cost of soliciting proxies for the Extraordinary General Meeting. SilverBox has engaged           to assist in the solicitation of proxies for the Extraordinary General Meeting. SilverBox has agreed to pay           a fee of $      , plus disbursements. SilverBox will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SilverBox Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of SilverBox Class A Ordinary Shares and in obtaining voting instructions from those owners. SilverBox’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.

Where can I find the voting results of the Extraordinary General Meeting?

A.

The preliminary voting results are expected to be announced at the Extraordinary General Meeting. SilverBox will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

Q.

Who can help answer my questions?

A.

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

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You also may obtain additional information about SilverBox from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the Extraordinary General Meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days prior to the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30 Floor
New York, New York 10004
Email: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Shareholder Proposals to be considered at the Extraordinary General Meeting, including the Business Combination Proposal, whether or not you plan to attend such meeting, we urge you to read this proxy statement/prospectus (including the Annexes and the other documents referred to in this proxy statement/prospectus) carefully, including the section of this proxy statement/prospectus entitled “Risk Factors.” See also the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

The Parties to the Business Combination

SilverBox

SilverBox is a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

SilverBox’s securities are traded on the NYSE under the ticker symbols “SBXD,” “SBXD.U” and “SBXD WS.”

SilverBox’s principal executive offices are located at 8701 Bee Cave Road, East Building, Suite 310, Austin, TX 78746 and its phone number is (512) 575-3637.

Parataxis

Parataxis is a Delaware limited liability company formed on June 3, 2025. Based in New York, NY. Parataxis is a leading institutional digital asset management platform.

Parataxis’ principal executive offices are located at 135 W. 50th Street, Suite 200, New York, New York 10020 and its phone number is (      )       -     .

Pubco

Pubco is a Delaware corporation formed on June 13, 2025. Pubco does not own any material assets or operate any business. Pubco was formed for the purpose of effectuating the Business Combination described herein and it has not conducted any activities other than those incidental to its formation and the Transactions contemplated by the Business Combination Agreement.

Pubco will apply for listing, to be effective upon the Closing, of the shares of Pubco Class A Common Stock and the Pubco Public Warrants on the NYSE under the symbols “PRTX” and “PRTX.WS,” respectively, or on Nasdaq under the symbols “PRTX” and “PRTXW,” respectively. Pubco will not have units traded following the consummation of the Business Combination.

Pubco’s principal executive offices are located at 135 W. 50th Street, Suite 200, New York, New York 10020 and its phone number is (      )       -     .

Company Merger Sub

Company Merger Sub is a Delaware limited liability company and direct wholly-owned subsidiary of Pubco. Company Merger Sub does not own any material assets or operate any business. After the consummation of the Business Combination, Company Merger Sub will cease to exist because it will have merged with and into Parataxis in the Company Merger.

Company Merger Sub’s principal executive offices are located at 135 W. 50th Street, Suite 200, New York, New York 10020 and its phone number is (      )       -     .

SPAC Merger Sub

SPAC Merger Sub is a Delaware corporation and direct wholly-owned subsidiary of Pubco. SPAC Merger Sub does not own any material assets or operate any business. After the consummation of the

34

Business Combination, SPAC Merger Sub will cease to exist because it will have merged with and into SilverBox in the SPAC Merger.

SPAC Merger Sub’s principal executive offices are located at 135 W. 50th Street, Suite 200, New York, New York 10020 and its phone number is (      )       -     .

The Proposals to be Submitted at the Extraordinary General Meeting

The Business Combination Proposal

As discussed in this proxy statement/prospectus, SilverBox is asking its shareholders to approve by ordinary resolution and adopt the Business Combination Agreement. A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides that, among other things, following the Domestication and the Mergers, Pubco will: (i) directly own 100% of the equity interests in Parataxis and SilverBox and (ii) issue shares of Pubco Common Stock to Parataxis Securityholders and SilverBox securityholders, in accordance with the terms and subject to the conditions of the Business Combination Agreement. After consideration of the factors identified and discussed in the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The SilverBox Board’s Reasons for the Approval of the Business Combination,” the SilverBox Board concluded that the Business Combination met the requirements disclosed in the prospectus for the IPO.

Organizational Structure

On August 6, 2025, SilverBox entered into the Business Combination Agreement with Pubco and Parataxis, pursuant to which, among other things, subject to shareholder approval, following the Domestication, SPAC Merger Sub will merge with and into SilverBox, with SilverBox being the surviving entity and continuing as a direct wholly-owned subsidiary of Pubco, and Company Merger Sub will merge with and into Parataxis, with Parataxis being the surviving entity and continuing as a direct wholly-owned subsidiary of Pubco.

Following the Domestication, those investors who, prior to the Business Combination, held SilverBox Ordinary Shares will, by contrast, hold their equity ownership in Pubco, which is a domestic corporation for U.S. federal income tax purposes. See the section entitled “Risk Factors — Risks Related to the Domestication and the Business Combination” of this proxy statement/prospectus.

Simplified Pre-Combination Structure

The following diagrams illustrate in simplified terms the current ownership structures of SilverBox and Parataxis prior to the Business Combination.

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Simplified Post-Combination Structure

The following diagram illustrates a simplified version of the expected organizational structure of Pubco immediately following the Closing. The chart is provided for illustrative purposes only and does not represent all legal entities affiliated with SilverBox or Parataxis. The ownership percentages are presented on an outstanding basis, which are subject to change based on any redemptions and/or any additional financing. The ownership percentages in Pubco are based on a 50% Redemption Scenario.

Equity Stake Upon Closing

As of August 26, 2025, there are 20,000,000 Public Shares issued and outstanding which may be redeemed in connection with the Extraordinary General Meeting, 455,000 non-redeemable SilverBox Class A Ordinary Shares issued and outstanding, and 5,000,000 SilverBox Class B Ordinary Shares. In addition, there are 6,818,334 SilverBox Warrants issued and outstanding, consisting of 6,666,667 Public

36

Warrants and 151,667 Private Placement Warrants. Each SilverBox Warrant is each exercisable for one SilverBox Class A Ordinary Share (or, following the SPAC Merger, one share of Pubco Class A Common Stock).

SilverBox cannot predict how many Public Shares will be redeemed. As a result, SilverBox is presenting five different redemption scenarios with respect to SilverBox Class A Ordinary Shares, each of which presents a different allocation of total Pubco equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Pubco under each of: (1) the No Redemption Scenario; (2) the 25% of Contractual Maximum Redemption Scenario; (3) the 50% of Contractual Maximum Redemption Scenario; (4) the 75% of Contractual Maximum Redemption Scenario; and (5) the Contractual Maximum Redemption Scenario.

The first table excludes the dilutive effect of: (i) the Earnout Shares; (ii) the Sponsor Earnout Shares; (iii) the Private Placement Warrants; and (iv) the Public Warrants. The second table includes the dilutive effect of the Private Placement Warrants and the Public Warrants and excludes the dilutive effect of (i) the Earnout Shares and (ii) the Sponsor Earnout Shares. The third table includes the dilutive effect of all such items.

​	No Redemptioon Scenario(1)				25% of Contractual Maximum Redemption Scenario(2)				50% of Contractual Maximum Redemption Scenario(3)				75% of Contractual Maximum Redemption Scenario(4)				Contractual Maximum Redemption Scenario(5)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	50.7%	​	15,250,905	​	43.8%	​	10,501,809	​	34.9%	​	5,752,714	​	22.7%	​	1,003,619	​	4.9%
Parataxis Common Securityholders(6)	​	10,000,000	​	25.3%	​	10,000,000	​	28.7%	​	10,000,000	​	33.3%	​	10,000,000	​	39.5%	​	10,000,000	​	48.7%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	10.7%	​	4,248,723	​	12.2%	​	4,248,723	​	14.1%	​	4,248,723	​	16.8%	​	4,248,723	​	20.6%
Sponsor	​	5,305,000	​	13.4%	​	5,305,000	​	15.2%	​	5,305,000	​	17.7%	​	5,305,000	​	21.0%	​	5,305,000	​	25.8%
Total shares outstanding at Closing	​	39,553,723	​	100.0%	​	34,804,628	​	100.0%	​	30,055,532	​	100.0%	​	25,306,437	​	100.0%	​	20,557,342	​	100.0%

​	No Redemption Scenario(1)				25% of Contractual Maximum Redemption Scenario(2)				50% of Contractual Maximum Redemption Scenario(3)				75% of Contractual Maximum Redemption Scenario(4)				Contractual Maximum Redemption Scenario(5)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	43.1%	​	15,250,905	​	36.6%	​	10,501,809	​	28.5%	​	5,752,714	​	17.9%	​	1,003,619	​	3.7%
Public Warrants	​	6,666,667	​	14.4%	​	6,666,667	​	16.0%	​	6,666,667	​	18.1%	​	6,666,667	​	20.8%	​	6,666,667	​	24.4%
Parataxis Common Securityholders(6)	​	10,000,000	​	21.6%	​	10,000,000	​	24.0%	​	10,000,000	​	27.1%	​	10,000,000	​	31.1%	​	10,000,000	​	36.5%
Private Placement Warrants	​	151,667	​	0.3%	​	151,667	​	0.4%	​	151,667	​	0.4%	​	151,667	​	0.5%	​	151,667	​	0.6%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	9.2%	​	4,248,723	​	10.2%	​	4,248,723	​	11.5%	​	4,248,723	​	13.2%	​	4,248,723	​	15.5%
Sponsor	​	5,305,000	​	11.4%	​	5,305,000	​	12.7%	​	5,305,000	​	14.4%	​	5,305,000	​	16.5%	​	5,305,000	​	19.4%
Total pro forma diluted shares	​	46,372,057	​	100.0%	​	41,622,962	​	100%	​	36,873,866	​	100.0%	​	32,124,771	​	100.0%	​	27,375,676	​	100%

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​	No Redemption Scenario(1)(2)				25% of Contractual Maximum Redemption Scenario(3)				50% of Contractual Maximum Redemption Scenario(4)				75% of Contractual Maximum Redemption Scenario(5)				Contractual Maximum Redemption Scenario(6)
​	Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*		Shares		Ownership %*
Public Shareholders	​	20,000,000	​	37.0%	​	15,250,905	​	31.0%	​	10,501,809	​	23.5%	​	5,752,714	​	14.5%	​	1,003,619	​	2.9%
Public Warrants	​	6,666,667	​	12.3%	​	6,666,667	​	13.5%	​	6,666,667	​	15.0%	​	6,666,667	​	16.8%	​	6,666,667	​	19.0%
Parataxis Common Securityholders(6)	​	10,000,000	​	18.5%	​	10,000,000	​	20.3%	​	10,000,000	​	22.5%	​	10,000,000	​	25.1%	​	10,000,000	​	28.6%
Private Placement Warrants	​	151,667	​	0.3%	​	151,667	​	0.3%	​	151,667	​	0.3%	​	151,667	​	0.4%	​	151,667	​	0.4%
Parataxis Preferred Securityholders(7)	​	4,248,723	​	7.9%	​	4,248,723	​	8.6%	​	4,248,723	​	9.5%	​	4,248,723	​	10.7%	​	4,248,723	​	12.1%
Earnout Shares	​	7,500,000	​	13.9%	​	7,500,000	​	15.2%	​	7,500,000	​	16.8%	​	7,500,000	​	18.9%	​	7,500,000	​	21.4%
Sponsor Earnout Shares	​	150,000	​	0.3%	​	150,000	​	0.3%	​	150,000	​	0.3%	​	150,000	​	0.4%	​	150,000	​	0.4%
Sponsor	​	5,305,000	​	9.8%	​	5,305,000	​	10.8%	​	5,305,000	​	11.9%	​	5,305,000	​	13.3%	​	5,305,000	​	15.1%
Pro forma fully diluted shares	​	54,022,057	​	100.0%	​	49,272,962	​	100.0%	​	44,523,866	​	100.0%	​	39,774,771	​	100.0%	​	35,025,676	​	100.0%

*

Percentages may not sum to 100.0% due to rounding.

(1)

Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(5)

Assumes that Public Shareholders holding approximately 95.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash Condition. This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(6)

Assumes (i) there is no aggregate indebtedness of Parataxis and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions), and (ii) the base purchase price is $100 million.

(7)

Consists of (i) 4,030,000 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders upon exchange of 3,100,000 Parataxis Preferred Units based on the Exchange Ratio, and (ii) 218,723 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders as Adjustment Shares, which is the maximum number of Adjustment Shares issuable pursuant to the Business Combination Agreement.

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For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

Dilution

If you acquired Public Shares in the IPO, your ownership interest will be immediately diluted to the extent of the difference between the $10.00 price per Unit sold in the IPO (each Unit consisting of one SilverBox Class A Ordinary Share and one-third of one Public Warrant) and the net tangible book value per share, as adjusted, of the SilverBox Class A Common Stock immediately after consummation of the Business Combination, assuming no value is attached to the Public Warrants.

The following table presents the net tangible book value per share under each of: (1) the No Redemption Scenario; (2) the 25% of Contractual Maximum Redemption Scenario; (3) the 50% of Contractual Maximum Redemption Scenario; (4) the 75% of Contractual Maximum Redemption Scenario; and (5) the Contractual Maximum Redemption Scenario assuming various sources of material probable dilution (but excluding the direct effects of the Business Combination transaction itself).

​	No Redemption Scenario(1)					25% of Contractual Maximum Redemption Scenario(2)					50% of Contractual Maximum Redemption Scenario(3)					75% of Contractual Maximum Redemption Scenario(4)					Contractual Maximum Redemption Scenario(5)
​	Total Shares		Tangible Book Value Per Share			Total Shares		Tangible Book Value Per Share			Total Shares		Tangible Book Value Per Share			Total Shares		Tangible Book Value Per Share			Total Shares		Tangible Book Value Per Share
SilverBox net tangible book value per share as of June 30, 2025 (unadjusted)	​	25,455,000	​	$	7.84	​	25,455,000	​	$	7.84	​	25,455,000	​	$	7.84	​	25,455,000	​	$	7.84	​	25,455,000	​	$	7.84
Accretion (Dilution) of Public Shareholders assuming the redemption of Public Shares	​	25,455,000	​	$	7.84	​	20,705,905	​	$	7.10	​	15,956,809	​	$	5.91	​	11,207,714	​	$	3.73	​	6,458,619	​	$	(1.68)
Accretion (Dilution) of Public Shareholders assuming the exercise of Public Warrants(6)	​	32,121,667	​	$	8.60	​	27,372,572	​	$	8.17	​	22,623,476	​	$	7.56	​	17,874,381	​	$	6.63	​	13,125,286	​	$	5.02
Accretion (Dilution) of Public Shareholders assuming the exercise of Public Warrants and Private Placement Warrants(7)	​	32,273,334	​	$	8.61	​	27,524,239	​	$	8.19	​	22,775,143	​	$	7.58	​	18,026,048	​	$	6.67	​	13,276,953	​	$	5.09
Accretion (Dilution) of SilverBox assuming the cash settlement of remaining transaction expenses(8)	​	32,273,334	​	$	8.22	​	27,524,239	​	$	7.72	​	22,775,143	​	$	7.03	​	18,026,048	​	$	5.96	​	13,276,953	​	$	4.13
Initial offering price of SilverBox	​	​	​	$	10.00	​	​	​	$	10.00	​	​	​	$	10.00	​	​	​	$	10.00	​	​	​	$	10.00
Pro forma net tangible book value per share from dilutive securities and other related events, excluding the Business Combination	​	​	​	$	8.22	​	​	​	$	7.72	​	​	​	$	7.03	​	​	​	$	5.96	​	​	​	$	4.13
Dilution to non-redeeming shareholders	​	​	​	$	(1.78)	​	​	​	$	(2.28)	​	​	​	$	(2.97)	​	​	​	$	(4.04)	​	​	​	$	(5.87)

(1)

Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

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(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(5)

Assumes that Public Shareholders holding approximately 95.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash Condition. This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(6)

Assumes 6,666,667 Public Warrants are exercised at an exercise price of $11.50 per share.

(7)

Assumes 151,667 Private Placement Warrants are exercised at an exercise price of $11.50 per share.

(8)

Includes the settlement of approximately $12.7 million of SilverBox transaction expenses, of which approximately $7.3 million was accrued for on the SilverBox balance sheet as of June 30, 2025.

SilverBox issued shares in the IPO at $10.00 per share (the “IPO Price”). Based on Parataxis’ and SilverBox’s current capitalization, SilverBox anticipates the total maximum number of shares of Pubco Class A Common Stock outstanding or issuable immediately following the Closing in the No Redemption Scenario will be approximately 15,305,000 shares (excluding the Earnout Shares, the Sponsor Earnout Shares and the shares underlying Pubco Warrants). In the No Redemption Scenario, Pubco’s valuation following the Closing is based on the IPO Price and is therefore calculated as: $10.00 (SilverBox per share IPO Price) times 35,305,000 shares, or $353.0 million. The following table illustrates the valuation of Pubco at the offering price of the securities at the IPO Price for each redemption scenario:

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​	No Redemption Scenario(1)			25% of Contractual Maximum Redemption Scenario(2)			50% of Contractual Maximum Redemption Scenario(3)			75% of Contractual Maximum Redemption Scenario(4)			Contractual Maximum Redemption Scenario(5)
Valuation of shares held by Public Shareholders based on the IPO Price	​	$	200,000,000	​	$	152,509,047	​	$	105,018,094	​	$	57,527,142	​	$	10,036,189
Public Shares outstanding post-Business Combination	​	​	20,000,000	​	​	15,250,905	​	​	10,501,809	​	​	5,752,714	​	​	1,003,619
Valuation of shares held by the Sponsor based on the IPO Price	​	$	53,050,000	​	$	53,050,000	​	$	53,050,000	​	$	53,050,000	​	$	53,050,000
Sponsor shares outstanding post-Business Combination(6)	​	​	5,305,000	​	​	5,305,000	​	​	5,305,000	​	​	5,305,000	​	​	5,305,000
Valuation of Parataxis Securityholders based on the IPO Price	​	$	100,000,000	​	$	100,000,000	​	$	100,000,000	​	$	100,000,000	​	$	100,000,000
Parataxis Securityholders shares outstanding post-Business Combination(7)	​	​	10,000,000	​	​	10,000,000	​	​	10,000,000	​	​	10,000,000	​	​	10,000,000
Total valuation based on the IPO Price	​	$	353,050,000	​	$	305,559,047	​	$	258,068,094	​	$	210,577,142	​	$	163,086,189
Total shares outstanding post-Business Combination	​	​	35,305,000	​	​	30,555,905	​	​	25,806,809	​	​	21,057,714	​	​	16,308,619

(1)

Includes 20,000,000 SilverBox Class A Ordinary Shares and assumes that no Public Shareholders exercise redemption rights with respect to such SilverBox Class A Ordinary Shares.

(2)

Assumes that Public Shareholders holding approximately 23.7% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 4,749,095 Public Shares are redeemed for an aggregate payment of approximately $49.9 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(3)

Assumes that Public Shareholders holding approximately 47.5% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 9,498,191 Public Shares are redeemed for an aggregate payment of approximately $99.8 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(4)

Assumes that Public Shareholders holding approximately 71.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the Contractual Maximum Redemption Scenario. This scenario assumes that 14,247,286 Public Shares are redeemed for an aggregate payment of approximately $149.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

(5)

Assumes that Public Shareholders holding approximately 95.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which represents the maximum number of Public Shares that could be redeemed in connection with the Closing in order to satisfy the Minimum Cash Condition. This scenario assumes that 18,996,381 Public Shares are redeemed for an aggregate payment of approximately $199.7 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of August 26, 2025.

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(6)

Excludes 150,000 SilverBox Class B Ordinary Shares, which are Sponsor Earnout Shares subject to vesting upon the achievement of certain share prices during the Earnout Period.

(7)

Excludes 7,500,000 Earnout Shares that Parataxis Common Securityholders will be eligible to receive upon achievement of certain share prices during the Earnout Period.

In addition to the dilution presented in the tables above, non-redeeming Public Shareholders may experience dilution, including due to: (i) the issuance of shares of Pubco Class A Common Stock and securities exercisable for or convertible into shares of Pubco Class A Common Stock to the Parataxis Securityholders as consideration in the Business Combination; (ii) the issuance of the Earnout Shares; (iii) the issuance of the Sponsor Earnout Shares; (iv) the issuance of shares of Pubco Class A Common Stock upon the exercise of the Public Warrants and/or the Private Placement Warrants; (v) the reimbursement of out-of-pocket expenses incurred by the Sponsor, and (vi) future issuances or grants of equity or equity-linked securities by Pubco pursuant to the 2025 EIP and the ESPP that are expected to be adopted in connection with the Closing, assuming the approval by SilverBox shareholders at the Extraordinary General Meeting. See “Risk Factors — Risks Related to the Domestication and the Business Combination — SilverBox Shareholders will experience dilution due to the issuance of shares of Pubco Class A Common Stock, and securities exercisable for or convertible into shares of Pubco Class A Common Stock, to the Parataxis Securityholders as consideration in the Business Combination,” “— SilverBox shareholders who redeem their SilverBox Class A Ordinary Shares may continue to hold any Public Warrants that they own, which will result in dilution to non-redeeming SilverBox shareholders upon exercise of such Public Warrants,” “Information About SilverBox — Sponsor and Affiliates Compensation,” and “Questions and Answers — What equity stake will current SilverBox shareholders and Parataxis Securityholders hold in Pubco immediately after the Closing?”

The foregoing disclosure is not a guarantee that the trading price of the Pubco Class A Common Stock will not be below the IPO Price, nor is the disclosure a guarantee that Pubco will attain any of the levels of valuation presented.

In addition, all of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary, potentially materially, from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Business Combination Consideration

The consideration to be received by the Parataxis Securityholders in the Business Combination will be equal to the Per Unit Class A Merger Consideration and the Per Unit Class C Merger Consideration to be issued at the Closing, and, to the extent issuable pursuant to the Business Combination Agreement, the Earnout Shares and the Adjustment Shares.

As part of the Business Combination, Parataxis Common Securityholders will receive, on a pro rata basis, up to an aggregate of 7,500,000 Earnout Shares upon the achievement of certain share prices during the Earnout Period. Two-thirds of the Earnout Shares will be issued to Parataxis Common Securityholders, if, within the Earnout Period, the VWAP of Pubco Class A Common Stock equals or exceeds $12.50 per share, subject to adjustments as set out in the Business Combination Agreement (the “Tier I Share Price Target”), for a period of at least 20 out of 30 consecutive trading days. The remaining one-third of the Earnout Shares will be issued to Parataxis Common Securityholders, if, within the Earnout Period, the VWAP of Pubco Class A Common Stock equals or exceeds $15.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Tier II Share Price Target”, and together with the Tier I Share Price Target, the “Share Price Targets”), for a period of at least 20 out of 30 consecutive trading days.

If during the Earnout Period there is a Change of Control (as defined in the Business Combination Agreement) that will result in: (i) holders of Pubco Class A Common Stock receiving a per share price equal to or in excess of the Tier I Share Price Target, then the relevant Earnout Shares shall be issued immediately prior to the consummation of the Change of Control and (ii) holders of Pubco Class A Common Stock receiving a per share price equal to or in excess of the Tier II Share Price Target, then the relevant Earnout Shares shall be issued immediately prior to the consummation of the Change of Control.

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In addition to the consideration described above, Parataxis Preferred Securityholders will receive, on a pro rata basis, additional shares of Pubco Class A Common Stock (the “Adjustment Shares”) equal to (x) the product of (A) (I) the quotient obtained by dividing (i) the Closing Bitcoin Price by (ii) the Signing Bitcoin Price (as such terms are defined in the Business Combination Agreement), (II) minus 1, multiplied by (B) 3,100,000; provided, that the amount calculated in (A) of the foregoing shall not be less than zero and the Closing Bitcoin Price will not exceed $125,000.

Closing Conditions

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include: (i) the approval by SilverBox Shareholders of the Condition Precedent Proposals; (ii) the completion of the Domestication; (iii) the truth and accuracy of representations and warranties provided by each of SilverBox, Pubco, the Merger Subs and Parataxis and the performance by each of SilverBox, Pubco, the Merger Subs and Parataxis of their respective obligations and covenants under the Business Combination Agreement, in each case, subject to applicable materiality standards; (iv) the absence of any Material Adverse Effect with respect to SilverBox and Material Adverse Effect with respect to Parataxis that is continuing and uncured; (v) any applicable waiting period or any extension of any application waiting period under the HSR ACT in respect of the Business Combination being expired or earlier terminated without the imposition of burdensome conditions; (vi) the Registration Statement becoming and remaining effective with the SEC; (vii) conditional approval of the Pubco Class A Common Stock and the Pubco Warrants by NYSE or Nasdaq; and (viii) the delivery of customary certificates, instruments, contracts and other documents specified to be delivered by the respective parties under the Business Combination Agreement. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For more information, see “The Business Combination Proposal — Certain Agreements Related to the Business Combination.”

A&R Registration Rights Agreement

At the Closing, SilverBox, Pubco, the Sponsor and each Parataxis Securityholder shall enter into a registration rights agreement that will amend and restate the Registration Rights Agreement, dated as of August 15, 2024, by and among SilverBox, Sponsor and the other parties thereto entered into at the time of our IPO. Pursuant to the A&R Registration Rights Agreement, among other matters, Pubco will (i) assume the registration obligations of SilverBox under such registration rights agreement, with such rights applying to the shares of Pubco Class A Common Stock and (ii) provide the Parataxis Securityholders party thereto with registration rights with respect to the resale of shares of Pubco Class A Common Stock.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with SilverBox, Parataxis and Pubco, pursuant to which, among other things, the Sponsor agreed to (i) vote its SilverBox Ordinary Shares in favor of each of the Shareholder Proposals, including the Business Combination Agreement and the Transactions, (ii) vote its SPAC Ordinary Shares against any Acquisition Proposal or Alternative Transaction (as defined in the Business Combination Agreement), (iii) to comply with the restrictions imposed by the Insider Letter, including the restrictions on transfer and redemption of the SilverBox Ordinary Shares in connection with the Transactions, (iv) waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the SilverBox Class B Ordinary Shares held by Sponsor will convert into SilverBox Class A Ordinary Shares in connection with the Business Combination and the other Transactions, and (v) effective as of the Closing, release any claims against SilverBox, Pubco, Parataxis, SPAC Merger Sub and Company Merger Sub with respect to any matter arising at or prior to the Closing, subject to customary exceptions and existing contractual rights.

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Sponsor Letter Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor entered into a Sponsor Letter Agreement with SilverBox and Pubco, pursuant to which, among other things, the Sponsor will deposit up to 150,000 Sponsor Earnout Shares into an escrow account, such shares to be released from escrow in accordance with the following:

•

Two-thirds (2/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

•

One-third (1/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

All of the Earnout Shares will be accelerated and released if, during the Earnout Period, Pubco is subject to a change of control in which the implied consideration per share of Pubco Class A Common Stock equals or exceeds $12.50 per share.

In addition, the Sponsor will use its commercially reasonable efforts to facilitate SilverBox, Parataxis and/or Pubco or their respective subsidiaries entering into additional financing transactions.

Shared Facilities and Services Agreement

Concurrently with the Closing of the Business Combination, Pubco and PCM will enter into a Shared Facilities and Services Agreement, pursuant to which PCM will agree to provide, or cause to be provided, to Pubco and its subsidiaries use of PCM’s facilities and certain services to Pubco and its subsidiaries in exchange for a monthly services fee based on the pro rata portion of PCM’s fully allocated cost and expenses that are directly attributable to the provision of facilities and services to be provided by PCM.

Right of First Refusal Agreement

Concurrently with the Closing of the Business Combination Agreement, Parataxis, PCM, Pubco, and Edward Chin will enter into a Right of First Refusal Agreement, pursuant to which, if, from the Closing and until the three-year anniversary of the Closing (the “Offer Period”), PCM receives a bona fide, written offer from any person to enter into a single transaction or series of related transactions with respect to (a) the acquisition, directly or indirectly, of fifty percent (50%) of the outstanding voting power of PCM or (b) the sale, lease, transfer, exclusive license or other disposition by PCM of all or substantially all of the assets of PCM (either, a “Sale Transaction”), then PCM shall deliver to Pubco prompt written notice (the “Offer Notice”) thereof stating: (i) the identity of the prospective buyer and (ii) the material terms and conditions of such Sale Transaction. With respect to any such Sale Transaction proposed to be made by PCM during the Offer Period, Pubco shall have a right of first refusal to consummate such Sale Transaction on substantially the same terms and conditions, including price, as the prospective buyer. In the event Pubco elects not to exercise its right of first refusal, PCM may proceed to close the Sale Transaction upon the terms set forth in the Offer Notice or on terms no more favorable to the prospective buyer than those contained in the Offer Notice; provided, that in the event Pubco elects not to exercise its right of first refusal and such Sale Transaction is not consummated within ninety (90) days, then the right of first refusal process described in the ROFR Agreement shall survive and repeat itself until the expiration of the Offer Period.

Lockup Restrictions

Concurrently with the Closing, certain Parataxis Securityholders (the “Significant Parataxis Securityholders”) will enter into a Lock-Up Agreement (collectively, the “Lock-Up Agreements”) with Pubco and SPAC Representative, pursuant to which the Significant Parataxis Securityholders will agree that the shares of Pubco Class A Common Stock received by each Significant Parataxis Securityholder will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of Pubco Class A Common Stock held by each Significant Company Holder will be locked up until the earlier of (i) six (6) months after the date of the Closing (the “Anniversary Release”); provided that, in the event the registration statement on Form S-1 filed with the SEC by Pubco to register the resale of the Pubco

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Class A Common Stock (the “Resale Registration Statement”) has not been declared effective on or prior to the Anniversary Release, then the Anniversary Release will be deemed to be the date such Resale Registration Statement is declared effective by the SEC, (ii) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Pubco’s shareholders having the right to exchange their shares of Pubco Class A Common Stock for cash, securities or other property and (iii) the date upon which the VWAP of Pubco Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any consecutive thirty (30) trading day period commencing any time 150 days after the Closing Date.

In addition, pursuant to the Insider Letter, the shares of Pubco Class A Common Stock held by the Sponsor will be locked up until the earlier of (i) 12 months after the Closing, (ii) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Pubco’s shareholders having the right to exchange their shares of Pubco Class A Common Stock for cash, securities or other property, and (iii) the date upon which the VWAP of Pubco Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any consecutive thirty (30) Trading Day period commencing any time 150 days after the Closing Date.

Fairness Opinion of Newbridge Securities Corporation

On August 5, 2025, Newbridge rendered its oral opinion to the SilverBox Board (which was subsequently confirmed in writing) to the effect that, as of such date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, which is dated August 6, 2025 and delivered to the SilverBox Board on August 6, 2025, each of the Per Unit Class A Merger Consideration, the Per Unit Class C Merger Consideration and the Exchange Ratio to be paid by SilverBox pursuant to the Business Combination Agreement is fair, from a financial point of view, to SilverBox and the Public Shareholders.

Newbridge’s opinion was directed to the SilverBox Board (in its capacity as such) and only addressed (i) the fairness, from a financial point of view, of the Per Unit Class A Merger Consideration, the Per Unit Class C Merger Consideration and the Exchange Ratio, to be paid by SilverBox in the Business Combination pursuant to the Business Combination Agreement, and (ii) Parataxis having an aggregate fair market value equal to at least 80.0% of the assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the income earned on the Trust Account), and did not address any other terms, aspects or implications of the Business Combination, or any agreements, arrangements or understandings entered into in connection with the Business Combination. The summary of Newbridge’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex H to this proxy statement/prospectus and which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge in connection with the preparation of its opinion. Neither Newbridge’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the SilverBox Board, SilverBox or any security holder as to whether they should elect to redeem their shares or how they should act or vote on any matter relating to the Business Combination or otherwise.

The SilverBox Board’s Reasons for the Approval of the Business Combination

SilverBox was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The SilverBox Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Ancillary Documents and the transactions contemplated by those agreements, including the following factors:

The SilverBox Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Ancillary Documents and the Transactions contemplated therein, including the following factors:

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•

Strategic Exposure to Bitcoin with Institutional Governance.   Pubco stockholders, including former shareholders of SilverBox, will gain access to Bitcoin through a listed vehicle designed to meet the expectations of public market shareholders — including an expectation that Parataxis’ Bitcoin assets will be held by one or more qualified third-party custodians, satisfaction of public exchange listing requirements, PCAOB audited financial statements, and public company board oversight.

•

NAV-Accretive Platform Architecture.   Many comparable publicly listed Bitcoin treasury vehicles currently trade at a premium to NAV on stock exchanges globally. This value premium enables the initial capital formation event to be completed at a premium to NAV, with the potential for Pubco to raise additional capital at a premium to NAV, which would be value accretive.

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South Korean Market Opportunity.   The SilverBox Board considered the structural factors of the South Korean market, including the breadth of digital asset ownership and trading volumes, the current regulatory landscape, the absence of a spot Bitcoin ETF currently available in South Korea and high retail participation, in light of which the potential for a meaningful accretion in the equity value of Parataxis Korea.

•

Bitcoin Yield Strategy and Capital Efficiency.   The SilverBox Board considered, in its evaluation of the proposed Business Combination, Parataxis management’s strategy to generate modest, low-volatility Bitcoin yield on the treasury assets of Parataxis and the track record of PCM in managing assets for third parties. The SilverBox Board believes that this organic yield generation capability has the potential for generating enhanced Bitcoin yield for shareholders and value accretion on a risk-adjusted basis.

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Management Team and Embedded Right of First Refusal Reflecting Aligned Incentives with PCM.   The SilverBox Board considered the fact that Parataxis will be led by Edward Chin, supported by other senior professionals of PCM, which has a proven track record in asset management. The SilverBox Board considered the management team’s equity ownership and earn-out consideration as factors in the management term’s long-term ownership of Pubco, and prohibitions on the transfer of management shares for a period of time following the consummation of the Transactions, reflecting management’s belief in and commitment to Pubco’s growth following the consummation of the Transactions. The SilverBox Board also considered management’s ownership of PCM and the execution services to be provided to Pubco and Parataxis by PCM post-Closing as aligned with the long-term growth objectives of Pubco, and considered the value of Pubco’s right of first refusal (ROFR) on PCM as providing strategic flexibility for future consolidation in the asset management industry.

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Reasonableness of Aggregate Consideration.   Following a review of information provided to SilverBox and discussion with Parataxis management prior to execution of the Business Combination Agreement, and taking into account the views of SilverBox’s financial advisors, the SilverBox Board considered the aggregate consideration to be delivered to Parataxis’ equity holders in the proposed Transactions and determined that such consideration was reasonable in light of such information and SilverBox’s analyses thereof.

•

Attractive Valuation.   The SilverBox Board considered that Parataxis’ implied valuation following the Business Combination, relative to the current implied valuations of certain publicly traded peer companies examined by SilverBox, is favorable for SilverBox and its shareholders.

•

Fairness Opinion of the Financial Advisor.   The SilverBox Board took into account the financial analyses carried out by Newbridge, and presented by Newbridge to the SilverBox Board, as well as the oral opinion of Newbridge rendered to the SilverBox Board on August 5, 2025, as subsequently confirmed in writing, as to the fairness, from a financial point of view, to the Public Shareholders, of the consideration deliverable to Parataxis in the Business Combination.

•

Lockup.   Subject to certain limited and customary exceptions with respect to permitted transfers, securities issued to significant Parataxis equity holders in the Business Combination will be subject to a 6-month lockup (subject to early release in the event that shares of Pubco Class A Common Stock achieve certain trading-price based metrics), which was regarded as an important potential mitigant to volatility relative to post-Closing trading prices of Pubco Class A Common Stock.

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•

Due Diligence.   SilverBox and its advisors, including Paul Hastings, conducted a diligence review of Parataxis and its business and operations, including review of relevant documentation and discussions with Parataxis management and Parataxis’ financial and legal advisors.

•

Other Alternatives.   No other alternative transactions were currently under consideration by SilverBox and not proceeding with the proposed Business Combination with Parataxis was expected to deprive SilverBox Shareholders from the opportunity to participate in an investment in Parataxis.

•

Shareholder Approval.   In connection with the Business Combination, the Public Shareholders have the option to: (i) remain stockholders of Pubco after the Closing; (ii) sell their Public Shares; or (iii) redeem their Public Shares for the Redemption Price pursuant to the terms of the Memorandum and Articles of Association.

•

Negotiated Transaction and Terms of the Business Combination and Ancillary Documents.   The financial and other terms and conditions of the Business Combination Agreement and the Ancillary Documents are reasonable and were the product of arm’s length negotiations between SilverBox and Parataxis. The SilverBox Board considered the terms and conditions of the Business Combination Agreement and the Ancillary Documents, including each party’s representations, warranties, covenants and agreements, the conditions to each party’s obligations, as well as the commitment by each party to complete the Transactions.

The SilverBox Board also considered a variety of risks and uncertainties and other potentially negative factors concerning the Business Combination, including the following:

•

Bitcoin Price Volatility and Related Business Risks.   The SilverBox Board considered the risks to successful implementation of Pubco’s business plan and strategy. Such risks included: (i) the value of Parataxis’ assets are partially linked to the market value of Bitcoin, which remains a volatile asset class (ii) that Parataxis is a relatively new entity managing a public strategy in a complex asset class and Parataxis management’ does not have extensive experience managing public companies; (iii) risks relating to evolving regulatory requirements for digital assets in both the U.S. and South Korea; and (iv) macroeconomic, geopolitical and regulatory risks, particularly regarding the execution of transactions in South Korea.

•

Valuation.   SilverBox may not have properly valued Parataxis.

•

Reputational Risks.   Operating in the digital asset space can attract increased scrutiny from investors, media, and regulators given its past history of bad actors and others who pose reputational risk.

•

Benefits May Not Be Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•

Redemption Risk.   The risk that a significant number of Public Shareholders elect to redeem their Public Shares prior to the consummation of the Business Combination pursuant to the Memorandum and Articles of Association, thereby reducing the amount of cash available to Pubco following the consummation of the Business Combination, which could adversely affect Pubco or reduce the benefits to SilverBox Shareholders of the Business Combination.

•

Closing Conditions.   The fact that completion of the Business Combination is conditioned on the satisfaction (or waiver) of certain closing conditions that are not within SilverBox’s control.

•

Listing Risks.   The challenges associated with preparing Parataxis, a private company, for the applicable disclosure and requisite internal controls and listing requirements to which it will be subject as a publicly traded company on a national stock exchange.

•

Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•

Fees and Expenses.   The fees and expenses associated with completing the Business Combination.

•

Other Risks.   Various other risks associated with the business of Parataxis, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

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For a more complete description of the SilverBox Board’s reasons for approving the Business Combination Agreement and the Ancillary Documents and the transactions contemplated by those agreements, see the section entitled “The SilverBox Board’s Reasons for the Approval of the Business Combination.”

The Advisory Organizational Documents Proposals

SilverBox is proposing that SilverBox Shareholders approve by ordinary resolution, on a non-binding advisory basis, nine separate Advisory Organizational Documents Proposals in connection with the replacement of the Memorandum and Articles of Association, under the Companies Act, with the Proposed Organizational Documents, under the DGCL. The SilverBox Board has unanimously approved the Advisory Organizational Documents Proposals and believe such proposals are necessary to adequately address the needs of Pubco after the Business Combination. Approval of the Advisory Organizational Documents Proposals is not a condition to the completion of the Business Combination.

A brief summary of each of the Advisory Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

Advisory Organizational Documents Proposal 2A — Under the Proposed Organizational Documents, Pubco will be increase the number of authorized shares to 2,610,000,000 shares, of which 2,500,000,000 shares are Pubco Class A Common Stock, 10,000,000 shares are Pubco Class C Common Stock and 100,000,000 shares are Pubco Preferred Stock.

Advisory Organizational Documents Proposal 2B — The Proposed Organizational Documents will provide that the Proposed Charter may be amended by the affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

Advisory Organizational Documents Proposal 2C — The Proposed Organizational Documents will provide that (i) the election of directors by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors and (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.

Advisory Organizational Documents Proposal 2D — The Proposed Organizational Documents will provide that Pubco elects not to be governed by Section 203 of the DGCL.

Advisory Organizational Documents Proposal 2E — The Proposed Organizational Documents will adopt: (i) Delaware as the exclusive forum for certain litigation and (ii) the federal district courts of the United States as the exclusive forum for resolving actions arising under the Securities Act, the Exchange Act or any claim for which the federal district courts are the sole and exclusive forum.

Advisory Organizational Documents Proposal 2F — The Proposed Organizational Documents will provide that (i) each holder of record of Pubco Class A Common Stock shall be entitled to one vote per share on all matters which Pubco stockholders generally are entitled to vote, and (ii) (a) solely with respect to any matter on which holders of Pubco Class C Common Stock are voting separately as a class or series, holders of record of Pubco Class C Common Stock shall be entitled to one vote for each share of Pubco Class C Common Stock issued and outstanding and (b) until such time as Edward Chin, and certain entities controlled by them, including their permitted transferees (such as charitable trusts and estate planning vehicles), own less than 25% of their aggregate ownership as of immediately after the Closing (the “Sunset Date”), with respect to each matter on which stockholders are voting generally, each holder of record of Pubco Class C Common Stock shall be entitled to a number of votes per share equal to (i) (A) the quotient determined by dividing (1) the sum of (x) the total number of shares of Pubco Class A Common Stock issued and outstanding and (y) the total voting power of all shares of preferred stock issued and outstanding by (2) 20% multiplied by (B) 80%, divided by (ii) the total number of issued and outstanding shares of Pubco Class C Common Stock.

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Advisory Organizational Documents Proposal 2G — The Proposed Organizational Documents will provide that each holder of record of Class A Common Stock and Class C Common Stock shall be entitled to receive, ratably with other participating shares, such dividends and other distributions as may from time to time be declared by the Pubco Board.

Advisory Organizational Documents Proposal 2H — The Proposed Organizational Documents will not include the provisions applicable only to blank check companies.

Advisory Organizational Documents Proposal 2I — The Proposed Organizational Documents will provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms.

The NTA Proposal

SilverBox is proposing that its shareholders approve by special resolution certain amendments to the Memorandum and Articles of Association, which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by SilverBox, prior to the consummation of the Domestication and the proposed Business Combination, to remove from the Memorandum and Articles of Association requirements limiting SilverBox’s ability to redeem SilverBox Class A ordinary shares and consummate an initial business combination if the amount of such redemptions would cause SilverBox to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by SilverBox shareholders. We refer to this proposal as the “NTA Proposal.”

For additional information, see the section of this proxy statement/prospectus entitled “The NTA Proposal.”

The Incentive Plan Proposal

SilverBox is proposing that its shareholders approve by ordinary resolution the 2025 EIP, which will become effective upon the completion of the Business Combination. The 2025 EIP will be used by Pubco to compensate directors, employees or consultants of Pubco or its subsidiaries.

For additional information, see the section of this proxy statement/prospectus entitled “The Incentive Plan Proposal.”

The Employee Stock Purchase Plan Proposal

SilverBox is proposing that its shareholders approve by ordinary resolution the ESPP, which will become effective upon the completion of the Business Combination. The ESPP will be used by Pubco to compensate employees following the completion of the Business Combination.

For additional information, see the section of this proxy statement/prospectus entitled “The Employee Stock Purchase Plan Proposal.”

The Director Election Proposal

SilverBox is proposing that its shareholders approve, effective upon the completion of the Business Combination, the election of five directors to serve on the Pubco Board until their respective successors are duly elected and qualified.

For additional information, see the section of this proxy statement/prospectus entitled “The Director Election Proposal.”

The Stock Issuance Proposal

SilverBox is asking its shareholders to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03 of the NYSE, the issuance of (i) the shares of Pubco Class A Common Stock to be issued in the Business Combination, (ii) the shares of Pubco Class A Common Stock that may be issued pursuant to the SEPA,

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(iii) 10,000,000 shares of Pubco Class C Common Stock and (iv) the additional shares of Pubco Class A Common Stock that will, upon Closing, be reserved for issuance pursuant to the 2025 EIP and ESPP, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03.

For additional information, see the section of this proxy statement/prospectus entitled “The Stock Issuance Proposal.”

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Extraordinary General Meeting to authorize SilverBox to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved), the SilverBox Board may submit a proposal to the shareholders to approve by way of an ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary: (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (ii) for the absence of a quorum; (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SilverBox has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (iv) if the NTA Proposal would not be approved, to seek reversals of redemption requests if Public Shareholders have elected to redeem an amount of Public Shares such that SilverBox would have less than $5,000,001 in net tangible assets; or (v) in order to engage with investors.

For additional information, see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

Date, Time and Place of the Extraordinary General Meeting

The Extraordinary General Meeting will be held on           , 2025 at      , Eastern Time. For the purposes of the Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. However, in order to facilitate access for SilverBox Shareholders, the Extraordinary General Meeting will be held in virtual meeting format at     . There is no requirement to attend the Extraordinary General Meeting in person. Shareholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting. In particular, shareholders may submit questions in advance of the Extraordinary General Meeting by following the instructions and rules of conduct on the Extraordinary General Meeting website. You can participate in the Extraordinary General Meeting and vote via live webcast by visiting     . The purpose of the Extraordinary General Meeting is to consider and vote on each Shareholder Proposal.

Registering for the Extraordinary General Meeting

You can pre-register to attend the virtual Extraordinary General Meeting starting           , 2025 at     a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser,       enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Shareholders who hold their investments through a bank or broker will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker. If you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at (917) 262-2373 or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

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If you do not have access to the internet, you can listen to the meeting by dialing             (toll-free) (or             if you are located outside the United States and Canada (standard rates apply)) and when prompted enter                 . Please note that you will not be able to vote or ask questions at the Extraordinary General Meeting if you choose to participate telephonically.

Voting Power; Record Date

SilverBox shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned SilverBox Ordinary Shares at the close of business on         , 2025, which is the Record Date for the Extraordinary General Meeting. Shareholders will have one vote for each SilverBox Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. SilverBox Warrants do not have voting rights. At the close of business on the Record Date for the Extraordinary General Meeting, there were 25,455,000 SilverBox Ordinary Shares outstanding, of which 20,000,000 were issued and outstanding Public Shares, the rest being held by the Sponsor.

Quorum and Vote of SilverBox Shareholders

The presence, in person (including virtually) or by proxy, of shareholders holding one-third of the SilverBox Ordinary Shares at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. The Sponsor which owns     % of the issued and outstanding SilverBox Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor, SilverBox Ordinary Shares held by Public Shareholders would be required to be presented at the Extraordinary General Meeting to achieve a quorum.

As of the Record Date for the Extraordinary General Meeting,         SilverBox Ordinary Shares would be required to achieve a quorum.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of the proposals voted upon at the Extraordinary General Meeting.

The Sponsor and each director and officer of SilverBox have agreed to vote in favor of the Business Combination, and to waive their redemption rights in connection with the Closing with respect to any SilverBox Ordinary Shares held by them. None of the Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The SilverBox Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns     % of the issued and outstanding SilverBox Ordinary Shares. As a result, SilverBox would need only         , or approximately     %, of the Public Shares not held by affiliates, to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted).

The proposals presented at the Extraordinary General Meeting require the following votes:

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Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of SilverBox.

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Advisory Organizational Documents Proposals — The approval of the Advisory Organizational Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

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•

NTA Proposal — The approval of the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the SilverBox Ordinary Shares who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the NTA Proposal at the Extraordinary General Meeting.

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Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

•

Employee Stock Purchase Plan Proposal — The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

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Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

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Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

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Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Redemption Rights

Pursuant to the Memorandum and Articles of Association, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(A) hold Public Shares; or (B) hold Public Shares through SilverBox Units and elect to separate your SilverBox Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)

submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SilverBox redeem all or a portion of your Public Shares for cash; and

(iii)

deliver your share certificates for Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on         , 2025 (two business days before the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed.

Each SilverBox Unit issued and outstanding immediately prior to the Domestication will automatically be cancelled and each holder will be entitled, per SilverBox Unit, to one share of Pubco Class A Common Stock and one-third of one Pubco Warrant. Public Shareholders may elect to redeem all or a portion of the

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Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to the Transfer Agent, SilverBox will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, as of August 26, 2025, this would have amounted to approximately $10.51 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See the section of the proxy statement/​prospectus entitled “Extraordinary General Meeting of SilverBox — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Any request for redemption, once made by a holder of SilverBox Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the SilverBox Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline and, following such deadline, with SilverBox’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by 5:00 p.m., Eastern Time, on          , 2025 (two business days prior to the initially scheduled date of the Extraordinary General Meeting).

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in the IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor, officers and directors have agreed to, among other things, vote in favor of the Business Combination and waive their redemption rights in connection with the Closing with respect to any SilverBox Ordinary Shares held by them. As of the Record Date, the Sponsor owns     % of the issued and outstanding SilverBox Ordinary Shares.

Holders of the SilverBox Warrants will not have redemption rights with respect to the SilverBox Warrants.

Appraisal Rights

Neither SilverBox Shareholders nor the holders of Public Warrants have appraisal rights in connection with the Business Combination or the Domestication under the Companies Act or under the DGCL.

Proxy Solicitation

This proxy solicitation is being made by mail, but also may be made by telephone or in person. SilverBox has engaged     to assist in the solicitation of proxies for the Extraordinary General Meeting. SilverBox and its directors and officers and employees may also solicit proxies in person. SilverBox will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/​prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

If a SilverBox shareholder grants a proxy, it may still vote its shares in person or virtually if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of SilverBox — Revoking Your Proxy.”

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Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the SilverBox Board in favor of approval of the Business Combination Proposal and the other Shareholder Proposals, you should keep in mind that the Sponsor and certain of SilverBox’s directors and executive officers have interests in such Shareholder Proposals that are different from, or in addition to, those of SilverBox Shareholders and holders of Public Warrants generally.

In particular:

•

The Sponsor (including certain of SilverBox’s officers and directors who are members of the Sponsor) has invested in SilverBox an aggregate of $4,575,000, consisting of the $25,000 purchase price for 5,000,000 SilverBox Class B Ordinary Shares and the $4.55 million purchase price for 455,000 Private Placement Units. Some of SilverBox’s officers and directors have an indirect economic interest in such shares. Assuming a trading price of $10.46 per SilverBox Class A Ordinary Share and $0.41 per Public Warrant (based upon the respective closing prices of the SilverBox Class A Ordinary Shares and the Public Warrants on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), the 5,000,000 SilverBox Class B Ordinary Shares and 455,000 Private Placement Units (comprised of 455,000 Private Placement Shares and 151,667 Private Placement Warrants), in each case if unrestricted and freely tradable, would have an implied aggregate market value of approximately $57.1 million. However, given such shares of Pubco Class A Common Stock will be subject to lockup restrictions, we believe such shares have less value. Even if the trading price of the Pubco Class A Common Stock were as low as $0.92 per share, the aggregate market value of the SilverBox Class B Ordinary Shares alone (without taking into account the value of the Private Placement Units) would be approximately equal to the initial investment in SilverBox by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in SilverBox at a time when the SilverBox Class A Ordinary Shares have lost significant value. On the other hand, if the Business Combination is not approved and SilverBox is unable to complete another business combination within the Combination Period, the Sponsor may lose its entire investment in SilverBox.

•

The Sponsor purchased 455,000 Private Placement Units for $4.55 million, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Certain of SilverBox’s officers and directors have an indirect economic interest in such Private Placement Units. If the Business Combination Proposal is not approved and SilverBox does not consummate a business combination within the Combination Period, then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the Public Shareholders and the warrants held by the Sponsor may be worthless.

•

The Sponsor may lose its entire investment in SilverBox if the Business Combination Proposal is not approved and SilverBox does not complete another business combination by August 19, 2026, or such earlier date as the SilverBox Board may approve or such later date as the shareholders may approve in accordance with the Memorandum and Articles of Association. If SilverBox is unable to complete an initial business combination within the Combination Period, SilverBox will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In such event, the 5,000,000 SilverBox Class B Ordinary Shares purchased by the Sponsor for $25,000 and the 455,000 Private Placement Units purchased by the Sponsor for $4.55 million may be worthless.

•

The Sponsor and SilverBox’s directors and officers have agreed not to redeem any of the SilverBox Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

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•

The Sponsor and SilverBox’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the SilverBox Ordinary Shares (other than Public Shares) held by them if SilverBox fails to consummate an initial business combination within the Combination Period.

•

The Sponsor and SilverBox’s officers and certain directors may lose their entire investment in SilverBox and may not be reimbursed for loans extended, fees due or out-of-pocket expenses if the Business Combination is not consummated within the Combination Period. As of the date of this proxy statement/prospectus, there are loans extended, fees due and outstanding out-of-pocket expenses of $      in the aggregate for which the Sponsor and SilverBox’s officers and directors are awaiting reimbursement.

•

If the Trust Account is liquidated, including in the event SilverBox is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify SilverBox to ensure that the proceeds in the Trust Account are not reduced below $10.05 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which SilverBox has entered into an acquisition agreement or claims of any third party for services rendered or products sold to SilverBox, but only if such a vendor or target business has not executed a waiver of all rights to seek access to the Trust Account.

•

SilverBox Securities, an affiliate of the Sponsor, will receive a deferred IPO advisory fee in the amount of $2.03 million in connection with the Closing and a fee of $310,000 in connection with the Preferred Equity Investment, which fees will be payable upon the Closing. Joseph Reece, our Founding Partner, Jin Chun, our Chief Operating Officer, and Daniel Esters, our Chief Financial Officer, are officers of SilverBox Securities, and will participate in a portion of the fees payable to SilverBox Securities.

•

Pursuant to the A&R Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Pubco Class A Common Stock and Pubco Warrants held by it following the consummation of the Business Combination.

•

Joseph Reece, a member of SilverBox’s management team and an affiliate of the Sponsor, is expected to serve on the Pubco Board and may receive compensation for such service.

The Sponsor and certain of SilverBox’s directors and officers will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that may be viewed as sub-optimal by Public Shareholders. The Sponsor and its affiliates have at risk capital that depends upon the completion of the Business Combination. Such amounts consist of: (i) 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of approximately $57.1 million (based upon the closing price of $10.46 per SilverBox Class A Ordinary Share on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/​prospectus), which shares include the 150,000 Sponsor Earnout Shares, which are subject to vesting; and (ii) 151,667 Private Placement Warrants, with an implied aggregate market value of $62,183.47 (based upon the closing price of $0.41 per Public Warrant on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), each of which entitles the holder of such warrant to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustment. In addition, SilverBox Securities, an affiliate of the Sponsor, will receive $2.03 million as a deferred IPO advisory fee and $310,000 as a fee in connection with the Preferred Equity Investment, which fees will be payable upon the Closing. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of SilverBox.

The Sponsor and its affiliates are active investors, which SilverBox and the Sponsor believe improved the volume and quality of opportunities that were available to SilverBox.

However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, the Memorandum and Articles of Association provides that SilverBox renounces its interest in any business combination opportunity offered to any director or officer unless such opportunity

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is expressly offered to such person solely in their capacity as a director or officer of SilverBox and is an opportunity that SilverBox is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. SilverBox is not aware of any such conflict or opportunity being presented to any founder, director or officer of SilverBox nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target. The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of SilverBox and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

For additional information see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.”

Sponsor and Affiliates Compensation

The Sponsor and certain of SilverBox’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that may be viewed as sub-optimal by Public Shareholders. The Sponsor and its affiliates have at risk capital that depends upon the completion of a business combination. Such amounts consist of: (i) 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of approximately $57.1 million (based upon the closing price of $10.46 per SilverBox Class A Ordinary Share on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/​prospectus), which shares include the 150,000 Sponsor Earnout Shares, which are subject to vesting; and (ii) 151,667 Private Placement Warrants, with an implied aggregate market value of $62,183.47 (based upon the closing price of $0.41 per Public Warrant on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), each of which entitles the holder of such warrant to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustment. SilverBox Securities, an affiliate of the Sponsor, will receive $2.03 million as a deferred IPO advisory fee in connection with the Closing, and $310,000 as a fee in connection with the Preferred Equity Investment, which fees will be payable upon the Closing. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of SilverBox.

The Sponsor and its affiliates are active investors, which SilverBox and the Sponsor believe improved the volume and quality of opportunities that were available to SilverBox.

However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, the Memorandum and Articles of Association provides that SilverBox renounces its interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in their capacity as a director or officer of SilverBox and is an opportunity that SilverBox is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. SilverBox is not aware of any such conflict or opportunity being presented to any founder, director or officer of SilverBox nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target. The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of SilverBox and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and its affiliates in connection with the Business Combination and related transactions:

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​	Securities to be Received	Other Compensation
Sponsor	5,455,000 shares of Pubco Class A Common Stock, to be issued upon conversion of 5,000,000 SilverBox Class B Ordinary Shares and 455,000 SilverBox Class A Ordinary Shares currently held by the Sponsor, including 150,000 Sponsor Earnout Shares subject to vesting. The 5,000,000 SilverBox Class B Ordinary Shares were converted from SilverBox Class B Ordinary Shares, which the Sponsor initially acquired for a total of $25,000.(1)	Reimbursement of any out-of-pocket expenses for services provided to SilverBox before completion of the Business Combination, including expenses related to identifying, investigating and completing an initial business combination.
​	151,667 Pubco Private Warrants, to be received upon the conversion of 151,667 Private Placement Warrants, initially acquired by the Sponsor in a private placement consummated concurrently with the IPO as part of the purchase of Private Placement Units, for a total price of $4.55 million.(2)	​
SilverBox Securities	Not applicable	$2.03 million deferred IPO advisory fee to be paid in connection with the Closing $310,000 fee to be paid in connection with the Preferred Equity Investment, which would payable upon the Closing

(1)

Upon the SPAC Merger, the Sponsor is expected to receive 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of approximately $57.1 million (based upon the closing price of $10.46 per SilverBox Class A Ordinary Share on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), including 150,000 Sponsor Earnout Shares subject to vesting as described in section entitled “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” as though such shares were vested immediately upon Closing.

(2)

Upon the SPAC Merger, the Sponsor is expected to receive 151,667 Pubco Warrants, with an implied aggregate market value of $62,183,47 (based upon the closing price of $0.41 per Public Warrant on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/​prospectus).

Regulatory Matters

Neither SilverBox nor Parataxis are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.” It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

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Recommendation to Shareholders of SilverBox

The SilverBox Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interests of the SilverBox Shareholders. Accordingly, the SilverBox Board unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the NTA Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Employee Stock Purchase Plan Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Stock Issuance Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such person may believe is in the best interests of SilverBox and its shareholders and what such person may believe is best for such person in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.”

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of the outstanding Public Shares are redeemed in connection with the Business Combination and (ii) assuming that the maximum number of Public Shares that could be redeemed in connection with the Business Combination in order satisfy the Minimum Cash Condition. For an illustration of the number of shares and percentage interests outstanding under each scenario see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Estimated Sources and Uses (No Redemption Scenario)

Sources of Funds	​	​	Uses	​	​
Parataxis Equity Rollover(1)	$	100,000,000	Parataxis Equity Rollover(1)	$	100,000,000
SilverBox’s Cash in Trust Account	​	208,952,965	Cash to Balance Sheet(2)	​	199,760,851
Preferred Equity Investment(5)	​	31,000,000	Estimated Transaction Expenses(3)	​	14,735,000
Non-controlling Investor Investment(4)	​	16,605,004	Repayment of Parataxis Promissory Note(6)	​	4,023,333
Parataxis Promissory Note(6)	​	4,000,000	Investment in Bridge Biotherapeutics(4)	​	15,327,022
Historic Parataxis and SilverBox Cash and Cash Equivalents	​	4,088,237	Investment into Bitcoin(5)	​	30,800,000
Total Sources	$	364,646,206	Total Uses	$	364,646,206

(1)

Represents the aggregate value of shares issued to Parataxis Common Securityholders at a deemed value of $10.00 per unit, which per-unit value may change based on the redemption price (which change would result in either a decrease or increase in the total number of shares Parataxis Common Securityholders will receive). Assumes $100.0 million of Pubco Common Stock issued to current Parataxis Common Securityholders. Excludes 7,500,000 Earnout Shares that Parataxis Common Securityholders will be eligible to receive upon achievement of certain share prices during the Earnout Period. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

(2)

The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

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(3)

Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(4)

Represents the investment by the non-controlling investors in Parataxis Korea of approximately $16.6 million, received subsequent to May 31, 2025 and through June 30, 2025. These proceeds, along with the proceeds from the Parataxis Promissory Note, were used to make an investment in South Korean listed entity, Bridge Biotherapeutics. The investment in Bridge Biotherapeutics was approximately $15.3 million as of June 30, 2025.

(5)

Represents the issuance of 3,100,000 Parataxis Preferred Units, by Pubco, for gross proceeds of $31.0 million. These proceeds were used to purchase Bitcoin for a total cost of approximately $30.8 million.

(6)

Represents the issuance by Parataxis of a promissory note (the “Parataxis Promissory Note”) for principal balance of $4.0 million, accruing interest at 15% per annum, and payable at the earlier of December 16, 2025 and the close of the Business Combination. The repayment is inclusive of accrued interest for the period from issuance through June 30, 2025.

Estimated Sources and Uses (Contractual Maximum Redemption Scenario)

Sources of Funds	​	​	Uses	​	​
Parataxis Equity Rollover(1)	$	100,000,000	Parataxis Equity Rollover(1)	$	100,000,000
SilverBox’s Cash in Trust Account	​	9,192,114	Cash to Balance Sheet	​	—
Preferred Equity Investment(5)	​	31,000,000	Estimated Transaction Expenses(3)	​	14,735,000
Non-controlling Investor Investment(4)	​	16,605,004	Repayment of Parataxis Promissory Note(6)	​	4,023,333
Parataxis Promissory Note(6)	​	4,000,000	Investment in Bridge Biotherapeutics(4)	​	15,327,022
Historic Parataxis and SilverBox Cash and Cash Equivalents	​	4,088,237	Investment into Bitcoin(5)	​	30,800,000
Total Sources	$	164,885,355	Total Uses	$	164,885,355

(1)

Represents the aggregate value of shares issued to Parataxis Common Securityholders at a deemed value of $10.00 per unit, which per-unit value may change based on the redemption price (which change would result in either a decrease or increase in the total number of shares Parataxis Common Securityholders will receive). Assumes $100.0 million of Pubco Common Stock issued to current Parataxis Common Securityholders. Excludes 7,500,000 Earnout Shares that Parataxis Common Securityholders will be eligible to receive upon achievement of certain share prices during the Earnout Period. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

(2)

The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(3)

Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(4)

Represents the investment by the non-controlling investors in Parataxis Korea of approximately $16.6 million, received subsequent to May 31, 2025 and through June 30, 2025. These proceeds, along with the proceeds from the Parataxis Promissory Note, were used to make an investment in South Korean listed entity, Bridge Biotherapeutics. The investment in Bridge Biotherapeutics was approximately $15.3 million as of June 30, 2025.

(5)

Represents the issuance of 3,100,000 Parataxis Preferred Units, by Pubco, for gross proceeds of $31 million. These proceeds were used to purchase Bitcoin for a total cost of approximately $30.8 million.

(6)

Represents the issuance of the Parataxis Promissory Note. The repayment is inclusive of accrued interest for the period from issuance through June 30, 2025.

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Material U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication, the Mergers and an exercise of redemption rights in connection with the Business Combination, please see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

Summary of Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. These risks are discussed more fully in the section entitled “Risk Factors” following this summary. If any of these risks actually occur, Parataxis’, SilverBox’s or Pubco’s business, financial condition or results of operations would likely be materially adversely affected. These risks include, but are not limited to, the following:

Risks Related to Pubco’s Business and Bitcoin Treasury Strategy and Holdings

•

Pubco will operate in a highly competitive environment and will compete against companies with similar strategies, including companies with significant Bitcoin holdings and spot exchange traded funds and spot ETPs for Bitcoin and other digital assets, and Pubco’s business, operating results, and financial condition may be adversely affected if Pubco is unable to compete effectively.

•

Investing in Bitcoin exposes Pubco to certain risks associated with the inherent nature of Bitcoin as a digital asset, such as price volatility, limited liquidity and potential susceptibility to market abuse and manipulation. This may cause Pubco’s market price to fluctuate as a result.

•

Due to Pubco’s limited operating history and the concentration of its Bitcoin holdings, it will be difficult to evaluate Pubco’s business and future prospects, and Pubco may not achieve or maintain profitability.

•

There is legal and regulatory uncertainty around Bitcoin and other digital assets, and Pubco’s Bitcoin strategy could subject it to enhanced regulatory oversight.

•

The availability of spot Bitcoin ETPs for Bitcoin and other digital assets may adversely affect the market price of Pubco’s listed securities and may make it more difficult for Pubco to execute its Bitcoin strategy.

•

Bitcoin could be subject to costly regulations and future regulatory developments are impossible to predict.

•

The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of Bitcoin and adversely affect Pubco’s business.

•

If Pubco or its third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to its Bitcoin assets, Pubco may lose some or all of its Bitcoin assets temporarily or permanently and its financial condition and results of operations could be materially adversely affected.

•

Pubco faces risks relating to the custody of its Bitcoin, including the loss of private keys required to access its Bitcoin, or cyberattacks and other data loss, which could cause Pubco to lose some or all of its Bitcoin.

•

Regulatory change reclassifying Bitcoin as a security could lead to Pubco’s classification as an “investment company” under the Investment Company Act of 1940 that could adversely affect the market price of Bitcoin, and subject Pubco to burdensome regulatory requirements.

•

If Pubco uses derivative instruments to hedge the price risk of holding Bitcoin, that may subject Pubco to market and liquidity risks that could negatively impact Pubco’s Bitcoin strategy.

•

Changes to the protocols underlying blockchain networks may result in significant disruptions, chain splits, or divergence in asset values, any of which could materially and adversely affect the value of Pubco’s digital asset holdings and its business operations.

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•

Pubco will be highly dependent on the services of Edward Chin, who will be Pubco’s Chief Executive Officer.

Risks Related to Pubco’s Strategy in South Korea and Bitcoin holdings by South Korean Companies

•

Current South Korean regulations restrict Parataxis Korea’s ability to access domestic virtual asset exchanges.

•

Foreign-exchange measures could affect capital movements generally, although foreign direct investments under FIPA are exempt from certain emergency measures.

•

Regulatory changes in South Korea could impose new costs or restrict our activities even if Parataxis Korea is not a virtual asset service provider.

•

If more South Korean issuers adopt Bitcoin treasury strategies, Pubco perceived strategic differentiation may diminish and acquisition costs may increase.

Risks Related to Ownership of Pubco Stock Following the Business Combination

•

The concentrated voting power of Pubco Stock may prevent you and other stockholders from influencing significant decisions and may prevent or discourage unsolicited acquisition proposals or offers for Pubco Stock, adversely affecting the trading price of Pubco Class A Common Stock.

•

Since the completion of the SilverBox IPO, there has been a precipitous drop in the market values of companies formed through mergers involving SPACs. As a result, Pubco’s securities may be volatile.

•

Upon completion of the Business Combination, the rights of holders of shares of Pubco Common Stock arising under the DGCL will differ from and may be less favorable to the rights of holders of SilverBox Ordinary Shares arising under Cayman Islands law.

•

Potential conflicts of interest may arise among holders of Pubco Class A Common Stock and Pubco Class C Common Stock.

•

Securities of companies formed through mergers with SPACs may experience a material decline in price.

•

The Proposed Certificate of Incorporation will designate the Delaware Court of Chancery as the exclusive forum for certain types of actions that may be initiated by Pubco’s stockholders, limiting Pubco stockholders’ ability to choose the judicial forum for disputes related to Pubco.

Risks Related to the Business Combination and SilverBox

•

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.

•

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.

•

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.

•

SilverBox’s securities may be delisted from trading, which could limit investors’ ability to make transactions in such securities and subject SilverBox to additional trading restrictions.

•

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.

61

•

The fairness opinion obtained 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

Risks Related to the Redemption

•

There is no guarantee that a Public Shareholder’s decision whether to redeem its SilverBox Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

•

If Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

Risks Related to the Domestication

•

The Domestication may result in adverse tax consequences for holders of SilverBox Class A Ordinary Shares and SilverBox Warrants, including holders exercising their redemption rights with respect to the SilverBox Class A Ordinary Shares.

•

Because SilverBox is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Summary Historical Financial Information of SilverBox

The following table sets forth summary historical financial information of SilverBox for the periods and as of the dates indicated. The summary historical financial information of SilverBox and the summary historical financial information of SilverBox as of December 31, 2024, and for the period from April 16, 2024 (inception) through December 31, 2024, were derived from the audited historical financial statements of SilverBox included elsewhere in this proxy statement/prospectus. Such financial information should be read in conjunction with SilverBox’s audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following summary historical financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SilverBox” and SilverBox’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

​	Six months ended June 30, 2025			For the Period from April 16, 2024 (Inception) through June 30, 2024			For the Period from April 16, 2024 (Inception) through December 31, 2024
Statement of operations data:	​	​	​	​	​	​	​	​	​
General and administrative expenses	​	$	904,943	​	$	23,660	​	$	477,971
Loss from operations	​	​	(904,943)	​	​	(23,660)	​	​	(477,971)
Other income:	​	​	​	​	​	​	​	​	​
Change in fair value of over-allotment option liability	​	​	​	​	​	​	​	​	306,504
Interest earned on marketable securities held in Trust Account	​	​	4,298,327	​	​	—	​	​	3,654,638
Total other income, net	​	​	4,298,327	​	​	—	​	​	3,961,142
Net income	​	$	3,393,384	​	$	(23,660)	​	$	3,483,171
Weighted average shares outstanding of redeemable and non-redeemable Class A ordinary shares	​	​	20,455,000	​	​	—	​	​	10,582,896

62

​	Six months ended June 30, 2025			For the Period from April 16, 2024 (Inception) through June 30, 2024			For the Period from April 16, 2024 (Inception) through December 31, 2024
Basic and diluted net income per share, redeemable and non-redeemable Class A ordinary shares	​	$	0.13	​	$	—	​	$	0.22
Weighted average shares outstanding of Class B ordinary shares	​	​	5,000,000	​	​	5,000,000	​	​	4,961,390
Basic and diluted net income per share, Class B ordinary shares	​	$	0.13	​	$	(0.00)	​	$	0.22

​	June 30, 2025			December 31, 2024
Balance sheet data:	​	​	​	​	​	​
Total assets	​	$	209,469,723	​	$	205,656,766
Total liabilities	​	​	11,325,106	​	​	10,905,533
Class A ordinary shares subject to possible redemption	​	​	208,952,965	​	​	204,652,638
Shareholders’ deficit	​	​	(10,808,348)	​	​	(9,903,405)

Summary Historical Financial Information of Legacy Parataxis

The following table shows the summary historical financial information of Legacy Parataxis for the periods and as of the dates indicated.

The summary historical financial information for Legacy Parataxis presented below for the period from January 13, 2025 (inception) through May 31, 2025 and the summary balance sheet as of May 31, 2025 have been derived from Legacy Parataxis’ audited combined and consolidated financial statements included elsewhere in this proxy statement/prospectus.

The summary information in the following tables should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Parataxis” and Legacy Parataxis’ combined and consolidated financial statements and related notes thereto included elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Legacy Parataxis’ combined and consolidated financial statements and related notes. Legacy Parataxis’ historical results are not necessarily indicative of Legacy Parataxis’ future results, and Legacy Parataxis’ results as of and for the period from January 13, 2025 (inception) through May 31, 2025 are not necessarily indicative of the results that may be expected for the period from January 13, 2025 (inception) through December 31, 2025.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Legacy Parataxis prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results in this section may not be indicative of the results of Pubco going forward.

63

​	Legacy Parataxis
​	For the Period from January 13, 2025 (Inception) through May 31, 2025
Statement of operations data:	​	​	​
Operating costs and expenses:	​	​	​
General and administrative expenses	​	$	91,901
Revenue share expense	​	​	6,128
Total operating costs and expenses	​	​	98,029
Loss from operations	​	​	(98,029)
Other income	​	​	​
Interest income	​	​	16,256
Total other income, net	​	​	16,256
Net loss	​	$	(81,773)
Net loss and comprehensive loss attributable to non-controlling interest	​	​	(19,160)
Net loss attributable to Legacy Parataxis	​	$	(62,613)

​	May 31, 2025
Balance sheet data:	​	​	​
Total assets	​	$	3,896,256
Total liabilities	​	$	173,029
Total members’ deficit	​	$	(62,613)

​	For the Period from January 13, 2025 (Inception) through May 31, 2025
Cash flow data:	​	​	​
Net cash provided by operating activities	​	$	3,871
Net cash provided by financing activities	​	$	3,805,000
Net change in cash	​	$	3,808,871

Summary Historical Financial Information of Pubco

The following table shows the summary historical financial information of Pubco for the periods and as of the dates indicated.

The summary historical financial information for Pubco presented below for the period from June 13, 2025 (inception) through June 30, 2025 and the summary balance sheet as of June 30, 2025 have been derived from Pubco’s audited consolidated financial statements included elsewhere in this proxy statement/​prospectus.

The summary information in the following tables should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pubco” and Pubco’s consolidated financial statements and related notes thereto included elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Pubco’s consolidated financial statements and related notes. Pubco’s historical results are not necessarily indicative of Pubco’s future results, and Pubco’s results as of and for the period from June 13, 2025 (inception) through June 30, 2025 are not necessarily indicative of the results that may be expected for the period from June 13, 2025 (inception) through December 31, 2025.

64

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Pubco prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results in this section may not be indicative of the results of Pubco going forward.

​	Pubco
​	For the period from June 13, 2025 (inception) through June 30, 2025
Statement of operations data:	​	​	​
Operating costs and expenses:	​	​	​
General and administrative expenses	​	$	2,472
Total operating costs and expenses	​	​	2,472
Loss from operations	​	​	(2,472)
Net loss	​	$	(2,472)

​	June 30, 2025
Balance sheet data:	​	​	​
Total assets	​	$	—
Total liabilities	​	$	2,472
Total stockholder’s deficit	​	$	(2,472)

​	For the period from June 13, 2025 (inception) through June 30, 2025
Cash flow data:	​	​	​
Net change in cash	​	$	—

Summary Unaudited Pro Forma Condensed Combined Financial Information

This information is only a summary and should be read together with the historical financial statements of Parataxis and related notes and the historical financial statements of SilverBox and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Parataxis and SilverBox are derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined loss per share information below does not purport to represent the loss per share that would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period. The unaudited pro forma combined stockholders’ equity (deficit) per share information below does not purport to represent what the value of Parataxis and SilverBox would have been had the companies been combined during the periods presented.

65

​

For the Six Months Ended June 30, 2025(1)

For the period from April 16, 2024 (Inception) through December 31, 2024(1)

​

No Redemption Scenario

Contractual Maximum Redemption Scenario

No Redemption Scenario

Contractual Maximum Redemption Scenario

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma net loss

​

$

(989,188)

​

$

(989,188)

​

$

(10,602,307)

​

$

(10,602,307)

Less: Net loss attributable to non-controlling interest

​

$

(19,160)

​

$

(19,160)

​

$

—

​

$

—

Pro forma net loss attributable to SilverBox shareholders/members

​

$

(970,028)

​

$

(970,028)

​

$

(10,602,307)

​

$

(10,602,307)

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding – basic and diluted

​

​

35,305,000

​

​

15,305,000

​

​

39,335,000

​

​

19,335,000

Net loss per share:

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted

​

$

(0.03)

​

$

(0.06)

​

$

(0.27)

​

$

(0.55)

Potentially dilutive securities(2):

​

​

​

​

​

​

​

​

​

​

​

​

Earnout Shares

​

​

7,500,000

​

​

7,500,000

​

​

7,500,000

​

​

7,500,000

Sponsor Earnout Shares

​

​

150,000

​

​

150,000

​

​

150,000

​

​

150,000

Public Warrants

​

​

6,666,667

​

​

6,666,667

​

​

6,666,667

​

​

6,666,667

Private Placement Warrants

​

​

151,667

​

​

151,667

​

​

151,667

​

​

151,667

Parataxis Preferred Securityholders

​

​

218,723

​

​

218,723

​

​

218,723

​

​

218,723

(1)

Pro forma net loss per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”

(2)

The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive and/or issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented.

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RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the Shareholder Proposals described in this proxy statement/​prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s business, financial condition or results of operations. If any of the events described below occur, Pubco’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of SilverBox and Parataxis. Any reference in this “Risk Factors” section to the “surviving entity” will mean Pubco.

Risks Related to Pubco’s Business and Bitcoin Treasury Strategy and Holdings

Upon Closing, Bitcoin will be a principal asset of Pubco. The concentration of Pubco’s Bitcoin holdings enhances the risks inherent in its Bitcoin strategy.

Pubco’s Bitcoin strategy exposes it to various risks, including those briefly described below. Many of these same risks apply to Bitcoin holdings by Bridge Bio, as further described under the subsection below entitled “Risks Related to Pubco’s Strategy in South Korea and Bitcoin Holdings by South Korean Companies.”:

Bitcoin is a highly volatile asset.   Bitcoin is a highly volatile asset that has, during the 12-month period preceding the date of this proxy statement/prospectus, traded below $50,000 per Bitcoin and above $120,000 per Bitcoin on Coinbase, a major U.S.-based cryptocurrency exchange. The trading price of Bitcoin significantly decreased during prior periods, and such declines may occur again in the future.

Bitcoin is a relatively new asset class with a limited history.   Bitcoin is a digital asset that was introduced in 2009 and remains in the early stages of adoption compared to traditional currencies and assets. It lacks a long history of performance and is subject to rapidly evolving regulatory, technological, and economic conditions. Unlike fiat currencies such as the U.S. Dollar or Euro, Bitcoin is not formally recognized legal tender in most jurisdictions and is not supported by any sovereign authority or central bank. This lack of governmental backing could diminish confidence in Bitcoin’s long-term viability and increase its volatility and speculative risk.

Bitcoin is reliant on relatively new computer technology.   Bitcoin operates through a decentralized, peer-to-peer network of computers using open-source software to verify and record transactions on a public ledger known as the Bitcoin blockchain. The absence of a central governing authority means that Bitcoin is reliant on the continued operation and integrity of this decentralized network. Bitcoin may be subject to changes in its underlying blockchain protocol, including “hard forks,” which result in divergent versions of the blockchain and potentially new digital assets. There is no assurance that Pubco will be able to claim, access, or benefit from such forks or other developments, and there may be legal, technical, or operational uncertainties associated with them.

Bitcoin does not pay interest or dividends.   Bitcoin does not pay interest or other returns, and Pubco can only generate cash from its Bitcoin holdings if it sells its Bitcoin or implements strategies to create income streams or otherwise generate cash by using its Bitcoin holdings. Even if Pubco pursues any such strategies, it may be unable to create income streams or otherwise generate cash from its Bitcoin holdings, and any such strategies may subject it to additional risks.

Volatility in Bitcoin prices may significantly impact Pubco’s financial results and the market price of its listed securities due to, among other things, the concentration of Bitcoin in Pubco’s assets.   Volatility in Bitcoin prices may significantly affect Pubco’s financial results and the financial results of companies in which the Parataxis Korea Fund holds controlling equity interests that hold Bitcoin, and if Pubco increases its overall holdings of Bitcoin in the future and continues to invest, through the Parataxis Korea Fund in companies

67

that hold Bitcoin, volatility in the price of Bitcoin may have an even greater impact on Pubco’s financial results and the market price of its listed securities.

Immediately after the Closing, Pubco’s assets will be largely concentrated in Bitcoin, which may limit Pubco’s ability to mitigate risks relative to a more diversified portfolio of assets.    The concentration of Pubco’s assets in Bitcoin and Parataxis Holdings’ investments in companies which hold Bitcoin may limit Pubco’s ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.

Pubco may need to obtain additional financing to pursue its Bitcoin strategies, which may not be available on acceptable terms.   Pubco’s ability to achieve the objectives of its Bitcoin strategy depends in significant part on its ability to access capital to continue to accumulate additional Bitcoin holdings and make investments. If Pubco is unable to obtain equity or debt financing, as a supplement to funds that may be available to Pubco under the SEPA described elsewhere in the disclosure, on favorable terms or at all, it may not be able to successfully execute on its Bitcoin strategy.

Pubco intends to purchase Bitcoin from a limited number of exchanges or dealers.   Bitcoin markets rely on a limited number of exchanges and dealers for liquidity. If these counterparties suspend withdrawals, become insolvent, or experience technical outages, Pubco may not be able to sell Bitcoin when needed, regardless of market prices.

Pubco’s Bitcoin strategy has not been evaluated over an extended period of time or under different market conditions.   Pubco is continually examining the risks and rewards of its strategy to acquire and hold Bitcoin. This strategy has not been evaluated over an extended period of time or under different market conditions. For example, although Pubco believes Bitcoin, due to its fixed supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of Bitcoin has declined in recent periods during which the inflation rate increased. If Bitcoin prices were to decrease or Pubco’s Bitcoin strategy otherwise proves unsuccessful, Pubco’s financial condition, results of operations, and the market price of its listed securities would be materially adversely impacted.

Pubco will be subject to counterparty risks, including in particular risks relating to its custodians.   If one of the custodians or exchanges Pubco uses to store or transfer its Bitcoin experiences operational failure, insolvency, hacking, or fraud, Pubco may not be able to recover its Bitcoin. Prior to Closing Pubco will implement policies and procedure (which Pubco intends to maintain and continue to enhance over time) reasonably designed to mitigate its counterparty risks, including by storing substantially all of the Bitcoin it will own in custody accounts at U.S.-based, institutional-grade, qualified custodians and negotiating contractual arrangements intended to establish that Pubco’s property interest in custodially-held Bitcoin is not subject to claims of Pubco’s custodians’ creditors. Custodial arrangements for digital assets are not as well-established as those for traditional assets. Digital asset services are concentrated among a small group of custodians and liquidity providers. Failure or instability at any one of these counterparties could have outsized effects on Pubco’s treasury management. Pubco’s ability to enforce claims against custodians in bankruptcy or receivership is uncertain and applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If Pubco’s custodially-held Bitcoin were nevertheless considered to be the property of Pubco’s custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, Pubco could be treated as a general unsecured creditor of such custodians, inhibiting Pubco’s ability to exercise ownership rights with respect to such Bitcoin, or delaying or hindering Pubco’s access to its Bitcoin holdings, and this may ultimately result in the loss of the value related to some or all of such Bitcoin, which could have a material adverse effect on Pubco’s financial condition as well as the market price of its listed securities.

The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Bitcoin.   A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations, and other events have not resulted in any loss or misappropriation of Pubco’s Bitcoin, nor have such events adversely impacted Pubco’s access to its Bitcoin, they have, in the short-term, likely negatively impacted the adoption rate and use of Bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in

68

the digital assets industry in the future may further negatively impact the adoption rate, price, and use of Bitcoin, limit the availability to Pubco of financing collateralized by Bitcoin, or create or expose additional counterparty risks.

Changes in the accounting treatment of Pubco’s Bitcoin holdings could have significant accounting impacts, including increasing the volatility of Pubco’s results.   ASU 2023-08, which is effective for all entities — including public and private companies — for fiscal years beginning after December 15, 2024, requires Pubco to measure its Bitcoin holdings at fair value in its statement of financial position, and to recognize gains and losses from changes in the fair value of its Bitcoin holdings in net income each reporting period. ASU 2023-08 requires Pubco to provide certain interim and annual disclosures with respect to its Bitcoin holdings. Due in particular to the volatility in the price of Bitcoin, the adoption of ASU 2023-08 could have a material impact on Pubco’s financial results, increase the volatility of its financial results, and affect the carrying value of its Bitcoin holdings on its balance sheet. These impacts, or the impacts on Pubco of other accounting standards that may be adopted in the future, could have material adverse effects on Pubco’s financial results and the market price of its listed securities.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Bitcoin is a highly volatile asset, and Pubco’s operating results and market price of its listed securities may significantly fluctuate, including due to the highly volatile nature of the price of Bitcoin and erratic market movements.

Bitcoin is a highly volatile asset, and fluctuations in the price of Bitcoin are likely to influence Pubco’s financial results and the market price of its listed securities, including having the potential to amplify the market price volatility of its listed securities relative to the price of Bitcoin. Unlike fiat currencies, Bitcoin is not issued by a sovereign authority and is not backed by any physical commodity. Its value is determined solely by supply and demand dynamics in the global marketplace, which are uncertain and subject to manipulation. As a result, Pubco’s Bitcoin assets may lose substantial value or become worthless. Pubco’s financial results and the market price of its listed securities would be adversely affected, and Pubco’s business and financial condition would be negatively impacted, if the price of Bitcoin decreased substantially (as it has in the past), including as a result of:

•

decreased user and investor confidence in Bitcoin, including due to the various factors described herein;

•

investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, Bitcoin miners and investors; (ii) actual or expected significant dispositions of Bitcoin by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of Bitcoins associated with significant hacks, seizures, or forfeitures; and (iii) actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot Bitcoin exchange-traded products (“ETPs”);

•

negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, Bitcoin or the broader digital assets industry, for example, (i) public perception that Bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities; (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the Bitcoin ecosystem; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading Ltd. (“FTX Trading”) and its affiliates; and (iv) the actual or perceived environmental impact of Bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the Bitcoin mining process;

•

changes in consumer preferences and the perceived value or prospects of Bitcoin;

69

•

competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets;

•

since stablecoins are often used as a medium of exchange for Bitcoin purchases, a stablecoin’s substantial deviation from its intended peg or unavailability of stablecoins may cause a decrease in the price of Bitcoin or adversely affect investor confidence in digital assets generally;

•

developments relating to the Bitcoin protocol, including (i) changes to the Bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the Bitcoin blockchain, changes to the maximum number of Bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the Bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the Bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect Bitcoin;

•

disruptions, failures, unavailability, or interruptions in service of trading venues for Bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which was subsequently dismissed by the district court judge upon a joint request filed by the SEC and Binance on May 29, 2025;

•

the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, exchanges, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in prior years, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;

•

regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of Bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, exchanges, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;

•

further reductions in mining rewards of Bitcoin, including due to block reward halving events, which are events that occur after a specific period of time that reduce the block reward earned by “miners” who validate Bitcoin transactions, or increases in the costs associated with Bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of Bitcoin mining, which could further increase the costs associated with Bitcoin mining, any of which may cause a decline in support for the Bitcoin network;

•

transaction congestion and fees associated with processing transactions on the Bitcoin network;

•

macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;

•

developments in mathematics or technology, including in digital computing, algebraic geometry, and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and

•

changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, the broadening of conflict in the Middle East, and escalating tensions such as between China and Taiwan and China and U.S.

As described in more detail under the subheading “Risks Related to Pubco’s Strategy in South Korea and Bitcoin Holdings by South Korean Companies,” the potential effects on Pubco of risks associated with the volatility of Bitcoin prices may be further amplified, in the case of Pubco, due to Pubco’s strategy of

70

acquiring through the Parataxis Korea Fund, controlling interests in South Korean or other companies that also hold Bitcoin, including Bridge Bio.

Due to Pubco’s limited operating history and the concentration of its Bitcoin holdings, it will be difficult to evaluate Pubco’s business and future prospects, and Pubco may not be able to achieve or maintain profitability in any given period.

Pubco has a limited operating history and its business model is currently expected to involve a high degree of concentration in the acquisition and holding of Bitcoin. As a result, there is limited historical information available to evaluate Pubco’s business, its management’s ability to execute its strategy, or its prospects for future growth and profitability. The lack of a diversified operating history increases the difficulty for investors and analysts to assess Pubco’s performance, business model viability, and the likelihood of achieving or maintaining profitability. Furthermore, Pubco’s financial results and prospects are highly dependent on the value and performance of its Bitcoin holdings, which are subject to significant volatility and risk. If Pubco is unable to effectively manage its Bitcoin portfolio, respond to market changes, or adapt its business strategy as necessary, it may not be able to achieve or sustain profitability in any given period. This uncertainty may adversely affect the market price of Pubco securities and the value of an investment in Pubco.

In the event that there are significant redemptions by SilverBox’s Public Shareholders in connection with the Business Combination, Pubco’s ability to increase its Bitcoin holdings and its Bitcoin strategies would be negatively affected.

As of August 26, 2025, there was approximately $210.3 million in the Trust Account. There can be no assurances that we will be able to retain all of the cash in the Trust Account. In particular, if a significant number of Public Shareholders exercise their redemption right in connection with the Business Combination, the amount of cash available to Pubco from the Trust Account will be reduced, which would negatively affect Pubco’s ability to increase its Bitcoin holdings and to carry out its Bitcoin yield strategies. Further, the ratio of Pubco’s pro forma market capitalization relative to its Bitcoin holdings, or mNAV, would be lower than as contemplated by the Transactions.

Pubco will operate in a highly competitive environment and will compete against companies and other entities with similar strategies, including companies with significant Bitcoin holdings and spot exchange traded funds and spot ETPs for Bitcoin and other digital assets, and Pubco’s business, operating results, and financial condition may be adversely affected if Pubco is unable to compete effectively.

The market for companies and investment vehicles focused on Bitcoin and other digital assets is intensely competitive and rapidly evolving. Pubco will face competition from a variety of sources, including other public companies with significant Bitcoin holdings and similar Bitcoin strategies, as well as spot exchange traded funds and spot ETPs that provide investors with exposure to Bitcoin and other digital assets. Many of these competitors may have greater financial resources, more established operating histories, broader access to capital markets, and more extensive relationships with key market participants. In addition, the entry of new competitors, including large financial institutions and technology companies, could further intensify competition. If Pubco is unable to effectively differentiate its business model, attract and retain investors, or respond to competitive pressures, its business, operating results, and financial condition could be materially and adversely affected. Increased competition may also lead to downward pressure on the market price of Pubco securities and could impair Pubco’s ability to achieve its strategic objectives.

Investing in Bitcoin exposes Pubco to certain risks associated with the inherent nature of Bitcoin as a digital asset, such as price volatility, limited liquidity and trading volumes, relative anonymity, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and other risks inherent in its entirely electronic, virtual form and decentralized network. Pubco’s risk management methods to address these risks might not be effective.

Pubco’s business model involves significant exposure to Bitcoin, which is subject to a number of unique and substantial risks inherent with many digital assets. The price of Bitcoin has historically been highly volatile and may continue to fluctuate dramatically in response to various factors, including market

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sentiment, regulatory developments, technological changes, macroeconomic trends, and the actions of large holders or market participants. Bitcoin markets rely on a limited number of exchanges and dealers for liquidity. If these counterparties suspend withdrawals, become insolvent, or experience technical outages, Pubco may not be able to sell Bitcoin when needed, regardless of market prices. Bitcoin markets may also experience periods of limited liquidity and trading volumes, which could make it difficult for Pubco to liquidate its holdings at favorable prices or at all. The relative anonymity of Bitcoin transactions and the decentralized nature of its network may make it susceptible to market abuse, manipulation, fraud, and other illicit activities. In addition, Pubco is reliant on third-party exchanges and custodians for the purchase, sale, and safekeeping of its Bitcoin holdings, and failures in compliance, internal controls, or managing cybersecurity threats at these entities could result in significant losses. While Pubco has implemented risk management policies and procedures to address these risks, there can be no assurance that such measures will be effective in preventing or mitigating losses. Any failure to adequately manage these risks could have a material adverse effect on Pubco’s business, financial condition, and results of operations.

Pubco’s compliance and risk management methods might not be effective and may result in outcomes that could adversely affect its reputation, operating results and financial condition.

Pubco’s ability to comply with applicable complex and evolving laws, regulations and rules across relevant jurisdictions is largely dependent on the establishment, maintenance and scaling of its compliance, internal audit and reporting systems, as well as Pubco’s ability to attract and retain qualified compliance and other risk management personnel. While Pubco intends to implement policies and procedures relevant to its business, including policies and procedures intended to mitigate cryptocurrency transaction-related risks, Pubco cannot assure you that Pubco’s policies and procedures will always be effective or that Pubco will always be successful in identifying, monitoring or evaluating the risks to which Pubco is or may be exposed in all market environments or against all types of risks, including unidentified or unanticipated risks. Pubco’s risk management policies and procedures are expected to rely on a combination of technical and human controls and supervision that are subject to error and failure. Some of Pubco’s methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices, some of which, particularly in the area of cryptocurrency transactions, are still evolving. Accordingly, in the future, Pubco may identify gaps in such policies and procedures or existing gaps may become higher risk, and may require significant resources and management attention. Pubco’s risk management policies and procedures also may not adequately prevent losses due to technical errors if its testing and quality control practices are not effective in preventing failures. In addition, Pubco may elect to adjust its risk management policies and procedures to allow for an increase in risk tolerance, which could expose it to the risk of greater losses.

Any potential regulators who may have jurisdiction over Pubco, including in the future, may periodically review Pubco’s compliance program, including its policies and procedures, and with applicable law. Pubco may from time to time receive examination reports citing violations of applicable law and inadequacies in existing compliance programs requiring Pubco to enhance certain practices with respect to Pubco’s practices or compliance program, including due diligence, training, monitoring, reporting and recordkeeping. If Pubco fails to comply with these, or does not adequately remediate certain findings, regulators and financial institution partners could take a variety of actions that could impair its ability to conduct business, including, but not limited to, delaying, denying, withdrawing or conditioning approval of certain products and services. In addition, regulators have broad enforcement powers to censure, fine, issue cease and desist orders, that may prohibit Pubco from engaging in some of its business activities, or revoke any licenses Pubco may obtain in the future. Pubco faces significant intervention by regulatory authorities, including extensive auditing and surveillance activities, and will continue to face the risk of significant intervention by regulatory authorities and potential future financial institution partners in the future. In the case of non-compliance or alleged non-compliance, Pubco could be subject to investigations and proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which can be a significant loss to Pubco or its financial institution partner(s). Any of these outcomes would adversely affect Pubco’s reputation and brand and its business, operating results and financial condition. Some of these outcomes could adversely affect Pubco’s ability to conduct its business.

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Pubco’s compliance policies and procedures may not be sufficient to protect Pubco from counterparty risks.

Although Pubco plans to implement policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and Pubco plans to only acquire Bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if Pubco is found to have purchased Bitcoin from bad actors that have used Bitcoin to launder money or persons subject to sanctions, Pubco may be subject to regulatory proceedings and any further transactions or dealings in Bitcoin by us may be restricted or prohibited. Pubco could suffer similar negative consequences to the extent that Bridge Bio is determined to have acquired bitcoin from bad actors that have used Bitcoin to launder money or persons subject to sanctions, including negative reputational consequences that could impact Pubco’s operating results and ability to attract and retain investors.

Pubco’s quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of Pubco securities.

Pubco expects that its operating results, revenues, and expenses may vary significantly from quarter to quarter due to a variety of factors, many of which are outside of its control. These factors include, but are not limited to, fluctuations in the market price of Bitcoin, changes in the fair value of Pubco’s Bitcoin holdings (or of the value of Parataxis Korea’s equity interest in Bridge Bio due to changes in the fair value of Bridge Bio’s Bitcoin holdings or the Bitcoin holdings of other companies in which the Parataxis Korea Fund may invest over time or from time to time), the timing and size of Bitcoin purchases or sales, changes in accounting standards or interpretations, and the impact of regulatory developments. In addition, Pubco’s expenses may increase as it invests in infrastructure, personnel, and compliance measures to support its business. As a result, Pubco may experience periods of losses or lower-than-expected profitability, which could cause the market price of Pubco securities to decline. The unpredictability of Pubco’s financial performance may also make it difficult for investors to accurately forecast future results, increasing the risk associated with an investment in Pubco.

The value of Pubco securities will depend, in large part, on market demand for Pubco’s Bitcoin strategy. If market demand for that strategy were to diminish, the value of Pubco securities could decrease significantly.

The market value of Pubco securities is likely to be closely tied to investor perceptions of the attractiveness and viability of Pubco’s Bitcoin-focused strategy. In recent years, corporate adoption of Bitcoin has been influenced by trends and market sentiment, with some companies acquiring Bitcoin to enhance their public profiles, attract investor attention, or pursue speculative strategies unrelated to their core businesses. If market enthusiasm for corporate Bitcoin adoption were to wane, or if investors were to view Pubco’s strategy as less compelling or sustainable, demand for Pubco securities could decline significantly. Additionally, negative publicity, regulatory scrutiny, or adverse developments affecting other companies with similar strategies could further reduce investor interest in Pubco. A decrease in market demand for Pubco’s Bitcoin strategy could result in a significant decline in the value of Pubco securities, regardless of the underlying performance of its Bitcoin holdings.

Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact Pubco’s business.

The tax treatment of Bitcoin and other digital assets is subject to significant uncertainty and evolving guidance from U.S. federal, state, and local tax authorities, as well as foreign tax authorities. Changes in tax laws, regulations, or interpretations could have a material impact on Pubco’s business, including its ability to acquire, hold, or dispose of Bitcoin in a tax-efficient manner. For example, future legislation or regulatory guidance could result in the imposition of new or increased taxes on the acquisition, holding, or transfer of Bitcoin, or could require Pubco to report additional information to tax authorities. In addition, differences in the tax treatment of digital assets across jurisdictions could create compliance challenges and increase Pubco’s administrative and operational costs. Any adverse developments in the tax treatment of digital assets could reduce the attractiveness of Pubco’s business model, increase its tax liabilities, and negatively affect its financial results and the value of Pubco securities.

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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.

As a result of its Bitcoin strategy, Pubco’s assets are concentrated in its Bitcoin holdings. Accordingly, the emergence or growth of digital assets other than Bitcoin may have a material adverse effect on Pubco’s financial condition. As of July 2025, Bitcoin was the largest digital asset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions on the network that requires significantly less computing power than proof-of-work mining.

As a result, validators now stake, or lock up, a certain amount of Ethereum’s native cryptocurrency, Ether, as collateral. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions on the Ethereum network and other alternative blockchain networks are perceived as superior to proof-of-work mining used for the Bitcoin network, those alternative blockchain networks and their associated digital assets could gain market share relative to Bitcoin.

Other alternative digital assets that may compete with Bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to Bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. Stablecoins offer users the benefits of blockchain-based transactions without exposure to the price volatility historically associated with Bitcoin. As adoption of stablecoins grows, they may increasingly serve functions that might otherwise have been fulfilled by Bitcoin, particularly for payments, remittances, or short-term transactional use cases. If stablecoins gain broader acceptance by consumers, businesses, or regulators as a preferred form of digital currency, demand for Bitcoin could diminish. This competitive dynamic may adversely affect Bitcoin’s market price, reduce trading volumes, and negatively impact Pubco’s Bitcoin-related holdings, financial performance, and strategic initiatives.

Additionally, central banks in some countries have started to introduce digital forms of legal tender often known as central bank digital currency (“CBDCs”). For example, China’s CBDC project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, Bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of Bitcoin to decrease, which could have a material adverse effect on Pubco’s business, prospects, financial condition, and operating results.

Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory, and technical uncertainty.

Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to Bitcoin and other digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of Bitcoin or the ability of individuals or institutions such as Pubco to own or transfer Bitcoin.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of Bitcoin or the ability of individuals or institutions such as Pubco to own or transfer Bitcoin. For example, within the past several years:

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President Trump signed into law in July 2025 the Guiding and Establishing National Innovation for US Stablecoins Act (“GENIUS Act”), establishing a legislative framework for the regulation of payment stablecoins and marking the first federal legislation for the regulation of digital assets in the U.S.;

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the U.S. House of Representatives passed in July 2025 the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), a comprehensive digital asset market structure and regulation bill. The CLARITY Act, and other digital asset market structure and regulation bills, remain under consideration and continue to evolve in the U.S. Senate;

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President Trump signed an executive order in January 2025 instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and on July 30, 2025, such working group published a report on strengthening American leadership in digital financial technology, which recommended several regulatory and legislative proposals to advance President Trump’s January 2025 executive order;

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the SEC’s Staff Accounting Bulletin No. 122 (“SAB 122”), which rescinded Staff Accounting Bulletin No. 121 (“SAB 121”), directs certain entities to evaluate and account for potential losses from safeguarding crypto assets using existing U.S. GAAP or IFRS guidance. It also emphasizes the importance of continued disclosures related to these obligations;

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the SEC has proposed changes to the SEC Custody Rule, which may require, if adopted, that public companies store their Bitcoin with a “qualified custodian,” which are typically banks, trust companies, or regulated broker-dealers that meet strict asset segregation and safeguarding standards;

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the SEC announced in January 2025 the formation of a “Crypto Task Force,” which will seek to provide clarity on the application of the federal securities laws to the crypto asset market and to recommend policy measures with respect to digital asset security status, registration and listing of digital asset-based investment vehicles, and digital asset custody, lending and staking;

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the European Union adopted Markets in Crypto Assets Regulation, a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like Bitcoin;

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in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency, but has since dismissed its action against Binance Holdings Ltd. and dismissed its enforcement action against Coinbase, Inc.;

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in December 2020, the SEC filed a complaint against Ripple Labs, Inc., relating to, among other claims, that Ripple undertook the distribution of unregistered securities. On August 8, 2025, Ripple and the SEC filed a Joint Stipulation of Dismissal with the U.S. Court of Appeals for the Second Circuit, effectively ending all appeals in the case. Nevertheless, similar interventions by the SEC or other regulatory agencies may materially impact the price of Bitcoin and our ability to own or transfer Bitcoin;

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in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency. In March 2025, the SEC agreed to dismiss its lawsuit against the cryptocurrency exchange Kraken. Nevertheless, similar interventions by the SEC or other regulatory agencies may materially impact the price of Bitcoin and our ability to own or transfer Bitcoin;

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in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023, which regulates market activities in “cryptoassets”;

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in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, the Commodity Futures Trading Commission (the “CFTC”), the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network (FinCEN) to resolve a multi-year investigation by the agencies and a civil suit

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brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; and

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in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining nationwide in China and declared all cryptocurrency transactions illegal by Chinese citizens within the country.

Since 2018, the SEC has initiated a number of crypto and digital-asset-related enforcement actions. While the SEC has since requested the dismissal of several of these cases, the SEC or other regulatory agencies may initiate similar actions in the future, which could materially impact the price of Bitcoin and Pubco’s ability to own or transfer Bitcoin.

The CFTC appears to be taking an increased regulatory role with respect to cryptocurrency, potentially including Bitcoin. In August 2025, the CFTC launched a “Crypto Sprint,” which included withdrawing outdated advisories and issuing new guidance designed to clarify its existing authority and reduce regulatory uncertainty. Despite such guidance, the CFTC’s regulatory role remains open to interpretation and may be impacted by future legislation.

It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state, or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and Bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of Bitcoin, as well as Pubco’s ability to hold or transact in Bitcoin, and in turn adversely affect the market price of Pubco’s listed securities.

Moreover, the risks of engaging in a Bitcoin treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The growth of the digital assets industry in general, and the use and acceptance of Bitcoin in particular, may also impact the price of Bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of Bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to Bitcoin, institutional demand for Bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for Bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to Bitcoin. Even if growth in Bitcoin adoption occurs in the near or medium-term, there is no assurance that Bitcoin usage will continue to grow over the long-term.

Because Bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of Bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of Bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of Bitcoin. The liquidity of Bitcoin may also be reduced and damage to the public perception of Bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold Bitcoin, provide Bitcoin-related services, or accept Bitcoin as payment, which could also decrease the price of Bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for Bitcoin-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity

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of Bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for Bitcoin and other digital assets.

If Pubco fails to implement, maintain, follow or continue to monitor and update its KYC/AML and related restricted party screening procedures, Pubco could inadvertently engage in transactions involving a sanctioned person, entity, or jurisdiction, and any such failure could expose Pubco to regulatory investigations, enforcement actions, significant civil or criminal penalties, and financial and reputational harm.

Pubco is subject to U.S. economic and trade sanctions laws and regulations, including those administered by the Office of Foreign Assets Control (“OFAC”). Because of the pseudonymous nature of blockchain transactions, Pubco may inadvertently and without its knowledge engage in transactions named on OFAC’s Specially Designated Nationals list. The KYC/AML policies Pubco plans to implement contemplate conducting due diligence and sanctions screening of the U.S.-based cryptocurrency exchanges, OTC brokers and custodians through which we transact to ensure that such exchanges, OTC brokers and custodians have in place standard industry AML, KYC and OFAC policies; however, Pubco may not be adequately capable of determining the ultimate identity of the individual with whom transactions occur with respect to trading of cryptocurrency. If Pubco fails to implement, maintain, or follow these policies, it could inadvertently engage in transactions involving a sanctioned person, entity, or jurisdiction. Any such failure could expose Pubco to regulatory investigations, enforcement actions, significant civil or criminal penalties, and reputational harm. In addition, even the perception that Pubco may have engaged in transactions involving sanctioned parties could result in loss of banking relationships, restrictions on our ability to access certain financial markets, and a decline in customer, investor, or counterparty confidence. Because we expect to rely on U.S.-based qualified exchanges for custody and execution of Bitcoin transactions, its failure to effectively manage sanctions compliance risks could materially adversely affect Pubco’s business, financial condition, and results of operations.

Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes.

Bitcoin trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many Bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices, and regulatory compliance. As a result, the marketplace may lose confidence in Bitcoin trading venues, including prominent exchanges that handle a significant volume of Bitcoin trading and/or are subject to regulatory oversight, in the event one or more Bitcoin trading venues cease or pause for a prolonged period the trading of Bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

In 2019 there were reports claiming that 80-95% of Bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the Bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the Bitcoin market than is commonly understood. Any actual or perceived wash trading in the Bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of Pubco’s Bitcoin. Negative perception, a lack of stability in the broader Bitcoin markets and the closure, temporary shutdown or operational disruption of Bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the Bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in Bitcoin and the broader Bitcoin ecosystem and greater volatility in the price of Bitcoin. As the price of Pubco’s listed securities is affected by the value of Pubco’s Bitcoin holdings, the failure of a major participant in the Bitcoin ecosystem could have a material adverse effect on the market price of Pubco’s listed securities.

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In addition, private actors that are wary of Bitcoin or the regulatory concerns associated with Bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on Pubco’s business or the market price of Pubco’s listed securities.

Pubco’s Bitcoin holdings will be less liquid than existing cash and cash equivalents and may not be able to serve as a source of liquidity for it to the same extent as cash and cash equivalents.

Historically, the Bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, Pubco may not be able to sell its Bitcoin at favorable prices or at all. For example, a number of Bitcoin exchanges or other trading venues temporarily halted deposits and withdrawals in 2022. As a result, Pubco’s Bitcoin holdings may not be able to serve as a source of liquidity for it to the same extent as cash and cash equivalents. Further, Bitcoin that Pubco holds with its custodians and with which it transacts with its trade execution partners will not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, Pubco may be unable to enter into term loans or other capital raising transactions collateralized by its unencumbered Bitcoin or otherwise generate funds using its Bitcoin holdings, including in particular during times of market instability or when the price of Bitcoin has declined significantly. In addition, under South Korean law and market practice, Pubco may face restrictions in providing its assets, including Bitcoin, as collateral for the benefit of its subsidiaries, and although the subsidiaries (e.g., Bridge Bio) are not prohibited from using their own assets, including Bitcoin, as collateral for borrowings, the relevant laws remain unclear and certain limitations may still apply. If Pubco is unable to sell its Bitcoin, enter into additional capital raising transactions, including capital raising transactions using Bitcoin as collateral, or otherwise generate funds using its Bitcoin holdings, or if it is forced to sell its Bitcoin at a significant loss, in order to meet its working capital requirements, Pubco’s business, financial condition and results of operations could be negatively impacted.

If Pubco or its third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to its Bitcoin assets, Pubco may lose some or all of its Bitcoin assets temporarily or permanently and its financial condition and results of operations could be materially adversely affected.

Pubco’s Bitcoin holdings will be held in custody accounts at U.S. based institutional-grade digital asset qualified custodians. Security breaches and cyberattacks are of particular concern with respect to Bitcoin, as Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the Bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. A successful security breach or cyberattack could result in:

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a partial or total loss of Bitcoin holdings in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold its Bitcoin;

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harm to Pubco’s reputation and brand;

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improper disclosure of data and violations of applicable data privacy and other laws; or

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significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual, and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets (including companies in which the Parataxis Korea Fund has invested or are advised by Parataxis) or companies that operate digital asset networks, regardless of whether Pubco is directly impacted, could lead to a general loss of confidence in the broader Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact on Pubco.

Attacks upon systems across a variety of industries, including industries related to Bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques

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used to obtain unauthorized, improper, or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on Pubco’s systems or those of Pubco’s third-party service providers or partners. Pubco may experience breaches of its security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and Pubco expects that it will continue to attempt, to gain access to Pubco’s systems and facilities, as well as those of Pubco’s partners and third-party service providers, through various means, such as hacking, social engineering, phishing, and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm Pubco even if its systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and Pubco may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Middle East conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of Pubco’s operations or those of others in the Bitcoin industry, including third-party services on which it relies, could materially and adversely affect Pubco’s business.

The Bitcoin network is susceptible to a number of potential attacks that could materially and adversely affect the value of Pubco’s Bitcoin holdings.

Blockchain technology has certain built-in security features that make it difficult for hackers and other malicious actors to alter confirmed transaction records or tamper with the blockchain’s historical ledger. However, as with any computer network, the Bitcoin network may still be subject to certain attacks. For example, the Bitcoin network may be vulnerable to a denial-of-service attack, which could slow down or disrupt transaction processing, reduce confidence in the network, and negatively impact the market perception of Bitcoin. Additionally, the Bitcoin network could be subject to what is known as a “51% attack,” in which a malicious actor or group of actors gains control of a majority of the network’s mining hash rate. A successful 51% attack could permit double-spending of Bitcoins, prevent confirmation of new transactions, or otherwise compromise the integrity and stability of the blockchain. Any such attacks on the Bitcoin network, or even the perception that these attacks may be possible, could erode trust in the Bitcoin system, reduce user adoption, and cause a decline in the value of Bitcoin. Such an attack on the Bitcoin network could also prompt regulatory restrictions on cryptocurrency trading, further exacerbating the negative impact on our business. As of the date of this proxy statement/prospectus, we are not aware of any successful malicious activity on, or control of, the Bitcoin network. We believe, due to Bitcoin’s globally distributed hash rate, the prohibitively high cost of mounting such an attack, and the existence of community and network-level responses that serve as additional deterrents even if an attack was attempted. Nevertheless, because a Pubco holds a significant amount of Bitcoin, any decrease in the value, liquidity, or reliability of Bitcoin as a result of these or similar events would materially adversely affect Pubco’s business, financial condition, and results of operations.

Pubco faces risks relating to the custody of its 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.

Pubco will hold its Bitcoin solely with regulated, qualified custodians at U.S.-based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. Pubco does not anticipate that its custodial services contracts will restrict its ability to reallocate Pubco’s Bitcoin among its custodians, and Pubco’s Bitcoin holdings may be concentrated with a single custodian from time to time. If there is a decrease in the availability of digital asset qualified custodians that Pubco believes can safely custody its Bitcoin, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, Pubco may need to enter into agreements that are less favorable than its current agreements or take other measures to custody its Bitcoin, and Pubco’s ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

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Pubco currently does not maintain insurance coverage for its Bitcoin holdings. Should Pubco obtain such insurance in the future, there can be no assurance that any policy will cover the full value of its Bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services Pubco will have or that such coverage will cover losses with respect to its Bitcoin. Moreover, Pubco’s use of custodians exposes it to the risk that the Bitcoin its custodians hold on its behalf could be subject to insolvency proceedings and Pubco could be treated as a general unsecured creditor of the custodian, inhibiting its ability to exercise ownership rights with respect to such Bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage Pubco maintains related to its Bitcoin.

Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the Bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the Bitcoin held in such wallet. To the extent the Pubco private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither Pubco nor Pubco’s custodians will be able to access the Bitcoin held in the related digital wallet. Furthermore, Pubco cannot provide assurance that its digital wallets, nor the digital wallets of Pubco’s custodians held on Pubco’s behalf, will not be compromised as a result of a cyberattack. The Bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Pubco’s insurance coverage may be inadequate to cover potential losses of its Bitcoin holdings.

Pubco does not maintain insurance policies designed to cover potential losses of its Bitcoin holdings. While Pubco may seek to secure such insurance policies in the future, such policies may be limited in scope, subject to significant exclusions, or unavailable on commercially reasonable terms. Insurers may decline to cover certain losses, including those arising from theft, cyberattacks, fraud, technological failure, or other events beyond Pubco’s control. In addition, the rapidly evolving nature of the digital asset market creates uncertainty as to how insurers will underwrite, interpret, or honor claims under such policies. If Pubco experiences a loss of its Bitcoin holdings for which insurance is insufficient or unavailable, Pubco’s financial condition, operating results, and business prospects could be materially adversely affected.

Regulatory change reclassifying Bitcoin as a security could lead to Pubco’s classification as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and could adversely affect the market price of Bitcoin and the market price of its listed securities. Any such regulatory change would also require Pubco to be subject to burdensome regulatory requirements, and its activities would be restricted. Pubco is not an investment company and thus is not subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds (“ETFs”), or to obligations applicable to investment advisers, which could pose risks to investors.

Pubco’s assets are concentrated in its Bitcoin holdings. The CFTC has asserted regulatory authority over Bitcoin and U.S. courts appear to have, as of the date of this proxy statement/prospectus, generally accepted that Bitcoin falls under the CFTC’s purview for commodities regulation. While senior SEC officials have stated their view that Bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to Pubco’s classification as an “investment company” under the Investment Company Act, which would subject Pubco to significant additional regulatory controls, fines or other penalties that could have a material adverse effect on its ability to execute on Pubco’s Bitcoin strategy and its business and operations, and may also require it to substantially change or restructure the manner in which Pubco conducts its business, including discontinuing certain products or services. Pubco cannot assure investors that, under certain conditions, changed circumstances, or changes in the law, Pubco may not become subject to the Investment Company Act or other burdensome regulations.

In addition, if Bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of Bitcoin and in turn adversely affect the market price of Pubco’s listed securities.

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If Pubco were to become subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and ETFs, or to obligations applicable to investment advisers, the costs of compliance could be burdensome and could prevent Pubco from executing its Bitcoin strategy.

Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers,” as applicable, under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. Pubco is not subject to, and does not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to Pubco’s Treasury Reserve Policy or Pubco’s Bitcoin strategy, its use of leverage, the manner in which its Bitcoin is custodied, Pubco’s ability to engage in transactions with affiliated parties and its operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. The Pubco Board has broad discretion over the investment, leverage, and cash management policies it authorizes, whether in respect of Pubco’s Bitcoin holdings or other activities it may pursue, and has the power to change its current policies, including its strategy of acquiring and holding Bitcoin. Registration under, and compliance with, the Investment Company Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (or comparable state laws) could be costly and could divert the attention of Pubco and its directors and management. If registration is required, there can be no assurance that necessary approvals will be obtained, or that statutory, regulatory, judicial, or administrative interpretations of existing laws and regulation will not in the future impose more comprehensive or stringent requirements on Pubco and its directors and management.

If Parataxis Labs Management were to be deemed to provide advice to Parataxis in connection with the purchase or sale of securities, it could become subject to the requirements of the Investment Advisers Act of 1940 or parallel state requirements, which could materially affect our business.

Parataxis Labs Management focuses on advising Parataxis entities with respect to investment and reinvestment of Bitcoin assets. Under the current U.S. regulatory framework, certain cryptocurrencies, including Bitcoin, are not considered “securities” for regulatory purposes. However, if the regulatory framework were to change and cryptocurrencies considered securities, and/or if Parataxis Labs Management were to be deemed to provide advice related to instruments that are considered securities (e.g., shares of public or private equity, bonds, notes or other debt instruments or certain types derivatives), Parataxis Labs Management could be considered an investment adviser and become subject to the Advisers Act, depending on certain circumstances and factors, including total assets under management. The Advisers Act requires that persons who meet certain assets-under-management thresholds register as investment advisers. Registered investment advisers are subject to a panoply of requirements and limitations under the Advisers Act, including, among other things, fiduciary duties to advisory clients, recordkeeping and regulatory reporting requirements, disclosure obligations, limitations on agency cross and principal transactions between an adviser and its advisory clients, anti-corruption rules relating to investors associated with U.S. state or local governments, and general anti-fraud prohibitions. Being subject to these requirements could limit the flexibility of Parataxis Labs Management to provide the investment management services necessary to maximize the value of the Parataxis entities it advises. Even if the Advisers Act were not implicated, Parataxis Labs Management could be subject to state investment adviser regulation, which could require registration and compliance with regulation similar to that provided under the Advisers Act.

Because a substantial portion of Pubco’s total assets will consist of Bitcoin, a prolonged decline in the market price of Bitcoin could cause Pubco to fall below the continued listing standards of the NYSE or Nasdaq for minimum stockholders’ equity or market value of listed securities.

A significant portion of Pubco’s total assets will be comprised of Bitcoin, and as a result, the value of Pubco’s assets will be highly sensitive to fluctuations in the market price of Bitcoin. The NYSE’s or Nasdaq’s continued listing standards require listed companies to maintain certain minimum levels of stockholders’ equity and market value of listed securities. If the market price of Bitcoin were to experience a prolonged or severe decline, the value of Pubco’s Bitcoin holdings — and consequently, its total assets and stockholders’ equity — could decrease substantially. Such a decline could cause Pubco to fall below the minimum requirements for continued listing on NYSE or Nasdaq, including the minimum stockholders’ equity or market value of listed securities. If Pubco were to fail to satisfy these continued listing standards, NYSE or

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Nasdaq could initiate delisting proceedings, which would likely have a material adverse effect on the liquidity and market price of Pubco securities. Delisting could also impair Pubco’s ability to access capital markets, attract and retain investors, and execute its business strategy. Even the risk of potential delisting could negatively impact investor confidence and the value of Pubco securities.

Negative developments in the cryptocurrency industry — including fraud, cybercrime, or platform failures — may result in unfavorable publicity and could impact investor sentiment with respect to Pubco even if Pubco is not directly involved in any of the reported events.

The cryptocurrency industry has been subject to a number of high-profile negative developments, including instances of fraud, theft, cyberattacks, regulatory enforcement actions, and failures or insolvencies of major trading platforms and custodians. Even if Pubco is not directly involved in or affected by such events, negative publicity and heightened scrutiny of the cryptocurrency industry as a whole could adversely impact investor sentiment toward companies with significant exposure to digital assets, including Pubco. For example, reports of security breaches, mismanagement, or criminal activity at other cryptocurrency companies or exchanges may lead to increased concerns about the safety and legitimacy of digital assets generally, which could result in reduced demand for Pubco securities, increased volatility in its share price, and greater difficulty in raising capital or maintaining business relationships. In addition, negative industry developments may prompt regulatory authorities to impose stricter requirements or oversight, which could increase Pubco’s compliance costs and operational risks. The perception of heightened risk in the cryptocurrency sector, regardless of Pubco’s actual involvement or risk profile, could therefore have a material adverse effect on Pubco’s reputation, business, financial condition, and results of operations.

Bitcoin could be subject to complex and costly regulatory requirements, and future regulatory developments are impossible to predict.

Depending on the regulatory characterization of Bitcoin, Pubco’s business and its Bitcoin strategy may be subject to regulation by one or more regulators in the United States and globally. The CFTC takes the position that some digital assets, including Bitcoin, fall within the definition of a “commodity” under the Commodity Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets, including the Bitcoin markets in which Pubco would transact. The CFTC does not currently have regulatory jurisdiction over the cash-market for commodities such as Bitcoin, but does comprehensively regulate the commodity derivatives markets. This includes the futures and swaps markets for Bitcoin through which Pubco may engage in hedging activities. Among other things, such regulations may require Pubco to post margin with a clearinghouse or counterparty, which would limit the ability of Pubco to acquire additional Bitcoin. Additionally, any violation of CFTC regulations applicable to Pubco’s hedging activities could have a significant financial and reputational impact on Pubco.

Senior SEC officials have stated their view that Bitcoin is not a “security” for purposes of the federal securities laws, but such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets. Future regulatory developments with respect to Bitcoin from the CFTC, SEC, or any other federal or state regulator, are difficult to predict.

Bitcoin and other digital assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China, South Korea, and Russia. Both China and South Korea have banned initial coin offerings entirely. Regulators in Hong Kong have stated that initial coin offerings may constitute securities offerings subject to local securities regulations, while authorities in Canada and Singapore have issued warnings or guidance indicating that initial coin offerings may, depending their nature, fall under securities regulations.

Various foreign jurisdictions have adopted and may, in the future, adopt laws, regulations or directives that affect digital asset networks and their users, particularly digital asset exchanges and service providers that fall within such jurisdictions’ regulatory scope. Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of Bitcoin and other digital assets by users, merchants, and service providers outside of the United States and may therefore impede the growth of the Bitcoin and digital asset economy.

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Future legislation and regulatory requirements could have an adverse impact on the Bitcoin market and/or Pubco’s proposed business.

Various governmental and regulatory bodies in the United States — including the United States Congress — may adopt new laws or regulations that could affect the listing and clearing of crypto-related products. Several bills to address the digital asset regulatory landscape have been introduced in the first few months of the 119th Congress (2025 – 2027), including:

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the GENIUS Act, which passed the I.S. Senate and House of Representatives with bipartisan support and was signed into law on July 18, 2025;

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one strategic bitcoin reserve bill (Boosting Innovation, Technology, and Competitiveness through Optimized Investment Nationwide (the “BITCOIN Act”) S.954), which is currently undergoing review in the Senate; and

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the CLARITY Act, a crypto-asset market structure bill, that was passed by the U.S. House of Representatives on July 17, 2025, with bipartisan support and will be delivered to the U.S. Senate.

The GENIUS Act introduces the first comprehensive federal framework for stablecoins, requiring full 1:1 backing, reserve audits, and anti-money-laundering compliance. Although the GENIUS Act focuses on stablecoins, its regulatory framework and enforcement mechanisms could influence broader digital asset oversight, indirectly affecting Bitcoin custody, trading infrastructure, and compliance costs. In addition, several legislative efforts to address the regulation of cryptocurrency, including Bitcoin, have been introduced and are currently pending congressional consideration. Emerging laws and proposals in the U.S. federal government may materially affect Pubco’s operations, Bitcoin holdings, and investment outcomes.

The CLARITY Act, if it becomes law, would clarify which digital assets are commodities versus securities. Additionally, the CLARITY Act would subject certain spot-market digital commodities to a comprehensive regulatory regime for the first time in the United States. While this legislation could have a positive impact on the price of Bitcoin if market participants believe that regulatory clarity and market structure is an advantage, it could also have a negative impact on the industry and the value of Bitcoin if legal and regulatory requirements arising from such legislation are deemed to be too onerous, or for several other reasons.

Separately, it is not currently possible to know what changes will be made to the CLARITY Act as it proceeds through the legislative phases, in the event that it is signed into law. Currently, the legislation only requires registration of entities acting as brokers, dealers, exchanges, and custodians, rather than entities like Pubco. However, costs associated with registration may be passed on to entities transacting in Bitcoin, including Pubco. Additionally, the current legislation would amend the definition of “commodity interests” to include certain digital commodities, which would likely include Bitcoin. Such an amendment could cause certain collective investment vehicles that invest in Bitcoin or advise others as to investing in Bitcoin to be required to register with the CFTC as commodity pool operators (“CPOs”) or commodity trading advisors (“CTAs”). While we do not currently anticipate that Pubco would be required to register as a CPO or CTA even under the current version of the CLARITY Act, if it were required to do so, Pubco could face increased compliance costs and regulatory scrutiny, which could have a material and adverse impact on Pubco’s business and results of operations.

There is legal and regulatory uncertainty around Bitcoin and other digital assets, and Pubco’s Bitcoin strategy could subject it to enhanced regulatory oversight.

Several spot Bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though Pubco is not, and does not function in the manner of, a spot Bitcoin ETP, it is possible that it nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to its Bitcoin holdings.

In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While Pubco has implemented policies and procedures and intends to maintain and continue to enhance policies

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and procedures reasonably designed to promote compliance with applicable anti-money laundering, know-your-customer and sanctions laws and regulations and take care to only acquire Pubco’s Bitcoin through entities subject to anti-money laundering/know-your-customer regulation and related compliance rules in the United States. If Pubco is found to have purchased any of its Bitcoin from bad actors that have used Bitcoin to launder money or persons subject to sanctions, Pubco may be subject to regulatory proceedings, investigations, or penalties, and any further transactions or dealings in Bitcoin by Pubco may be restricted or prohibited.

Pubco’s Bitcoin holdings do not presently serve for any of Pubco’s outstanding indebtedness. However, Pubco may incur additional indebtedness or enter into other financial instruments in the future that may be collateralized by its Bitcoin holdings. Pubco may also consider pursuing strategies to create income streams or otherwise generate funds using its Bitcoin holdings. These types of Bitcoin-related transactions may be the subject of enhanced regulatory oversight. These and any other Bitcoin-related transactions Pubco may enter into, beyond simply acquiring and holding Bitcoin, may subject it to additional regulatory compliance requirements and scrutiny, including under Federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

Additional laws, guidance, and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX Trading, one of the world’s largest cryptocurrency exchanges, in November 2022. While the financial and regulatory fallout from FTX Trading’s collapse did not directly impact Pubco’s business, financial condition, or corporate assets, the FTX Trading collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting Bitcoin, as well as enforcement actions involving or impacting Pubco’s trading venues, counterparties and custodians, may impose significant costs or significantly limit Pubco’s ability to hold and transact in Bitcoin.

Regulations may limit the number and quality of financial institutions that provide custodial services for Bitcoin.

On January 23, 2025, the SEC rescinded SAB 121 and replaced it with SAB 122. SAB 122 expands the scope of reporting obligations for any companies with digital asset holdings subject to “crypto asset safeguarding obligations.” While the standard primarily addresses custodial assets, there is ambiguity regarding whether companies that use third-party custodians or engage in other digital asset treasury activities may be required to recognize liabilities or enhanced disclosures related to their Bitcoin holdings. If Pubco’s Bitcoin treasury strategy is deemed to create crypto asset safeguarding obligations under SAB 122, Pubco could be required to recognize corresponding liabilities and assets, increasing reported balance sheet size without a change in economic exposure. This could distort financial metrics, increase compliance costs, and create additional risks of investor confusion or regulatory scrutiny.

Pubco does not currently intend to use derivative instruments to hedge the price risk of holding Bitcoin, which could negatively impact Pubco’s financial results.

The value of Pubco’s Bitcoin holdings may be subject to extreme volatility; Pubco does not currently intend to actively hedge this risk, though it may determine to do so at some time or times in the future. Bitcoin has historically experienced significant price volatility driven by factors beyond our control, including regulatory developments, technological changes, market sentiment, liquidity conditions, macroeconomic factors, and speculative trading activity. Declines in the price of Bitcoin could materially impact Pubco’s financial results. Because we Pubco does not intend to employ active hedging strategies to manage Bitcoin price risk, adverse price movements may directly impact its financial position and may result in substantial losses. Additionally, the opportunities to generate option premium income from its Bitcoin holdings may diminish or disappear during periods of declining prices or market illiquidity.

If, in the future, Pubco elects to use derivative instruments to hedge the price risk of holding Bitcoin, such derivatives are highly volatile, subject to market and liquidity risks and default risk of its clearing broker, which could negatively impact Pubco’s Bitcoin strategy.

Although Pubco does not currently intend to employ derivatives strategies that involve directional market views or significant notional exposure beyond the underlying Bitcoin positions, in the future, Pubco

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may elect to invest and trade in a variety of derivative instruments to hedge the price risk associated with Bitcoin. Derivatives, such as futures and swaps, are financial instruments or arrangements in which the risk and return are related to changes in the value of other assets, reference rates or indices. These instruments are highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. Pubco’s ability to profit or avoid risk through investment or trading in derivatives will depend on its ability to anticipate changes in the underlying assets, reference rates or indices. Engaging in hedging may result in poorer overall performance for Pubco than Pubco could have achieved had it not engaged in such hedging transactions. In addition, although Pubco may utilize a variety of instruments, including options and other derivatives, for hedging and risk management purposes, it is not obligated to, and may not, hedge against certain risks. Furthermore, Pubco’s portfolio may be exposed to risks that cannot be hedged. Use of hedging and risk management products may also increase Pubco’s regulatory burden and costs of compliance.

If Pubco uses a clearing broker to help manage financial transactions — such as buying or selling Bitcoin futures contracts to hedge against Bitcoin price swings — then Pubco will be exposed to the clearing broker’s credit risk. Under the CEA and CFTC regulations, futures contracts must be cleared through clearing brokers known as a registered futures commission merchant (“FCM”). FCMs hold a certain amount of the customer collateral that customers deposit in connection with their futures trading, and are responsible for posting that collateral to the clearinghouse on the customer’s behalf when the clearinghouse issues a margin call. FCMs are required to maintain such collateral and all customer assets in a segregated account. If the FCM fails to do so, or is unable to satisfy a substantial deficit in a customer account, its customers (including Pubco) may be subject to risk of loss of their funds in the event of the FCM’s insolvency. In such event, under the current U.S. Bankruptcy Code, the FCM’s customers (including Pubco) are entitled to recover only a proportional share of all property available for distribution to all of that FCM’s customers. Pubco may therefore be exposed to material losses in the event of an FCM’s or fellow FCM customer’s default or insolvency.

Qualified Financial Contract Stay rules may restrict Pubco’s ability to liquidate its positions or exercise default rights in the event that a swap counterparty becomes insolvent.

Under regulations issued by certain U.S. banking regulators that are currently in effect, certain large U.S. financial institutions and their subsidiaries, as well as the U.S. branches or subsidiaries of certain large non-US financial institutions, are required to amend the default and transfer provisions of their “Qualified Financial Contracts” ​(“QFCs”), and to ensure that future QFCs comply with the relevant regulations.

QFCs include swaps and repurchase agreements (among other types of contracts) and guarantees and other forms of credit enhancement for such contracts, that receive certain favorable treatment under the U.S. Bankruptcy Code by permitting market participants (like Pubco) to avoid the otherwise-applicable “automatic stay” provisions of the U.S. Bankruptcy Code, and terminate the contracts in the event of the financial institution’s or its guarantor’s bankruptcy. The purpose of these requirements is to ensure that, in the event of a large financial institution’s bankruptcy, or the bankruptcy of a guarantor or covered affiliate, QFC counterparties do not simultaneously terminate their positions and cause a liquidity shortfall before the financial institution’s affiliates and/or federal regulators are able to resolve the defaulting entity in an orderly fashion.

As a result of these regulations, if Pubco enters into QFCs with a covered financial institution, and that financial institution, its guarantor or a covered affiliate becomes bankrupt (i.e., it becomes subject to a receivership, insolvency, liquidation, resolution or similar proceeding), Pubco may be restricted from immediately terminating that agreement, which could lead to losses on Pubco’s positions.

In addition, various foreign jurisdictions have adopted comparable rules, including France, Germany, Japan, Switzerland, and U.K. If Pubco enters into QFCs with a covered financial institution in any of those foreign jurisdictions, the restrictions on immediately terminating QFCs could lead to a negative effect on Pubco’s business.

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The availability of spot Bitcoin ETPs for Bitcoin and other digital assets may adversely affect the market price of Pubco’s listed securities and may make it more difficult for Pubco to execute its Bitcoin strategy.

Although Bitcoin and other digital assets have experienced a surge of investor attention since Bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to Bitcoin through traditional investment channels, and instead generally were only able to hold Bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold Bitcoin directly, as well as the potential reluctance of financial planners and advisors to recommend direct Bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to Bitcoin through investment vehicles that hold Bitcoin and issue shares representing fractional undivided interests in their underlying Bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to Bitcoin.

On January 10, 2024, the SEC approved the listing and trading of spot Bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view Pubco securities as providing exposure to Bitcoin, it is possible that the value of Pubco securities may also have included a premium over the value of its Bitcoin due to the prior scarcity of traditional investment vehicles providing investment exposure to Bitcoin, and that the value of Pubco securities may decline due to investors now having a greater range of options to gain exposure to Bitcoin and investors choosing to gain such exposure through spot Bitcoin ETPs rather than Pubco securities. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing and trading of spot ETPs that invest in Ether, the main crypto digital asset supporting and underlying the Ethereum blockchain. The approved Ether spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for Ether offers investors another alternative to gain exposure to digital assets, which could result in a decline in the trading price of Bitcoin as well as a decline in the value of Pubco securities relative to the value of its Bitcoin.

Although Pubco is an operating company, and believes it offers a different value proposition than a Bitcoin investment vehicle such as a spot Bitcoin ETP, investors may nevertheless view Pubco securities as an alternative to an investment in an ETP, and choose to purchase shares of a spot Bitcoin ETP instead of Pubco securities. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to Bitcoin that is generally not subject to federal income tax at the entity level, or the other risk factors applicable to an operating business, such as ours. Additionally, unlike spot Bitcoin ETPs, Pubco (i) does not seek for its shares of Pubco securities to track the value of the underlying Bitcoin it holds before payment of expenses and liabilities, (ii) does not benefit from various exemptions and relief under the Exchange Act, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) is a Delaware corporation rather than a statutory trust, and does not operate pursuant to a trust agreement that would require Pubco to pursue one or more stated investment objectives, and (iv) is not required to provide daily transparency as to its Bitcoin holdings or its daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to Pubco securities. Based on how Pubco is viewed in the market relative to spot Bitcoin ETPs, and other vehicles which offer economic exposure to Bitcoin, such as Bitcoin futures ETFs, leveraged Bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in Pubco securities relative to the value of its Bitcoin holdings may increase or decrease in different market conditions.

As a result of the foregoing factors, availability of spot Bitcoin ETPs for Bitcoin and other digital assets could have a material adverse effect on the market price of Pubco’s listed securities.

Pubco’s Bitcoin strategy exposes it to risk of non-performance by counterparties, including in particular risks related to its custodians.

Pubco’s Bitcoin strategy exposes it to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to

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perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, Pubco’s execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of Pubco’s agreements with them, which could result in a loss of Bitcoin, a loss of the opportunity to generate funds, or other losses. There is generally no insurance or government protection for such losses. Any failure in custody controls could materially and adversely Pubco’s business and financial results.

Pubco’s primary counterparty risk with respect to its Bitcoin is custodian performance obligations under the custody arrangements it has entered into. A series of relatively recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, among others, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of Pubco’s Bitcoin, nor have such events adversely impacted Pubco’s access to its Bitcoin, legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to Pubco’s interests in the event one or more of its custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

While Pubco’s custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that Pubco’s custodially-held Bitcoin will not become part of the custodian’s insolvency estate if one or more of its custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if Pubco pursues any strategies to create income streams or otherwise generate funds using its Bitcoin holdings, it would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which Pubco custodies substantially all of its Bitcoin, could have a material adverse effect on its business, prospects, financial condition, and operating results.

Pubco may pursue strategies to generate income or liquidity from its Bitcoin holdings, such as covered calls on spot Bitcoin holdings, selling cash-secured puts on Bitcoin, or entering into other arrangements, which could lead to adverse financial results.

Pubco may from time to time pursue strategies to generate income or liquidity from its Bitcoin holdings, including writing covered calls on spot Bitcoin holdings and selling cash-secured puts on Bitcoin. While Pubco intends to employ fully collateralized, non-leveraged option strategies through regulated institutional counterparties, these activities remain subject to risk. Covered call writing may limit Pubco’s ability to participate in favorable price appreciation, while cash-secured put selling could result in the acquisition of additional Bitcoin at prices above prevailing market levels. Market conditions such as limited liquidity, wide bid-ask spreads, and execution slippage may impair Pubco’s ability to implement or unwind option positions efficiently. Option premiums received may not be sufficient to offset potential losses on the underlying Bitcoin holdings. Accordingly, Pubco’s yield-generation strategies may fail to provide the incremental return profile we anticipate and may instead lead to adverse financial results.

Pubco does not intend to engage in lending, staking, or similar practices to generate income from its Bitcoin holdings, which may limit our potential revenue and place us at a competitive disadvantage.

Pubco does not intend to pursue Bitcoin lending, staking, or other strategies that may involve rehypothecation, financial leverage, or unsecured counterparty exposure. While management believes this approach reduces risk and preserves the security of our assets, it also eliminates potential sources of income that other market participants may pursue. Companies that engage in lending or staking may generate higher yields on their digital assets, which could allow them to report superior financial performance or deliver higher returns to their shareholders. As a result, Pubco’s decision not to employ such strategies may reduce Pubco’s potential revenue, limit our ability to compete with peers that adopt higher-risk yield models, and adversely affect investor perception of our growth prospects.

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Pubco’s yield-generating strategy for its Bitcoin holdings is untested and depends on robust internal controls and investing discipline, and failures in any of these areas could result in losses.

Pubco is reliant on its management team and advisors to assess market liquidity, pricing, and execution opportunities in the Bitcoin options market. Human error, technology malfunctions, or deficiencies in its systems of risk management could lead to losses, mispricing of transactions, or missed opportunities. If Pubco’s governance framework, including board review and approval processes, fails to identify or mitigate risks, Pubco could incur material adverse financial or reputational consequences.

Pubco’s Bitcoin-focused capital allocation strategy may reduce financial flexibility and may not deliver the intended benefits.

Pubco intends to allocate cash from operations and financing transactions toward acquiring and holding Bitcoin on its balance sheet. This approach reduces the cash available for investment in Pubco’s core business or other opportunities. While management believes that generating yield on Bitcoin holdings can improve capital efficiency and contribute to long-term asset growth, there is no assurance that these outcomes will be realized. Some of Pubco’s yield-generating strategy, such as covered call strategies, may cap upside participation in Bitcoin appreciation, while yield premiums may be lower or unavailable during certain market conditions. As a result, Pubco’s financial performance and ability to raise capital may be adversely affected.

Changes to the protocols underlying blockchain networks, including soft forks and hard forks, may result in significant disruptions, chain splits, or divergence in asset values, any of which could materially and adversely affect the value of Pubco’s digital asset holdings and its business operations.

Blockchain networks, such as Bitcoin, operate on open-source protocols that are not centrally governed. As a result, changes to these protocols — whether through “soft forks” that maintain backward compatibility or “hard forks” that create incompatible versions — are typically initiated and adopted through community consensus. For certain changes, such as soft forks, miners may signal their support with hash power, but ultimate enforcement of rule changes is determined by the node operators who validate transactions and blocks. If a substantial portion of nodes rejects a proposed change, especially in the context of a hard fork, the network may experience a chain split in which two or more divergent versions of the blockchain emerge.

Bitcoin has been subject to forks that resulted in the creation of new networks, including Bitcoin cash ABC, Bitcoin cash SV, Bitcoin diamond, Bitcoin gold and others. Some of these forks have caused fragmentation among platforms as to the correct naming convention for forked crypto assets. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of forked crypto assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked crypto assets, and which results in further confusion to customers as to the nature of assets they hold on platforms, and which can negatively impact the value of the crypto assets. In addition, several of these forks were contentious and as a result, participants in certain communities may harbor ill will towards other communities. As a result, certain community members may take actions that adversely impact the use, adoption, and price of Bitcoin, or any of their forked alternatives.

Chain splits can lead to operational disruptions, security vulnerabilities, or significant uncertainty regarding which blockchain version will be recognized as the “main” chain. In the event of a fork, Pubco may hold or receive assets on multiple chains, which could result in unexpected tax, legal, or accounting consequences, or may expose Pubco to technical, cybersecurity or custodial risks. For instance, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued platforms that traded Ethereum through at least October 2016, resulting in significant losses to some crypto asset platforms. Similar replay attacks occurred in connection with the Bitcoin Cash and Bitcoin Cash SV network split in November 2018. Additionally, forks can cause volatility in the price and liquidity of digital assets held by Pubco, particularly if there is a lack of consensus among network participants or divergence in community support, market acceptance, or exchange listings. These risks could adversely impact the value of Pubco’s digital assets, impair its ability to generate revenue or pursue its business strategies, and result in increased compliance, legal, or operational costs.

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Pubco will be highly dependent on the services of Edward Chin, who will be Pubco’s Chief Executive Officer.

Pubco will be highly dependent on the services of Edward Chin, who will be Pubco’s Chief Executive Officer. Although Edward Chin will spend a substantial portion of his business time and attention on Pubco and expects to be highly active in Pubco’s management, he does not devote his full time and attention to Pubco and Edward Chin will continue to remain Chief Executive Officer of PCM. As a result, Mr. Chin may devote less time to Pubco than if he was not engaged in other business activities. Additionally, Mr. Chin owes fiduciary duties to Pubco stockholders, and may also owe fiduciary duties to shareholders of other companies with which he may be affiliated. Pubco does not have “key person” life insurance policies. Edward Chin is not bound by an employment agreement for any specific term and, if Pubco is unable to retain him, Pubco may not be able to successfully attract and retain a qualified replacement. If Pubco is not successful in managing these risks, Pubco’s business, financial condition and operating results may be harmed.

Risks Related to Pubco’s Strategy in South Korea and Bitcoin Holdings by South Korean Companies

Under current regulations applicable in South Korea, Parataxis Korea’s ability to access to domestic virtual asset exchanges are restricted.

Under current South Korean laws and regulations, corporate entities generally cannot obtain access to real-name ( ) accounts for virtual-asset exchange trading, effectively preventing corporate participation on domestic exchanges. The Financial Services Commission (“FSC”) announced a staged roadmap in February 2025 to allow corporate participation; however, timing and eligibility for non-financial corporates remain subject to implementation that remain beyond the control of Parataxis Korea. The foregoing restriction on access to domestic virtual asset exchanges increases reliance by Parataxis Korea on over-the-counter (“OTC”) or cross-border trading of Bitcoin. Relying on OTC or cross-border transactions can expose Parataxis Korea to risks associated with counterparty default, delayed or failed settlement, limited liquidity during market stress, higher transaction costs, banking-relationship frictions and heightened fraud or cyber risk. These factors may lead to, among other things, losses, execution delays or inability to transact at desired times and prices. See “Information about Parataxis — Regulation — South Korea — Digital Assets and AML.” Any of the foregoing could materially and adversely affect Pubco’s business, financial condition and results of operations.

Volatile fluctuations in pricing of digital assets and KRW/USD foreign exchange rates may adversely affect Parataxis Korea’s results of operations and cause substantial decline in its net asset value.

Parataxis Korea, in which Parataxis Korea Fund holds a controlling equity interest, holds Bitcoin as a treasury reserve asset and other companies, if any, in which the Parataxis Korea Fund may acquire controlling interests in the future may also hold Bitcoin as a treasury reserve asset. Bitcoin is highly volatile and may experience rapid price declines over short periods of time. As a result of Parataxis Korea Fund’s interest in Bridge Bio, Pubco’s financial reporting and liquidity planning may also be indirectly exposed to KRW/USD exchange-rate movements. A material decline in Bitcoin prices or adverse foreign exchange fluctuations could reduce the value of Parataxis Korea Fund’s net assets, increase reported losses and adversely affect leverage, covenant compliance and access to financing. See “Information about Parataxis — Regulation — South Korea.”

Discussions regarding permitting spot bitcoin ETFs in South Korea could alter market dynamics in ways we cannot predict.

South Korean policymakers have discussed permitting spot (cash) bitcoin ETFs as part of broader market development and investor-protection considerations. If permitted, spot ETFs could change domestic liquidity profiles, price discovery and institutional participation, potentially impairing execution costs, liquidity and the signaling effect of a treasury strategy. See “Information about Parataxis — Regulation — South Korea — Digital Assets and AML.”

Investing in entities with Bitcoin holdings, including Bridge Bio, could have significant accounting, regulatory and other impacts on Pubco and its financial results.

Investment in entities with Bitcoin holdings could have accounting, regulatory and other impacts on Pubco and the manner in which its financial results are reported. In addition to Pubco’s Bitcoin holdings,

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may also experience risks associated with Bridge Bio’s Bitcoin holdings; additionally, in the future, Pubco anticipates acquiring additional Bitcoin directly and the Parataxis Korea Fund may acquire ownership interests in additional companies that own Bitcoin. To the extent any of Pubco and its subsidiaries’ investments represent indirect ownership of Bitcoin, the accounting treatment for such indirect interests in Bitcoin, including whether Pubco consolidates the subsidiaries through which such interests are held, or accounts for them under the equity method, could result in different measurement bases for such assets, including potentially under U.S. GAAP versus K-IFRS.

If more South Korean issuers adopt Bitcoin treasury strategies, Pubco perceived strategic differentiation may diminish and acquisition costs may increase.

Increased participation by South Korea-listed issuers could compress any valuation premium investors ascribe to Bitcoin treasury strategies, increase acquisition costs and reduce the comparative competitiveness of Parataxis Korea’s approach in the market. Any of the foregoing could materially and adversely affect Pubco’s business, financial condition and results of operations.

Banking-relationship, custody and insurance constraints could limit our ability to safeguard and utilize digital assets.

South Korean and global financial institutions may revise risk policies for customers with digital-asset exposure, resulting in account opening/maintenance or wire-transfer delays or denials. Institutional custody options may be limited or costly; insurance may be unavailable or may not cover all incidents (including cyber events or internal malfeasance).

If Parataxis Korea or its third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to its Bitcoin assets, Parataxis Korea may lose some or all of its Bitcoin assets temporarily or permanently and its financial condition and results of operations, and those of Pubco, could be materially adversely affected.

Parataxis Korea’s Bitcoin holdings are held by institutional-grade digital asset qualified custodians. Security breaches and cyberattacks are of particular concern with respect to Bitcoin, as Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the Bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. A successful security breach or cyberattack could result in:

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a partial or total loss of Bitcoin holdings in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold its Bitcoin;

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harm to Parataxis Korea’s (and, by extension, Pubco’s) reputation and brand;

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improper disclosure of data and violations of applicable data privacy and other laws; or

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significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual, and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets (including companies with which Parataxis Korea does business) or companies that operate digital asset networks, regardless of whether Parataxis Korea (or Pubco) is directly impacted, could lead to a general loss of confidence in the broader Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact on Parataxis Korea and Pubco.

Additionally, attacks upon systems across a variety of industries, including industries related to Bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on Parataxis Korea’s systems or those of Parataxis Korea’s third-party service providers or partners. Parataxis Korea may experience breaches of its security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. Threats can come

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from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm Parataxis Korea, or impact the value of Parataxis Korea’s equity interests in Parataxis Korea or the fees and carried interests Pubco (and other investors in such Funds derive therefrom), even if Parataxis Korea’s systems are left undisturbed. Any future breach of Parataxis Korea’s operations or those of others in the Bitcoin industry, including third-party services on which Parataxis Korea relies, could materially and adversely affect Parataxis Korea’s, and by extension Pubco’s, business and financial results.

Regulatory changes in South Korea could impose new costs or restrict our activities even if Parataxis Korea is not a virtual asset service provider.

Parataxis Korea’s contemplated activities — acquiring, holding and disposing of Bitcoin solely for its own account — are not currently expected to constitute Virtual Asset Service Provider (VASP) activities under current law and court guidance (including Supreme Court 2024.12.12., 2024Do10710). Nevertheless, future legislation, supervisory guidance or interpretations may expand disclosure, reporting or operational requirements for corporates with material digital-asset exposure, and counterparties (banks, OTC providers, custodians) may impose heightened KYC/AML or other compliance conditions. See “Information about Parataxis — Regulation — South Korea — Digital Assets and AML.”

Parataxis Korea and other South Korean companies holding Bitcoin are subject to counterparty risks, including risks relating to custodians and other counterparties.

If one of the custodians or exchanges Parataxis Korea uses to store or transfer Bitcoin experiences operational failure, insolvency, hacking, or fraud, Parataxis Korea may not be able to recover its Bitcoin. Parataxis Korea stores the Bitcoin it owns in custody accounts at institutional-grade, third-party qualified custodians pursuant to agreements intended to establish that Parataxis Korea’s property interest in custodially-held Bitcoin is not subject to claims of Parataxis Korea’s custodians’ creditors. Custodial arrangements for digital assets are not as well-established as those for traditional assets and digital asset services are concentrated among a small group of custodians and liquidity providers. Failure or instability at any one of these counterparties could have outsized effects on Parataxis Korea’s treasury management. If Parataxis Korea’s Bitcoin holdings came to be considered property of Parataxis Korea’s custodians’ estates, or Parataxis Korea’s custodians experience failure or instability, the value of Parataxis’ equity interest in Parataxis Korea could decline and the value Parataxis attributable to the carried interest and management fees Parataxis derives as a result of the investment in Parataxis Korea may be limited and Pubco’s financial results could be negatively impacted, perhaps significantly.

South Korean corporate governance developments may increase litigation and compliance risk for Parataxis Korea and its directors.

Amendments to the Korean Commercial Code (KCC) clarify directors’ duties to act for the benefit of the company and its shareholders and to protect the interests of all shareholders equitably. Transactions perceived as unfairly dilutive, favoring controlling shareholders or disadvantaging minority shareholders (e.g., certain reorganizations, financings or squeeze-outs) may face greater scrutiny and litigation risk. See “Information about Parataxis — Regulation — South Korea — Corporate Governance and Shareholders.”

Foreign-exchange measures could affect capital movements generally, although foreign direct investments under FIPA are exempt from certain emergency measures.

South Korea’s foreign-exchange laws allow authorities to impose temporary suspensions on payments or capital transactions in exceptional circumstances. While investments qualifying as foreign investment under the Foreign Investment Promotion Act (FIPA) are carved out from certain emergency restrictions (FETA §6(4)), broader market measures, bank-level risk controls or cross-border payment frictions could still affect timing and cost. See “Information about Parataxis — Regulation — South Korea — Foreign Investment and Foreign Exchange.”

Tax rules applicable to Parataxis Korea may change, and our effective tax rate could vary materially.

Parataxis Korea is a domestic corporation for South Korean tax purposes and is subject to progressive corporate income tax (exclusive of local income surtax): up to KRW 200 million — 9%; over KRW 200 million

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up to KRW 20 billion — 19% (progressive deduction KRW 20 million); over KRW 20 billion up to KRW 3 trillion — 21% (progressive deduction KRW 420 million); and over KRW 3 trillion — 24% (progressive deduction KRW 9.42 billion). Rules for digital-asset transactions may evolve and affect Pubco cash taxes and financial reporting. See “Information about Parataxis — Regulation — South Korea “

Employment, labor and social-insurance compliance in South Korea may increase costs and limit flexibility.

The Labor Standards Act and related laws in South Korea impose mandatory terms on employment, working hours, minimum wage, workplace safety and employee benefits, and require employer contributions to social insurance programs. Failure to comply could result in penalties, back pay or litigation. See “Information about Parataxis — Regulation — South Korea — Employment, Labor and Workplace Safety.”

Risks Related to Ownership of Pubco Stock Following the Business Combination

The Key Company Holder, whose interest may conflict with yours, can exercise significant influence over Pubco. The concentrated voting power of Pubco Stock may prevent you and other stockholders from influencing significant decisions and may prevent or discourage unsolicited acquisition proposals or offers for Pubco Stock, and may adversely affect the trading price of Pubco Class A Common Stock.

All of Pubco Class C Common Stock issued in the Company Merger will be held by an entity controlled by Edward Chin (the “Key Company Holder”) immediately following the Closing. The Key Company Holder will have 80% of the voting power of all shares of capital stock of Pubco (including shares issued in the future) (such voting power, the “Class C Voting Power”) until such time as the Key Company Holder, including its permitted transferees (such as charitable trusts and estate planning vehicles), own less than 25% of their aggregate ownership as of immediately after the Closing (the “Sunset Date”), as more fully described in the Proposed Certificate of Incorporation. Upon the Sunset Date or upon certain transfers to third parties or certain disqualifying events (namely, removal from Pubco’s Executive Committee for cause or upon death of the Key Company Holder), the shares of Pubco Class C Common Stock will automatically convert into shares of Pubco Class A Common Stock. Each holder of a share of Pubco Class C Common Stock shall, prior to such conversion, be entitled to the Class C Voting Power all matters on which Pubco stockholders are entitled to vote generally, including the election or removal of directors, amendments to the Proposed Certificate of Incorporation and approval of significant corporate transactions, such as a merger or other sale of Pubco or its assets, and all matters on which holders of Pubco Class C Common Stock as a separate class are entitled to vote. Holders of shares of Pubco Class C Common Stock will be entitled to the same economic rights as the holders of shares of Pubco Class A Common Stock, including any rights to distributions and dividends. The shares of Pubco Class C Common Stock will not be listed or freely transferable. The Key Company Holder will have the ability to significantly influence decision-making with respect to Pubco’s business direction and policies until the Sunset Date or the occurrence of any of the above disqualifying events.

Accordingly, upon the consummation of the Business Combination, the Key Company Holder will have 80% of the voting power of Pubco Common Stock and will be able to control matters submitted to Pubco stockholders for approval. The Key Company Holder may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

Furthermore, the Key Company Holder and his respective affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Key Company Holder may also pursue acquisition opportunities that are complementary to Pubco’s business, and, as a result, those acquisition opportunities may not be available to Pubco. Accordingly, interests of the Key Company Holder may not always coincide with Pubco’s interests or the interest of other stockholders, and the Key Company Holder may seek to cause Pubco to take courses of action that, in his judgment, could enhance his investment in Pubco but which might involve risks to our other stockholders or adversely affect Pubco or its other stockholders.

This concentrated control may also have the effect of delaying, preventing or deterring a change in control of Pubco, may prevent or discourage unsolicited acquisition proposals or offers for Pubco Stock that you may feel are in your best interest as one of Pubco’s stockholders, could deprive Pubco stockholders

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of an opportunity to receive a premium for their capital stock as part of a sale of Pubco, and might ultimately affect the market price of shares of Pubco Class A common stock.

Since the completion of the IPO of SilverBox, there has been a precipitous drop in the market values of companies formed through mergers involving special purpose acquisition companies (“SPACs”). Accordingly, securities of companies such as Pubco may be more volatile than other securities and may involve special risks.

Since the completion of the IPO, there has been a precipitous drop in the market values of companies formed through mergers involving SPACs like SilverBox. These include inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value for SPACs. As a result, the Public Shares are subject to potential downward pressures, which may result in a high level of exercises of redemption rights, reducing the cash available from the Trust Account. If there are substantial redemptions by Public Shareholders in connection with the Business Combination, there will be a lower public float of Pubco Class A Common Stock following the Closing, which may cause volatility in the price of our securities and adversely impact our ability to secure financing following the Closing.

Securities of companies formed through mergers with SPACs such as Pubco may experience a material decline in price relative to the share price of the SPACs prior to such merger.

SilverBox issued SilverBox Class A Ordinary Shares for $10.00 per share upon the closing of the IPO. As with other SPACs, each Public Share issued in the IPO carries a right to redeem such share for a pro rata portion of the proceeds held in the Trust Account prior to the Closing. As of August 26, 2025, the redemption price per Public Share was approximately $10.51, which is the approximate redemption amount per Public Share based on the Trust Account balance as of August 26, 2025. Following the Closing, the shares of Pubco Class A Common Stock outstanding will no longer have any such redemption right and may be dependent upon the fundamental value of Pubco, as well as other relevant factors such as market conditions and trading multiples, and the securities of other companies formed through mergers with SPACs in recent years, and may be significantly less than $10.00 per share.

Volatility in Pubco’s securities price could subject Pubco to securities class action litigation.

The market prices of the shares of Pubco Class A Common Stock and Pubco Warrants may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. Pubco may be the target of this type of litigation and investigations. Securities litigation against Pubco could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm Pubco’s business.

Currently, there is no public market for the shares of Pubco Class A Common Stock and Pubco Warrants. Public Shareholders and warrantholders cannot be sure about whether the shares of Pubco Class A Common Stock and Pubco Warrants will develop an active trading market or whether Pubco is able to maintain the listing of Pubco securities in the future even if Pubco is successful in listing Pubco securities on NYSE or Nasdaq, which could limit investors’ ability to make transactions in shares of Pubco Class A Common Stock and Pubco Warrants and subject Pubco to additional trading restrictions.

As part of the Business Combination, each outstanding SilverBox Class A Ordinary Share (including SilverBox Class A Ordinary Shares issued upon conversion of the outstanding SilverBox Class B Ordinary Shares) will be converted automatically into one share of Pubco Class A Common Stock and each outstanding SilverBox Warrant will be exchanged for one Pubco Warrant. Pubco is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses or its operations publicly available. SilverBox and Pubco have agreed to cause the shares of Pubco Class A Common Stock and Pubco Warrants to be issued in the Business Combination to be approved for listing on NYSE or Nasdaq, prior to the effective time of the Business Combination. SilverBox cannot assure Public Shareholders that Pubco will be able to meet the initial listing requirements. However, Pubco may be unsuccessful in listing Pubco Class A Common Stock and Pubco Warrants on NYSE or Nasdaq, and even if successful, Pubco may be unable to maintain the listing of Pubco Class A Common Stock and Pubco Warrants in the future. A successful listing also does not ensure that a market for the shares of Pubco Class A Common Stock and Pubco Warrants will develop or the price at which

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the securities will trade. No assurance can be provided as to the demand for or trading price of the shares of Pubco Class A Common Stock and Pubco Warrants following the Closing and the shares of Pubco Class A Common Stock and Pubco Warrants may trade at a price less than the current market prices of the SilverBox Class A Ordinary Shares and Public Warrants.

If Pubco fails to meet the initial listing requirements and NYSE or Nasdaq does not list its securities on its exchange, none of the parties to the Business Combination Agreement would be required to consummate the Business Combination. In the event that all such parties elected to waive this condition and the Business Combination were consummated without shares of Pubco Class A Common Stock or Pubco Warrants being listed on NYSE or Nasdaq, Pubco could face significant material adverse consequences, including:

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a limited availability of market quotations for shares of Pubco Class A Common Stock and Pubco Warrants;

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reduced liquidity for shares of Pubco Class A Common Stock and Pubco Warrants;

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to the extent that Pubco does not qualify for any of the other penny stock exemptions from under the applicable provisions of Rule 3a51-1 under the Exchange Act, a determination that shares of Pubco Class A Common Stock are “penny stocks” which will require brokers trading in shares of Pubco Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for shares of Pubco Class A Common Stock;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If shares of Pubco Class A Common Stock and Pubco Warrants are not listed on NYSE or Nasdaq, such securities would not qualify as covered securities and Pubco would be subject to regulation in each state in which Pubco offers its shares of Pubco Class A Common Stock and Pubco Warrants because states are not preempted from regulating the sale of securities that are not covered securities.

Even if Pubco is successful in listing Pubco Class A Common Stock and Pubco Warrants and developing a public market, there may not be enough liquidity in such market to enable Pubco stockholders to sell their shares of Pubco Class A Common Stock and Pubco Warrants. If a public market for the shares of Pubco Class A Common Stock and Pubco Warrants does not develop, investors may not be able to re-sell their shares of Pubco Class A Common Stock or Pubco Warrants, rendering their securities illiquid and possibly resulting in a complete loss of their investment. Pubco cannot predict the extent to which investor interest in Pubco will lead to the development of an active, liquid trading market. The trading price of and demand for the shares of Pubco Class A Common Stock and Pubco Warrants following completion of the Business Combination and the development and continued existence of a market and favorable price for the shares of Pubco Class A Common Stock and Pubco Warrants will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of Pubco, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for shares of Pubco Class A Common Stock Pubco Warrants to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the shares of Pubco Class A Common Stock Pubco Warrants. Many of these factors and conditions are beyond the control of Pubco or stockholders of Pubco.

Pubco may or may not pay cash dividends in the foreseeable future.

Any decision to declare and pay dividends in the future will be made at the discretion of the Pubco Board and will depend on, among other things, applicable law, regulations, restrictions, Pubco’s and Parataxis’ respective results of operations, financial condition, cash requirements, contractual restrictions, the future projects and plans of Pubco and Parataxis and other factors that the Pubco Board may deem

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relevant. In addition, Pubco’s ability to pay dividends depends significantly on the extent to which it receives dividends from Parataxis and there can be no assurance that Parataxis will pay dividends. As a result, capital appreciation, if any, of Pubco Class A Common Stock will be an investor’s sole source of gain for the foreseeable future.

Pubco expects to qualify as a “controlled company” under the applicable securities exchange rules and expects to avail itself of applicable exemptions from the corporate governance requirements thereof.

Pubco expects to qualify as a “controlled company” as defined under the applicable securities exchange rules on which its shares may be listed, since the Key Company Holder will have 80% of Pubco’s total voting power, as a result of which the Key Company Holder will have the power to elect a majority of Pubco directors. For so long as Pubco remains a controlled company under this definition, Pubco is also permitted to elect to rely on certain exemptions from corporate governance rules. As a result, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. For example, controlled companies:

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are not required to have a board of directors that is composed of a majority of “independent directors,” as defined under the applicable securities exchange rules;

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are not required to have a compensation committee that is composed entirely of independent directors; and

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are not required to have director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors.

Potential conflicts of interest may arise among the holders of shares of Pubco Class A Common Stock and Pubco Class C Common Stock.

The Key Company Holder will hold all shares of Pubco Class C Common Stock. As a result, conflicts of interest may arise among the Key Company Holder, on the one hand, and holders of shares of Pubco Class A Common Stock, on the other hand. The Key Company Holder has the ability to influence Pubco’s business and affairs through his Class C Voting Power.

The Proposed Certificate of Incorporation and Proposed Bylaws provide, among other things, that (i) the Pubco Board shall consist of five individuals, three of which are to be designated by Parataxis, one of which is to be designated by SilverBox and one of which will be Edward Chin, as the Chief Executive Officer of Pubco; (ii) Edward Chin will serve as Chairman of the Pubco Board; (iii) except for matters delegated to the Executive Committee, all decisions of the Pubco Board must be adopted by a simple majority of directors in attendance; and (iv) Pubco shall establish (a) an Executive Committee consisting of Edward Chin and such other members as determined by Edward Chin and (b) an audit committee, compensation committee and nominating & governance committee, each consisting of three independent directors. If the holders of shares of Pubco Class A Common Stock are dissatisfied with the performance of Pubco Board, they have no or limited ability to remove any of the directors, with or without cause.

The Key Company Holder has the ability to indirectly influence the determination of the amount and timing of Pubco’s investments and dispositions, cash expenditures, indebtedness, tax liabilities and amounts of reserves, each of which can affect the amount of cash that is available for distribution to holders of shares of Pubco Class A Common Stock.

The Proposed Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Pubco’s stockholders, which could limit Pubco’s stockholders’ ability to obtain a favorable judicial forum for disputes with Pubco or its directors, officers or other employees.

The Proposed Certificate of Incorporation will provide that, unless Pubco consents in writing to the selection of an alternative forum, (a) any derivative action or proceeding brought on behalf of Pubco, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder of Pubco to Pubco or Pubco’s stockholders, or any claim for aiding

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and abetting such alleged breach, (c) any action asserting a claim against Pubco or any current or former director, officer, other employee, agent or stockholder of Pubco (i) arising pursuant to any provision of the DGCL, the Proposed Certificate of Incorporation (as it may be amended or restated) or the Proposed Bylaws or (ii) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery or (d) any action asserting a claim against Pubco or any current or former director, officer, other employee, agent or stockholder of Pubco governed by the internal affairs doctrine of the law of the State of Delaware shall, as to any action in the foregoing clauses (a) through (b), to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (1) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (2) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (3) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article 8 of the Proposed Certificate of Incorporation will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Pubco or its directors, officers, stockholders, agents or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Proposed Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Pubco may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Pubco’s business, financial condition and results of operations and result in a diversion of the time and resources of Pubco’s management and board of directors.

It is not possible to predict the actual number of Pubco Class A Common Stock that Pubco will sell under the SEPA, or the actual gross proceeds resulting from those sales. Further, Pubco may not have access to the full amount available under the SEPA.

On August 6, 2025, Pubco entered into the SEPA with Yorkville, pursuant to which Yorkville has committed to purchase up to $400,000,000 of Pubco Class A Common Stock, subject to certain limitations and conditions set forth in the SEPA. The shares of Pubco Class A Common Stock, that may be issued under the SEPA may be sold by Pubco to Yorkville at Pubco’s discretion from time to time.

Pubco will generally have the right to control the timing and amount of any sales under the SEPA. Sales of Pubco Class A Common Stock, if any, under the SEPA will depend upon market conditions and other factors to be determined by Pubco. Pubco may ultimately decide to sell all, some or none of the shares of Pubco Class A Common Stock that may be available for its to sell to Yorkville pursuant to the SEPA.

Because the purchase price per share to be paid by Yokrville for the shares of PubCo Class A Common Stock that Pubco may elect to sell under the SEPA, if any, will fluctuate based on the market price of Pubco Class A Common Stock prior to each purchase made pursuant to the SEPA, if any, it is not possible for Pubco to predict, as of the date of this proxy statement/prospectus and prior to any such sales, the number of shares of Pubco Class A Common Stock that Pubco will sell to Yorkville under the SEPA, the purchase price per share that Yorkville will pay for Pubco Class A Common Stock purchased from Pubco under the SEPA, or the aggregate gross proceeds that Pubco will receive from those purchases, if any.

The sale and issuance of Pubco Class A Common Stock to Yorkville will cause dilution to Pubco’s existing stockholders, and the sale of the shares of Puco Class A Stock acquired by Yorkville, or the perception that such sales may occur, could cause the price of Pubco Class A Common Stock to fall.

The purchase price for shares of Pubco Class A Common Stock that Pubco may sell to Yorkville under the SEPA will fluctuate based on the price of Pubco Class A Common Stock. Depending on a number of factors, including market liquidity, sales of such Pubco Class A common Stock may cause the trading price of Pubco Class A Common Stock to fall.

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If and when Pubco does sell shares of Pubco Class A common Stock to Yorkville, Yorkville may resell all, some, or none of those shares of Pubco Class A Common Stock at ites discretion, subject to the terms of the SEPA. Therefore, sales of shares of Pubco Class A Common Stock to Yorkville by Pubco could result in substantial dilution to the interests of other holders of Pubco Class A Common Stock. Additionally, the sale of a substantial number of shares of Pubco Class A Common Stock to Yorkville, or the anticipation of such sales, could make it more difficult for Pubco to sell equity or equity-related securities in the future at a desirable time and price.

Risks Related to the Business Combination and SilverBox

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.

Under the terms of the Business Combination Agreement, it is a condition to Parataxis’ obligation to consummate the proposed Business Combination, waivable by Parataxis, that, at the Closing, net cash and cash equivalents delivered to Pubco in connection with the Business Combination (after giving effect to the completion and payment of the Redemption and payment expenses) and including the aggregate amount of any transaction financing, equal or exceed $25 million (“Minimum Cash Condition”). The Memorandum and Articles of Association also, unless the NTA Proposal is approved by SilverBox shareholders, provides that SilverBox will only consummate an initial Business Combination if net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of an initial business combination.

If redemptions reduce the funds available from the Trust Account to the point that the Minimum Cash Condition is not satisfied, SilverBox may need to seek to restructure the Business Combination to reserve a greater portion of the cash in the Trust Account, arrange for third-party financing or otherwise. Third-party financing may not be available on acceptable terms or at all. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until SilverBox liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of a vote by SilverBox Shareholders to extend the amount of time SilverBox has to complete an initial business combination or certain other corporation actions as set forth in the Memorandum and Articles of Association. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time SilverBox’s shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with SilverBox’s redemption until SilverBox liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Memorandum and Articles of Association or you are able to sell your shares in the open market.

You may be unable to ascertain the merits or risks of Parataxis’ operations.

If the Business Combination is consummated, Pubco will be affected by numerous risks inherent in Parataxis’ business. Although SilverBox’s management has endeavored to evaluate the risks inherent in the proposed Business Combination, SilverBox cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Further, some of these risks may be outside of SilverBox’s and Parataxis’ control. SilverBox also cannot assure you that an investment in Pubco’s securities will not ultimately prove to be less favorable to investors in SilverBox than a direct investment, if an opportunity were available, in Parataxis. In addition, if shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for SilverBox to consummate the Business Combination.

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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.

SilverBox cannot assure you that the due diligence SilverBox has conducted on Parataxis will reveal all material issues that may be present with regard to Parataxis, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of SilverBox’s and Parataxis’ control will not later arise. Parataxis is aware that SilverBox must complete an initial business combination by August 19, 2026 (or such other date as approved by the SilverBox shareholders). Consequently, Parataxis may have obtained leverage over SilverBox, knowing that if SilverBox does not complete the Business Combination, SilverBox may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline.

Parataxis operates in a highly competitive, regulated industry and Parataxis has never before been a public company and its business and platform operations continue to change and evolve. As a result, SilverBox has therefore made its decision to pursue a business combination with Parataxis on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all, for Parataxis, SilverBox and their respective security holders. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if SilverBox’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with SilverBox’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on SilverBox’s or Pubco’s liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about Parataxis or SilverBox and Pubco’s securities. In addition, charges of this nature, if any, may cause Pubco to violate leverage or other covenants to which it may be (or in the future become) subject as a result of any financing that may be obtained by Pubco or Parataxis after the consummation of the proposed Business Combination transaction. Accordingly, any shareholders of SilverBox who choose to remain shareholders of Pubco following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by SilverBox’s officers or directors of a fiduciary duty owed by them to SilverBox, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Past performance by any member of the SilverBox management team or SilverBox Board, the Sponsor or any of their respective affiliates, may not be indicative of future performance of an investment in SilverBox or Pubco.

Past performance by any member of SilverBox’s management team or the SilverBox Board, including Persons who are public figures, the Sponsor, or any of their respective current or former affiliates or entities related to one or more of them, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member of SilverBox’s management team or the SilverBox Board, including any such persons who are public figures, or any of their respective current or former affiliates or entities related to one or more of them, or any of the investment performance of any of the foregoing, as indicative of the future performance of an investment in SilverBox or Pubco or the returns SilverBox or Pubco may (or may not), generate going forward. Additionally, the involvement of a public figure in any business venture does not constitute a guarantee of any such success, and you should not make an investment decision regarding the Business Combination based on the involvement of such public figures. You are urged to read carefully, and consider independently, all of the information contained in this proxy statement/prospectus and in Pubco’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling SilverBox or Pubco securities or investing in the business of Parataxis. Involvement or past

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performance by Persons associated with any of Parataxis, Pubco, or any other businesses, entities or Persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, Parataxis or Pubco will be successful, and you should be prepared to lose your entire 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.

There is no independent third-party underwriter involved in the Business Combination or the issuance of Pubco securities in connection therewith. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering.

If Parataxis became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” Because Parataxis will become a public company through a business combination with SilverBox, a special purpose acquisition company, investors in SilverBox and Pubco may not have the same remedies available to them under U.S. federal securities laws in connection with the Business Combination as they otherwise might have had if Parataxis were to have gone public in a traditional firm commitment underwritten initial public offering.

In addition, the amount of due diligence conducted by SilverBox and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of Parataxis. Accordingly, it is possible that defects in Parataxis’ business or problems with Parataxis’ management that would have been discovered if Parataxis conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of Pubco securities.

Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on the NYSE or Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing.

If third parties bring claims against SilverBox, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.51 per share (based on the Trust Account balance as of August 26, 2025).

SilverBox’s placing of funds in the Trust Account may not protect those funds from third-party claims against SilverBox. Although SilverBox seeks to have vendors, service providers (other than SilverBox’s independent registered public accounting firm), prospective target businesses and other entities with which SilverBox does business execute agreements with SilverBox waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against SilverBox’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies

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held in the Trust Account, SilverBox’s management will consider whether competitive alternatives are reasonably available to SilverBox and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of SilverBox under the circumstances. SilverBox’s auditor, WithumSmith+Brown, PC (“Withum”), has not and will not execute an agreement with SilverBox waiving such claims to the monies held in the Trust Account.

Examples of possible instances where SilverBox may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with SilverBox and will not seek recourse against the Trust Account for any reason. Upon redemption of Public Shares, if SilverBox has not completed its initial business combination within the required time period, or upon the exercise of a redemption right in connection with its initial business combination, SilverBox will be required to provide for payment of claims of creditors that were not waived that may be brought against SilverBox within the ten years following redemption. Accordingly, the per share redemption amount received by Public Shareholders could be less than the $10.51 per Public Share (based on the Trust Account balance as of August 26, 2025 and less taxes payable and up to $100,000 of interest to pay dissolution expenses), due to claims of such creditors.

The Sponsor has agreed that it will be liable to SilverBox if and to the extent any claims by a third party for services rendered or products sold to SilverBox, or a prospective target business with which SilverBox has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination Agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets (less taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under SilverBox’s indemnity of the underwriters of SilverBox’s IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. SilverBox has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of SilverBox. The Sponsor may not have sufficient funds available to satisfy those obligations. SilverBox has not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.05 per Public Share. In such event, SilverBox may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of SilverBox’s directors or officers will indemnify SilverBox for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if SilverBox is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against SilverBox which is not dismissed, or if SilverBox otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in SilverBox’s bankruptcy estate and subject to the claims of third parties with priority over the claims of SilverBox Shareholders. To the extent any bankruptcy claims deplete the Trust Account, SilverBox may not be able to return to Public Shareholders $10.51 per share (less taxes payable and up to $100,000 of interest to pay dissolution expenses) (which is the approximate amount per SilverBox Public Share based on the Trust Account balance as of August 26, 2025). SilverBox has access to minimal funds held outside the Trust Account with which to pay any such potential claims. In the event that SilverBox liquidates, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

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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.

Involvement or past performance by advisors, consultants, influencers, ambassadors, members of boards of directors, executive officers, managers and other Persons involved with Parataxis or Pubco, or Persons or entities affiliated, associated or otherwise related to any of the foregoing, is not a guarantee of success with respect to the Business Combination or the future results of Parataxis or trading prices of Parataxis securities. You should not rely upon the involvement or past performance of any Person or Persons as indicative of whether or not you should invest in SilverBox, Pubco or Parataxis. You are urged to read carefully, and consider independently, all of the information contained in this proxy statement/prospectus and in Pubco’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling SilverBox or Pubco securities or investing in the business of Parataxis. Involvement or past performance by Persons associated with any of Parataxis, Pubco, or any other businesses, entities or Persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, Parataxis or Pubco will be successful, and you should be prepared to lose your entire investment.

Public Shareholders may be held liable for claims by third parties against SilverBox to the extent of distributions received by them upon redemption of their Public Shares.

If SilverBox is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, SilverBox was unable to pay SilverBox’s debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by SilverBox Shareholders. Furthermore, SilverBox’s directors may be viewed as having breached their fiduciary duties to SilverBox or SilverBox’s creditors or having acted in bad faith, and thereby exposing themselves and SilverBox to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. SilverBox cannot assure you that claims will not be brought against SilverBox for these reasons. SilverBox and its directors or any manager thereof who knowingly and willfully authorized or permitted any distribution to be paid out of SilverBox’s share premium account while SilverBox was unable to pay SilverBox’s debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of Pubco’s results if the Business Combination is consummated and, accordingly, you will have limited financial information on which to evaluate the financial performance of Pubco and your investment decision.

SilverBox and Parataxis currently operate as separate companies, and Pubco is an entity established solely to effect the proposed Business Combination and has no operations. SilverBox has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Pubco. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current or future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Comparative Historical and Unaudited Financial Information” has been derived from SilverBox’s and Parataxis’ historical financial statements and certain adjustments and assumptions have been made regarding Pubco after

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giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and Pubco’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Pubco’s financial condition or results of operations following the Closing. Any potential decline in Pubco’s financial condition or results of operations may cause significant variations in the stock price of Pubco.

SilverBox may issue preference shares or additional ordinary shares to complete the Business Combination, which would dilute the interest of SilverBox shareholders and likely present other risks.

The Memorandum and Articles of Association authorizes the issuance of up to 200,000,000 SilverBox Class A Ordinary Shares, 20,000,000 SilverBox Class B Ordinary Shares, and 1,000,000 SilverBox Preference Shares. There are currently 179,545,000 authorized but unissued SilverBox Class A Ordinary Shares available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants. There are currently 15,000,000 authorized but unissued SilverBox Class B Ordinary Shares available for issuance. There are currently no shares of SilverBox Preference Shares issued and outstanding. SilverBox may issue preference shares or a substantial number of additional ordinary shares to complete the initial Business Combination or under an employee incentive plan after completion of the Business Combination. However, the Memorandum and Articles of Association provides, among other things, that prior to SilverBox’s initial business combination, SilverBox may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the Memorandum and Articles of Association may be amended with a shareholder vote. SilverBox’s Sponsor agreed, pursuant to a written agreement with SilverBox, that it will not propose any amendment to the Memorandum and Articles of Association that would affect the substance or timing of SilverBox’s obligation to redeem 100% of its Public Shares if SilverBox does not complete the initial business combination by August 19, 2026 (or such other date as approved by the SilverBox shareholders), unless SilverBox provides its Public Shareholders with the opportunity to redeem their SilverBox Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable), divided by the number of then outstanding Public Shares. The issuance of additional shares:

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may significantly dilute the equity interest of existing investors;

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may subordinate the rights of shareholders if preferred stock is issued with rights senior to those afforded the SilverBox Ordinary Shares;

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could cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, SilverBox’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of SilverBox’s present officers and directors; and

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may adversely affect prevailing market prices for SilverBox’s Units, Public Shares, and/or Warrants.

SilverBox is dependent upon its executive officers and directors and their departure could adversely affect SilverBox’s ability to operate and to consummate the Business Combination. Additionally, SilverBox’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on SilverBox’s ability to complete the Business Combination.

SilverBox’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. SilverBox believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. The unexpected loss of the services of one or more of SilverBox’s directors or executive officers could have a detrimental effect on SilverBox and the ability to consummate the Business Combination. In addition, SilverBox’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of SilverBox’s executive

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officers is engaged in several other business endeavors for which they may be entitled to substantial compensation, and SilverBox’s directors also serve as officers and board members for other entities. If SilverBox’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to SilverBox’s affairs, which may have a negative impact on SilverBox’s ability to consummate the Business Combination.

Pubco’s ability to be successful following the Business Combination will depend upon the efforts of the Pubco Board and key personnel, and the loss of such persons could negatively impact the operations and profitability of Pubco’s post-Business Combination business.

Pubco’s ability to be successful following the Business Combination will be dependent upon the efforts of the Pubco Board and key personnel of Pubco. SilverBox cannot assure you that the Pubco Board and key personnel will be effective or successful or remain with Pubco. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause Parataxis’ management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, assuming no redemptions prior to or in connection with the proposed Business Combination, the Public Shareholders will own approximately 50.9% of the equity interests or assets of Pubco after the Closing and SilverBox’s management will not be engaged in the management of Pubco’s business. Accordingly, the future performance of Pubco will depend upon the quality of the post-Business Combination board of directors, management and key personnel of Pubco.

Because SilverBox’s Sponsor will lose its entire investment in SilverBox if the Business Combination or an alternative business combination is not completed by August 19, 2026 (or such other date as approved by the SilverBox shareholders), and because SilverBox’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Parataxis was appropriate for SilverBox’s initial business combination.

The Sponsor received 5,000,000 SilverBox Class B Ordinary Shares from SilverBox for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing price of the SilverBox Class A Ordinary Shares on August 26, 2025, which was $10.46 would have an aggregate value of $52,300,000 as of the same date. If SilverBox does not consummate the Business Combination or another initial business combination by August 19, 2026 (or such other date as approved by the SilverBox shareholders), and SilverBox is therefore required to be liquidated, these shares would be worthless, as the Sponsor is not entitled to participate in any redemption or liquidation of the Trust Account. Additionally, unless SilverBox consummates an initial business combination, it is possible that SilverBox’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account (provided, however, that, as of the date of this proxy statement/prospectus, SilverBox’s officers and directors have not incurred (nor are any of the forgoing expecting to occur) out-of-pocket expenses exceeding such funds available to SilverBox for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, SilverBox’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated).

The personal and financial interests of SilverBox’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of SilverBox’s initial business combination, its Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on SilverBox’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses

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incurred in connection with activities on SilverBox’s behalf. However, SilverBox’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of SilverBox’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

The Sponsor paid nominal consideration for the Sponsor Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of SilverBox Shareholders.

The Sponsor has invested in SilverBox an aggregate of $4,575,000, comprised of the $25,000 purchase price for the Sponsor Shares and the $4,550,000 purchase price for the Private Placement Units. Assuming a trading price of $10.46 per share of Pubco upon consummation of the Business Combination (the trading price of the SilverBox Class A Shares as of August 26, 2025), the 5,000,000 Sponsor Shares would have an aggregate implied value of $52,300,000 at that time. Even if the trading price of Pubco Common Stock were as low as approximately $0.92 per share and the Private Placement Units were worthless, the value of the Sponsor Shares would be equal to the Sponsor’s initial investment in SilverBox. If the Business Combination is not completed, however, and if SilverBox is forced to liquidate, the Sponsor will lose its entire investment in SilverBox. As a result, the Sponsor is likely to be able to recoup its investment in SilverBox and make a substantial profit on that investment, even if the Public Shares have lost significant value.

SilverBox’s directors and officers may have interests in the Business Combination that differ from the interests of SilverBox Shareholders.

Executive officers of SilverBox negotiated the terms of the Business Combination Agreement with their counterparts at Parataxis, and the SilverBox Board determined that the Business Combination Agreement and the transactions contemplated thereby are in the best interests of SilverBox and its shareholders, and approved the Business Combination Agreement and the transactions contemplated thereby. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that SilverBox’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of SilverBox Shareholders, including, but not limited to, the continued service as an officer or director of Pubco, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of Pubco.

The SilverBox Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the transactions contemplated thereby are in the best interests of SilverBox. For a detailed discussion of the special interests that SilverBox’s directors and executive officers may have in the Business Combination, see the section of this proxy statement/​prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.”

You should consider the financial incentives that SilverBox’s officers and directors may have to approve and complete the Business Combination when evaluating whether vote for the Business Combination Proposal, as well as when considering whether to redeem your Public Shares prior to or in connection with the Business Combination.

SilverBox and Parataxis will incur significant transaction and transition costs in connection with the Business Combination.

SilverBox and Parataxis have incurred significant transaction and transition costs in connection with the Business Combination, and Pubco will incur significant costs in operating as a public company following the consummation of the Business Combination. Pubco may also incur additional costs to retain key employees. These expenses will reduce the amount of cash available to be used for other corporate purposes by Pubco if the Business Combination is completed or by SilverBox if the Business Combination is not completed. If the Business Combination is not consummated, SilverBox may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

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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 Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, SilverBox shareholders and Parataxis Securityholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Pubco and Parataxis are able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, SilverBox and Parataxis may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Further, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of SilverBox and Parataxis to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during the interim period prior to Closing. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party, which transactions, if any materialized and were pursued, could have been or could be favorable to such party’s shareholders.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the shareholders of SilverBox (including each of the Shareholder Proposals) and Parataxis Securityholders, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Business Combination Agreement and, in addition to shareholder and member consent, include, among other requirements, that (i) the Pubco Class A Common Stock and Pubco Warrants shall have been approved for listing on Nasdaq or NYSE, (ii) this registration statement will have been declared effective under the Securities Act by the SEC and will remain effective as of the Closing, (iii) all consents required to be obtained from or made with any governmental authority in order to consummate the transactions contemplated by the Business Combination Agreement shall have been obtained or made, (iv) each of the representations and warranties of SilverBox and Parataxis contained in the Business Combination Agreement remain true and correct as of Closing, and (v) no material adverse effect shall have occurred regarding SilverBox or Parataxis since the Business Combination Agreement that remains uncured as of Closing. See “The Business Combination Proposal — Business Combination Agreement — Closing Conditions” below for a more complete summary. SilverBox and Parataxis cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause SilverBox and Parataxis to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, SilverBox may not be able to find another potential candidate for its initial business combination prior to SilverBox’s deadline (currently August 19, 2026, or such other date as approved by the SilverBox shareholders), and SilverBox will be required to liquidate.

If SilverBox is deemed to be an investment company for purposes of the Investment Company Act, SilverBox would be required to institute burdensome compliance requirements and its activities would be severely restricted, which may make it difficult for it to complete the Business Combination or force SilverBox to abandon its efforts to complete an initial business combination

If SilverBox is deemed to be an investment company under the Investment Company Act, the nature of its investments and its ability to issue securities may be restricted. These and other restrictions may make it difficult for SilverBox to complete the Business Combination or to pursue any other initial business combination.

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In addition, SilverBox may become subject to burdensome requirements, including registration as an investment company, adoption of a specific form of corporate structure, and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

Unless SilverBox can quality for an exemption from these requirements, in order not to be regulated as an investment company under the Investment Company Act it must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities. In addition, SilverBox’s activities may not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. SilverBox’s business is to identify and complete a business combination and thereafter to operate the post-business combination business or assets for the long term.

SilverBox does not believe that its principal activities will subject it to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds of these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term, SilverBox intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. SilverBox’s securities are not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended to hold funds pending the earliest to occur of either: (i) the complete of an initial business combination; (ii) the redemption of any Public Shares properly tendered in connection with certain shareholder votes (for example, to approve certain amendments to the Memorandum and Articles of Association); or (iii) absent the completion of an initial business combination within the Combination Period, the return of the funds held in the Trust Account to our Public Shareholders as part of their redemption of the Public Shares. If SilverBox does not invest the proceeds as discussed above, it may be deemed to be subject to the Investment Company Act.

In the adopting release for new rules for SPACs on July 1, 2024 (the “2024 SPAC Rules”), the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of facts and circumstances” requiring individualized analysis. If SilverBox were deemed to be subject to the Investment Company Act, compliance with these regulatory requirements would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination. Moreover, if SilverBox were deemed to be an investment company, and was unable to modify its activities so that it would not be deemed an investment company, SilverBox may fail to satisfy a condition in the Business Combination Agreement, which could result in the termination of the Business Combination Agreement. As a result, the Public Shareholders may only receive their pro rata portion of funds in the Trust Account that are available for distribution to Public Shareholders, and would be unable to realize the potential benefits of the Business Combination, including the possible appreciation of the combined company’s securities, and SilverBox Warrants may expire worthless.

To mitigate the risk that SilverBox might be deemed to be an investment company for purposes of the Investment Company Act, SilverBox may, at any time, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of the Business Combination or SilverBox’s liquidation. As a result, SilverBox may receive less interest on the funds held in the Trust Account than the interest SilverBox would have received pursuant to SilverBox’s original Trust Account investments, which could reduce the dollar amount Public Shareholders would receive upon any redemption or SilverBox’s liquidation.

The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of SilverBox being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, SilverBox may, at any time, instruct Transfer Agent, the

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trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of the Business Combination or the liquidation of SilverBox. SilverBox intends to take such steps in the event that the proposed Business Combination with Parataxis is not consummated or, in the event that SilverBox, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with Parataxis. However, the risks described herein exist even if no such material delay occurs or is determined to be reasonably likely to occur. Following such liquidation, SilverBox may receive less interest on the funds held in the Trust Account than the interest SilverBox would have received pursuant to its original Trust Account investments. However, interest previously earned on the funds held in the Trust Account still may be released to SilverBox to pay its taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account could reduce the dollar amount the Public Shareholders would receive upon any redemption or SilverBox’s liquidation.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that SilverBox may be deemed to be an unregistered investment company, in which case SilverBox may be required to liquidate. Accordingly, SilverBox may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in an interest-bearing demand deposit account, which could further reduce the dollar amount the Public Shareholders would receive upon any redemption or SilverBox’s liquidation, and SilverBox expects to proceed with such steps in the event that that proposed Business Combination with Parataxis is not consummated or in the event that SilverBox, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with Parataxis. Were SilverBox to liquidate, SilverBox’s warrants would expire worthless, and SilverBox’s securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of SilverBox’s securities.

You may only be able to exercise your Pubco Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Pubco Common Stock from such exercise than if you were to exercise such Pubco Public Warrants for cash.

The SilverBox Warrant Agreement provides, and the Amended and Restated Warrant Agreement will provide, that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Pubco Common Stock issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the SilverBox Warrant Agreement; (ii) if Pubco has so elected and the shares of Pubco Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if Pubco has so elected and Pubco calls the Warrants for redemption. If you exercise the Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the Warrants for that number of Pubco Common Stock to the quotient obtained by dividing (x) the product of the number of shares of Pubco Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” of the Pubco Common Stock (as defined in the next sentence) over the exercise price of the Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Pubco Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable. As a result, you would receive fewer shares of Pubco Common Stock from such exercise than if you were to exercise such Warrants for cash.

Pubco may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Pubco will have the ability to redeem all of the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of

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the Pubco Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of shares of Pubco Common Stock and equity-linked securities for capital raising purposes in connection with the closing of the IPO) on each of 20 trading days within a 30 trading-day period commencing once the Warrants become exercisable and ending on the third trading day prior to proper notice of such redemption. Pubco will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of Pubco Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Pubco Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by Pubco, Pubco may exercise its redemption right even if Pubco is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

Pubco may amend the terms of the Warrants in a manner that may be adverse to holders of the Pubco Public Warrants with the approval by the holders of at least a majority of the then outstanding Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of shares of Pubco Common Stock purchasable upon exercise of a Warrant could be decreased, all without your approval.

The Public Warrants were issued in registered form under the SilverBox Warrant Agreement, and the Private Placement Warrants were purchased by the Sponsor pursuant to an exemption to registration, and are governed by the terms of the SilverBox Warrant Agreement, with the exception that such Private Placement Warrants are subject to restriction. The SilverBox Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders of Warrants. Immediately prior to the Closing, Pubco, SPAC, and Trustee shall enter into an assignment and assumption agreement pursuant to which SPAC will assign to Pubco all of its rights, interests, and obligations in and under the SPAC Warrants and the terms and conditions of the SPAC Warrants shall be amended and restated (the “Amended and Restated Public Warrant Agreement”) to, among other things, reflect the assumption of the SPAC Public Warrants by Pubco. Accordingly, Pubco may amend the terms of the Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Warrants approve of such amendment. Although Pubco’s ability to amend the terms of the Warrants with the consent of at least a majority of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Pubco Common Stock purchasable upon exercise of a Warrant.

The SilverBox Warrant Agreement designates, and the Amended and Restated Warrant Agreement will designate, the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Public Warrants, as applicable, which will limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with Pubco.

The SilverBox Warrant Agreement provides, and the Amended and Restated Warrant Agreement will provide, that subject to applicable law, (i) any action, proceeding or claim against Pubco arising out of or relating in any way to the Pubco Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York, (ii) in each case Pubco irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. Pubco will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the SilverBox Warrant Agreement and the Amended and Restated Warrant Agreement do not and will not apply to suits brought to enforce any

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liability or duty created by the Securities Act, Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any Warrants, as applicable, will be deemed to have notice of and to have consented to the forum provisions in the SilverBox Warrant Agreement and the Amended and Restated Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the SilverBox Warrant Agreement, as applicable, is filed in a court other than a court of the State of New York located in the County of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of Warrants, as applicable, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, and (y) having service of process made upon such Warrant holder in any such action brought in such court to enforce the forum provisions by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.

This choice-of-forum provision may limit a Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Pubco, which may discourage such lawsuits. Warrant holders who are unable to bring their claims in the judicial forum of their choosing may be required to incur additional costs in pursuit of actions which are subject to Pubco’s choice-of-forum provisions. Alternatively, if a court were to find this provision of the SilverBox Warrant Agreement or the Amended and Restated Warrant Agreement, inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Pubco may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Pubco’s business, financial condition and results of operations and result in a diversion of the time and resources of Pubco’s management and board of directors.

If SilverBox requires Public Shareholders who wish to redeem their Public Shares to comply with the delivery requirements for redemption, such shareholders may be unable to sell their securities when they wish to if the Business Combination is not approved.

If SilverBox requires Public Shareholders who wish to redeem their Public Shares to comply with specific delivery requirements for redemption and such proposed business combination is not consummated, SilverBox will promptly return such certificates to the applicable Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until SilverBox has returned their securities to them. The market price for SilverBox’s shares may decline during this time and Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek conversion may be able to sell their securities.

Investors may not have sufficient time to comply with the delivery requirements associated with exercise of their redemption rights.

Pursuant to the Memorandum and Articles of Association, SilverBox is required to give a minimum of only five clear days’ notice (meaning 5 days’ notice, excluding the day when the notice is received or deemed to be received and the day for which it is given or which it is to take effect) for an extraordinary general meeting. As a result, if SilverBox requires Public Shareholders who wish to redeem their Public Shares into the right to receive a pro rata portion of the funds in the Trust Account to comply with specific delivery requirements for conversion, holders may not have sufficient time to receive the notice and deliver their shares for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain SilverBox’s securities when they otherwise would not want to.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect SilverBox’s business, including its ability to complete the Business Combination, and results of operations.

SilverBox is subject to laws and regulations enacted by national, regional and local governments. In particular, SilverBox is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on SilverBox’s business, investments and results of operations. In

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addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on SilverBox’s business, including its ability to complete the Business Combination, and results of operations.

The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make Class A Ordinary Shares less attractive to investors or cause SilverBox’s future investments to be subject to U.S. foreign investment regulations.

SilverBox’s Sponsor is SilverBox Sponsor IV LLC, a Delaware limited liability company. The Sponsor currently owns 5,000,000 SilverBox Class B Ordinary Shares, initially purchased by the Sponsor in the private placement occurring prior to the IPO, and 455,000 Private Placement Units, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Stephen M. Kadenacy, our Chief Executive Officer and the Chairman of the Board, is a U.S. citizen and is a co-managing member of the Sponsor with Joseph Reece, the Founding Partner of SilverBox. Other members of the Sponsor include certain officers and directors of SilverBox and other third party investors, who are all U.S. citizens. The Sponsor is not controlled by any non-U.S. persons on a look-through basis. To the best of SilverBox’s knowledge, the Sponsor does not have substantial ties or substantial interests with any non-U.S. persons. Assuming no redemptions, the Sponsor is expected to own approximately 13.5% of Pubco following the Business Combination, assuming that the other conditions and assumptions incorporated in the sections of this proxy statement/prospectus entitled “Beneficial Ownership of Securities” and “Comparative Historical and Unaudited Financial Information” are also accurate as of the Closing Date.

Certain acquisitions or an initial business combination may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, SilverBox may not be able to consummate an initial business combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies SilverBox may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect SilverBox’s ability to consummate an initial business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to SilverBox or a target. In such event, SilverBox may not be able to consummate a transaction with that potential target.

SilverBox does not believe that the business combination with Parataxis is subject to review by CFIUS. However, if SilverBox does not complete the business combination with Parataxis, the pool of other potential targets with whom SilverBox could complete an initial business combination may be limited and SilverBox may be adversely affected in competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because SilverBox has only a limited time to complete its initial business combination, SilverBox’s failure to obtain any required approvals within the requisite time period may require SilverBox to liquidate. If SilverBox liquidates, Public Shareholders may only receive a pro rata amount of the funds in the Trust Account, and SilverBox’s

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warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in Pubco.

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.

Pubco’s management will have broad discretion over the use of proceeds from the SEPA. Pubco intends to use the net proceeds, if any, from the SEPA for general corporate purposes, which may include, among other things, working capital. Pubco’s management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase Pubco’s operating results or enhance the value of shares of Pubco Class A Common Stock.

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.

Based on Parataxis’ and SilverBox’s current capitalization, SilverBox anticipates the total maximum number of shares of Pubco Common Stock outstanding or issuable immediately following the Closing will be approximately 34,098,723 shares (excluding shares of Pubco Common Stock subject to earnout restrictions as described below). The Pubco Common Stock is expected to be comprised of: (i) 5,305,000 shares of Pubco Common Stock issuable to the Sponsor (excluding the 150,000 Sponsor Earnout Shares); (ii) 20,000,000 shares of Pubco Common Stock issuable to Public Shareholders and (iii) 14,030,000 shares issuable to Parataxis Securityholders. In addition, Parataxis Securityholders will also receive or be eligible to receive, on a pro rata basis, up to an aggregate of 7,500,000 Earnout Securities upon achievement of the following share prices: Two-Thirds (2/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period and one-third (1/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period. All of the Earnout Shares will be accelerated and released if, during the Earnout Period, Pubco is subject to a change of control in which the implied consideration per share of Pubco Class A Common Stock equals or exceeds $12.50 per share. The Sponsor is also expected to hold 150,000 Sponsor Earnout Shares that will be subject to vesting. The Sponsor Earnout Shares will vest along the same terms as the Earnout Shares.

If any of the Public Shares are redeemed in connection with the Business Combination, the percentage of outstanding SilverBox Ordinary Shares held by the Public Shareholders will decrease and the percentages of the outstanding Pubco Common Stock held immediately following the Business Combination by the Sponsor and the Parataxis Securityholders will increase. To the extent that any additional awards are issued under the proposed 2025 EIP or proposed ESPP, SilverBox’s existing shareholders may experience dilution. Such dilution could, among other things, limit the ability of SilverBox’s current shareholders to influence Pubco’s management through the election of directors following the Closing.

There are risks to unaffiliated investors by taking Parataxis public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain risks as a result of Parataxis going public through a merger rather than through a traditional underwritten initial public offering. Unlike a traditional underwritten initial public offering of Parataxis’ securities, the initial listing of Pubco’s securities as a result of the Business Combination will not benefit from the following:

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the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities; and

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underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

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The lack of such a process in connection with the listing of Pubco’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing than in connection with an underwritten initial public 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.

As of August 26, 2025, there was approximately $210.3 million in the Trust Account. There can be no assurances that we will be able to retain all of the cash in the Trust Account. In particular, if a significant number of Public Shareholders exercise their redemption right in connection with the Business Combination, the amount of cash left remaining in the Trust Account upon consummation of the Business Combination will be lower than contemplated. Any such shortfall will reduce the amount of available working capital for Pubco, which may materially and adversely affect Pubco’s business, financial condition and results of operations.

Some of SilverBox’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination or other proposals described in this proxy statement/​prospectus without regard to your interests or in determining whether Parataxis is an appropriate target for SilverBox’s initial business combination.

On August 19, 2025, the Sponsor paid $25,000 to cover certain of the offering costs of the IPO in consideration of SilverBox Class B Ordinary Shares. Prior to the initial investment of $25,000 by the Sponsor, SilverBox had no assets. As a result of various transactions, the Sponsor (together with its permitted transferees) currently holds an aggregate of 5,455,000 SilverBox Class A Ordinary Shares, which represents 21.4% of the outstanding SilverBox Ordinary Shares as of the Record Date. The SilverBox Class A Ordinary Shares may become worthless if we do not complete an initial business combination. In addition, the Sponsor purchased an aggregate of 455,000 Private Placement Units for an aggregate purchase price of $4,550,000 at a price of $10.00 per unit, in a private placement that closed simultaneously with the closing of the IPO. Pursuant to the Letter Agreement, 150,000 of the Sponsor’s SilverBox Class A Ordinary Shares are subject to vesting during the Earnout Period. If we do not consummate an initial business combination within the Combination Period, the Private Placement Warrants may expire worthless. Additionally, SilverBox Securities LLC, an affiliate of the Sponsor, acted as an advisor to SilverBox in connection with the IPO and will receive a deferred IPO advisory fee of $2,030,000 in connection with the Closing. Joseph Reece, SilverBox’s Founding Partner, Jin Chun, SilverBox’s Chief Operating Officer, and Daniel Esters, SilverBox’s Chief Financial Officer and a director, are officers of SilverBox Securities, and will participate in a portion of the fees payable to SilverBox Securities. The personal and financial interests of certain of SilverBox’s officers and directors may influence or have influenced them in identifying and selecting a target for SilverBox’s initial business combination, completing the Business Combination and the operation of Pubco following the Business Combination.

The Sponsor, members of the SilverBox Board and SilverBox’s executive officers, and their respective affiliates have incurred out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing, the Sponsor, members of the SilverBox Board and SilverBox’s officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on SilverBox’s behalf, such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed within the Combination Period the Sponsor, members of the SilverBox Board and SilverBox’s officers, and any of their respective affiliates will not be eligible for any such reimbursement.

Certain officers and members of the SilverBox Board also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours, including arrangements for their continued service as directors of Pubco.

Further, the Sponsor has agreed to vote its SilverBox Ordinary Shares, and the Sponsor, members of the SilverBox Board and SilverBox’s officers have agreed (and their permitted transferees will agree) to vote any Public Shares acquired in or after the IPO in favor of SilverBox’s initial business combination. The Sponsor and each of the members of the SilverBox Board and SilverBox’s officers have also agreed to waive

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their redemption rights with respect to any SilverBox Class A Ordinary Shares and any Public Shares in connection with the redemption of SilverBox Ordinary Shares upon the completion of an initial business combination.

Among others, these interests may influence or have influenced the Sponsor and the executive officers and members of the SilverBox Board to support or approve the Business Combination and the other proposals described in this proxy statement/prospectus. The personal and financial interests of our officers and certain members of the SilverBox Board may have influenced their motivation in identifying and selecting Parataxis and seeking to complete a business combination with Parataxis, and may influence their operation of Pubco following the Business Combination. This risk may become more acute as the end of the Business Combination nears. For more information concerning the interests of members of the SilverBox Board and SilverBox’s executive officers, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination.”

The exercise of SilverBox Board members’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in SilverBox Shareholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require SilverBox to consider agreeing to amend the Business Combination Agreement, to consent to certain actions taken by Parataxis or to waive rights to which SilverBox is entitled under the Business Combination Agreement. Such events could arise because of changes in the course of Parataxis’ business, a request by Parataxis to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Parataxis’ business and would entitle SilverBox to terminate the Business Combination Agreement. In any such circumstances, it would be at SilverBox’s discretion, acting through the SilverBox Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more members of the SilverBox Board described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what such director may believe is best for SilverBox and its shareholders and what such director may believe is best for themselves in determining whether or not to take the requested action. SilverBox does not believe there will be any changes or waivers that members of the SilverBox Board and SilverBox’s executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, SilverBox will circulate a new or amended proxy statement/prospectus and resolicit SilverBox Shareholders if changes are required with respect to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

The fairness opinion obtained by the SilverBox Board 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.

The SilverBox Board has obtained a fairness opinion, dated as of August 6, 2025, attached to this proxy statement/prospectus as Annex H (the “Fairness Opinion”), from Newbridge. SilverBox has not obtained, and will not obtain, an updated opinion as of the date of this proxy statement/prospectus from Newbridge. Changes in the operations and prospects of SilverBox or Parataxis, general market and economic conditions, cost and other estimates with respect to revenues and margins and other factors that may be beyond the control of SilverBox and Parataxis, and on which the Fairness Opinion was based, and may alter the value of Parataxis or the price of SilverBox Ordinary Shares or Parataxis’ securities by the time the Business Combination between SilverBox and Parataxis is completed. Some of these factors may change from the date of the Fairness Opinion. The Fairness Opinion does not speak to the time the Business Combination will be completed or to any other dates other than the date of the Fairness Opinion. As a result, the Fairness Opinion will not address the fairness of the base purchase price, which excluded the Sponsor

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Earnout Shares, from a financial point of view, at the time the Business Combination is completed. For a description of the Fairness Opinion that SilverBox received from Newbridge, please see “The Business Combination Proposal — Fairness Opinion of Newbridge Securities Corporation.”

SilverBox’s securities may be delisted from trading, which could limit investors’ ability to make transactions in such securities and subject SilverBox to additional trading restrictions.

The SilverBox Units, SilverBox Class A Ordinary Shares and Public Warrants are listed on the NYSE. Although SilverBox currently meets the continued listing standards set forth in the NYSE listing standards, SilverBox cannot assure you that its securities will continue to be listed on the NYSE in the future or prior to the Business Combination. To continue listing SilverBox’s securities on the NYSE prior to the Business Combination, SilverBox must maintain certain financial, distribution and share price levels. Generally, SilverBox must maintain a minimum market capitalization (generally $50.0 million), a minimum market capitalization attributable to publicly held shares (generally $40.0 million) and a minimum number of holders of SilverBox’s securities (generally 300 public holders).

If the NYSE delists SilverBox’s securities from trading on its exchange and SilverBox is not able to list its securities on another stock exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, Parataxis may not be required to consummate the Business Combination. In the event that Parataxis elects to waive this condition, and the Business Combination is consummated without our securities being listed on a stock exchange, we could face significant material adverse consequences, including:

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a limited availability of market quotations for its securities;

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reduced liquidity for its securities;

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a determination that our securities are a “penny stock” which will require brokers trading in our securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because SilverBox Class A Ordinary Shares are listed on NYSE, a national securities exchange, SilverBox Class A Ordinary Shares qualify as covered securities under the statute. If our securities are not listed on a stock exchange, such securities may not qualify as covered securities and may be subject to regulation in each state in which we offer our securities, because states are not preempted from regulating the sale of securities that are not covered securities.

During the pendency of the Business Combination, SilverBox will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries into the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of SilverBox to make or consider other acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, SilverBox may be at a disadvantage to its competitors during that period. While the Business Combination Agreement is in effect, neither SilverBox nor Parataxis may solicit, assist, initiate, engage or facilitate the making, submission or announcement of or encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to SilverBox Shareholders than the Business Combination. If the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination

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following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

SilverBox and Parataxis will incur significant transaction costs in connection with the Business Combination, which could be higher than currently anticipated.

SilverBox and Parataxis have both incurred and expect to continue to incur significant, nonrecurring costs in connection with consummating the Business Combination. Certain transaction expenses incurred in connection with the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Pubco following the Closing.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, any definitive agreement relating to the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed.

Even if the Business Combination Agreement is approved by the shareholders of SilverBox, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. SilverBox does not control the satisfaction of all such conditions. For a list of the material closing conditions contained in the Business Combination Agreement, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.” SilverBox and Parataxis may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause SilverBox and Parataxis to each lose some or all of the intended benefits of the Business Combination.

SilverBox will not have any right to make damages claims against Parataxis for the breach of any representation, warranty or covenant made by Parataxis in the Business Combination Agreement.

The Business Combination Agreement provides that none of the representations, warranties, covenants obligations or other agreements of the parties contained in the Business Combination Agreement shall survive the Closing, except for in the case of fraud, or those covenants and agreements that by their terms expressly apply in whole or in part after the Closing, and then only with respect to breaches occurring after Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement after the Closing of the Business Combination, except for covenants to be performed in whole or in part after the Closing, or in the case of fraud. As a result, other than the foregoing sentence, SilverBox will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Parataxis at the time of the Business Combination.

The Business Combination may be materially adversely affected by difficult market and geopolitical conditions.

Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies. Sanctions imposed by the United States and other countries in connection with hostilities between Russia and Ukraine and tensions between China and Taiwan have caused additional financial market volatility and affected the global economy. Concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. Market uncertainty and volatility have also been magnified following the 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. For example, the United States has recently enacted and proposed to enact significant new and increased tariffs, including on Mexican, Canadian, and Chinese goods. Additionally, the new Presidential Administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes

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to U.S. trade policies, treaties and tariffs. These events may delay or prevent us from completing the Business Combination.

Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Pubco Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Pubco Board’s attention and resources from our business, which may adversely affect our business, financial condition and results of operations. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. We may also be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

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.

As with most SPACs’ initial public offerings in recent years, SilverBox issued shares as part of the SilverBox Units for $10.00 per unit upon the closing of its IPO. As with other SPACs, the $10.00 per share price of SilverBox reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account prior to the closing of the Business Combination. Following the IPO the proceeds held in the Trust Account were initially equal to approximately $10.05 per share, and as of August 26, 2025 were equal to approximately $10.51 per share. Following the Closing, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of the combined company, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly less than both the Redemption Price and the amount per share initially held in the Trust Account upon consummation of the IPO.

Risks Related to the Domestication

Because SilverBox is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Because SilverBox is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the Domestication. SilverBox is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon members of the SilverBox Board or SilverBox’s executive officers, or enforce judgments obtained in the U.S. courts against members of the SilverBox Board or SilverBox’s officers.

Until the Domestication is effected, SilverBox’s corporate affairs are governed by the Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against members of the SilverBox Board, actions by minority shareholders and the fiduciary responsibilities of members of the SilverBox Board to SilverBox under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of SilverBox Shareholders and the fiduciary responsibilities of members of the SilverBox

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Board under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

SilverBox has been advised by Maples and Calder (Cayman) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against SilverBox judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state and (ii) in original actions brought in the Cayman Islands, to impose liabilities against SilverBox predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of the above, the Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by SilverBox’s executive officers, members of the SilverBox Board or controlling shareholders than they would as public shareholders of a U.S. company.

The Domestication may result in adverse tax consequences for holders of SilverBox Class A Ordinary Shares and SilverBox Warrants on SilverBox Class A Ordinary Shares, including holders exercising their redemption rights with respect to the SilverBox Class A Ordinary Shares.

SilverBox intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, i.e., an F Reorganization. If the Domestication fails to qualify as an F Reorganization, a U.S. Holder generally would recognize gain or loss with respect to its SilverBox Class A Ordinary Shares or SilverBox Warrants on SilverBox Class A Ordinary Shares in an amount equal to the difference, if any, between the sum of the fair market value of the corresponding SilverBox Class A Common Shares and SilverBox Warrants on SilverBox Class A Common Shares that are received in the Domestication and the U.S. Holder’s adjusted tax basis in its SilverBox Class A Ordinary Shares or SilverBox Warrants on SilverBox Class A Ordinary Shares surrendered. U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication.

Additionally, as a result of the Domestication, Non-U.S. Holders generally will become subject to withholding tax on any amounts treated as dividends paid on SilverBox Class A Common Shares after the Domestication.

Assuming that the Domestication qualifies as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders generally will be subject to Section 367(b) of the Code in connection with the Domestication, and, as a result:

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a U.S. Holder who owns (directly, indirectly or constructively) stock constituting at least 10% by vote or value in SilverBox (a “10% U.S. Shareholder”) on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by SilverBox the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the SilverBox Class A Ordinary Shares held directly by such U.S. Holder;

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a U.S. Holder whose SilverBox Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder generally will recognize gain (but not loss) with respect to its SilverBox Class A Ordinary

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Shares as if such U.S. Holder exchanged its SilverBox Class A Ordinary Shares for SilverBox Class A Common Shares in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by SilverBox the “all earnings and profits” amount (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to such U.S. Holder’s SilverBox Class A Ordinary Shares; and

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a U.S. Holder whose SilverBox Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, generally will not recognize any gain or loss or include any part of SilverBox’s earnings and profits in income under Section 367(b) of the Code in connection with the Domestication.

Additionally, even if the Domestication qualifies as an F Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive proposed effective dates) generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, exchanging SilverBox Warrants on SilverBox Class A Ordinary Shares for newly issued SilverBox Warrants that represent the right to purchase SilverBox Class A Common Shares in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. SilverBox believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of SilverBox Class A Ordinary Shares to recognize gain under the PFIC rules on the exchange of SilverBox Class A Ordinary Shares for SilverBox Class A Common Shares pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s SilverBox Class A Ordinary Shares. The proposed Treasury Regulations under Section 1291(f) of the Code provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges SilverBox Warrants on SilverBox Class A Ordinary Shares for newly issued SilverBox Warrants on SilverBox Class A Common Shares; under current law, however, the elections mentioned above do not apply to warrants. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of SilverBox. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

All investors in SilverBox are urged to consult their own tax advisors for the tax consequences of the Domestication to their particular situation. For a more detailed description of the U.S. federal income tax consequences associated with the Domestication, see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

Upon the Closing, the rights of holders of the Pubco Common Stock arising under the DGCL will differ from and may be less favorable to the rights of holders of SilverBox Ordinary Shares arising under the Companies Act.

Upon the Closing, the rights of holders of Pubco Common Stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Companies Act. Therefore, some rights of holders of Pubco Common Stock could differ from the rights that holders of SilverBox Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that Pubco becomes involved in costly litigation, which could have a material adverse effect on Pubco.

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For a more detailed description of the rights of holders of the Pubco Common Stock under the DGCL and how they may differ from the rights of holders of SilverBox Ordinary Shares under the Companies Act, please see the section of this proxy statement/prospectus entitled “Comparison of Corporate Governance and Stockholders’ Rights.”

Delaware law and the Proposed Certificate of Incorporation and Proposed Bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Certificate of Incorporation and Proposed Bylaws that will be in effect at the Closing differ from the Memorandum and Articles of Association. Among other differences, the Proposed Certificate of Incorporation, the Proposed Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Pubco Board and therefore depress the trading price of the Pubco Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current members of the Pubco Board or taking other corporate actions, including effecting changes in management. Among other things, the Proposed Certificate of Incorporation and Proposed Bylaws include provisions regarding:

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the ability of the Pubco Board to issue shares of Pubco Preferred Stock, known as “blank check” preferred stock, and to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any series of Pubco Preferred Stock, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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the limitation of the liability of, and the indemnification of, Pubco’s directors and officers;

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the right, subject to the rights of holders of Pubco Preferred Stock to elect directors under specific circumstances, of the Pubco Board to appoint a director to fill a vacancy or unfilled seat created by the expansion of the Pubco Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies or other unfilled seats on the Pubco Board;

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the requirement, so long as the Pubco Board is classified, that directors may only be removed from the Pubco Board for cause and upon the affirmative vote of the holders of at least the majority of the total voting power of the issued and outstanding Pubco Common Stock entitled to vote in the election of directors, voting as a single class;

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the requirement that, subject to the terms of any series of Pubco Preferred Stock, a special meeting of stockholders may be called only by: (i) the Pubco Board acting pursuant to a resolution adopted by a majority of the directors then serving on the Pubco Board; (ii) the chairperson of the Pubco Board; or (iii) the Chief Executive Officer or president of Pubco and the explicit prohibition on stockholders calling a special meeting, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

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controlling the procedures for the conduct and scheduling of the Pubco Board and stockholder meetings;

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the requirement for the affirmative vote of holders of at least 662∕3% of the total voting power of all of the then outstanding voting securities of Pubco entitled to vote thereon, voting together as a single class, to amend or modify certain provisions in the Proposed Certificate of Incorporation which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Pubco Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

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the ability of the Pubco Board to alter or amend the Proposed Bylaws, which may allow the Pubco Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Proposed Bylaws to facilitate an unsolicited takeover attempt; and

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advance notice procedures with which stockholders of Pubco must comply to nominate candidates to the Pubco Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders

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and delay changes in the Pubco Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Pubco.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Pubco Board or management.

As a Delaware corporation, Pubco will generally be subject to provisions of Delaware law, including the DGCL. See the section of this proxy statement/prospectus entitled “Description of Pubco Securities — Anti-Takeover Effects of the Proposed Certificate of Incorporation, the Proposed Bylaws and Certain Provisions of Delaware Law.”

Any provision of the Proposed Certificate of Incorporation, Proposed Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of Pubco’s Common Stock and could also affect the price that some investors are willing to pay for Pubco Common Stock.

The Proposed Certificate of Incorporation and the Proposed Bylaws are attached as Annex B and Annex C to this proxy statement/prospectus and we urge you to read them.

The Proposed Certificate of Incorporation will not limit the ability of the Sponsor, certain affiliates or funds associated with the Sponsor or our non-employee directors to compete with us.

The Sponsor, certain affiliates or funds associated with the Sponsor and our non-employee directors and their respective affiliates engage in a broad spectrum of activities, including investments in similar business activities or lines of business in which Parataxis now engages or proposes to engage. In the ordinary course of their business activities, the Sponsor, certain affiliates or funds associated with the Sponsor and our non-employee directors and their respective affiliates may engage in activities in which their interests conflict with Pubco’s interests or those of its stockholders. The Proposed Certificate of Incorporation will provide that, to the fullest extent permitted by law, none of the Sponsor, certain affiliates or funds associated with the Sponsor, our non-employee directors or any of their respective affiliates (including any non-employee director who serves as an officer of Pubco in such person’s director and officer capacities) will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which Pubco engages or proposes to engage or otherwise competing with Pubco, its stockholders, or any of its affiliates.

Further, to the fullest extent permitted by law, in the event that any of the Sponsor, certain affiliates or funds associated with the Sponsor and our non-employee directors and their respective affiliates acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and Pubco or any of its affiliates, they will have no duty to communicate or offer such transaction or other business opportunity to Pubco or any of its affiliates and will not be liable to Pubco or its stockholders or to any of its affiliates for breach of any fiduciary duty as a stockholder, director or officer of Pubco solely by reason of the fact that they pursue or acquire such corporate opportunity for themselves, offer or direct such corporate opportunity to another Person, or do not communicate information regarding such corporate opportunity to Pubco or any of its affiliates. The Sponsor, certain affiliates or funds associated with the Sponsor and their respective directors and officers may pursue, in their capacities other than as directors of the Pubco Board, acquisition opportunities that may be complementary to Pubco’s business, and, as a result, those acquisition opportunities may not be available to Pubco. The Sponsor, certain affiliates or funds associated with the Sponsor and their respective directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Risks Related to the Redemption

There is no guarantee that a Public Shareholder’s decision whether to redeem its SilverBox Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

SilverBox cannot assure you as to the price at which a public shareholder may be able to sell the shares of Pubco Common Stock in the future following the completion of the Business Combination. Certain events

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following the consummation of any business combination, including the Merger, may cause an increase in Pubco share price, and may result in a lower value realized now than a SilverBox shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s Public Shares. Similarly, if a Public Shareholder does not redeem such shareholder’s shares, such shareholder will bear the risk of ownership of Pubco Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell such shareholder’s shares of Pubco Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult such shareholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

If Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/​prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

SilverBox intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite SilverBox’s compliance with these rules, if a SilverBox shareholder fails to receive SilverBox’s proxy materials, such shareholder may not become aware of the opportunity to redeem its SilverBox Ordinary Shares. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a Public Shareholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their redemption rights, the Public Shareholders are required to deliver their Public Shares, either physically or electronically using Transfer Agent’s DWAC System, to SilverBox’s transfer agent prior to the vote at the SilverBox Extraordinary General Meeting. If a public shareholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, SilverBox will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the public shareholder will no longer own such Public Shares following the Merger. See the section entitled “Extraordinary General Meeting of SilverBox Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of SilverBox shareholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, or all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the Public Shares.

A public shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s Public Shares or, if part of such a group, the group’s Public Shares, in excess of 15% of the Public Shares, without the prior consent of SilverBox. However, SilverBox shareholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in SilverBox if you sell such excess Public Shares in open market transactions. SilverBox cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per share redemption price.

Risks Related to Tax Consequences for SilverBox Shareholders

A 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from whom or which the stock is repurchased. Because we are domesticating and continuing as a Delaware corporation and our securities will continue to trade on a Stock Exchange, we believe that we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

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However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax.

Any redemption or other repurchase that we make after the Domestication may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Business Combination; (ii) the nature and amount of any equity issuances in connection with the Business Combination, including the Mergers and any PIPE Investment (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination); and (iii) the content of regulations and other guidance from the U.S. Department of Treasury. Prior to the consummation of the Business Combination, funds in the Trust Account, including any interest thereon, will not be used to pay for any Excise Tax. If we consummate the Business Combination, any Excise Taxes from redemptions of shares of Public Shares in connection with the Business Combination would reduce the funds available to Pubco for working capital following the Business Combination.

If the Mergers and the Preferred Equity Investment, taken together, do not qualify either as transactions described in Section 351 of the Code for U.S. federal income tax purposes and the SPAC Merger does not otherwise qualify as a reorganization within the meaning of Section 368(a) of the Code, U.S. Holders of SilverBox Class A Common Shares will be required to recognize gain or loss for U.S. federal income tax purposes upon the exchange of their SilverBox Class A Common Shares for Pubco Common Stock.

The U.S. federal income tax consequences of the Mergers to U.S. Holders of SilverBox Class A Common Shares generally will depend on whether the Mergers and the Preferred Equity Investment, taken together, qualify as transactions described in Section 351 of the Code for U.S. federal income tax purposes or whether the SPAC Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code. If the Mergers fail to qualify as either, a SilverBox U.S. Holder generally would recognize gain or loss for U.S. federal income tax purposes on each SilverBox Common Share surrendered in the SPAC Merger for Pubco Common Stock and the earnout right. For a more complete discussion of the material U.S. federal income tax consequences of the Mergers, please carefully review the information in the section entitled “Material U.S. Federal Income Tax Considerations” in this proxy statement/prospectus. Each U.S. Holder of SilverBox Class A Ordinary Shares should consult its own tax advisor to determine the particular tax consequences to it in light of its own particular circumstances if the SPAC Merger fails to qualify as either a reorganization described in Section 368(a) of the Code or a transaction described in Section 351 of the Code for U.S. federal income tax purposes.”

If the SPAC Merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, U.S. Holders of SilverBox Warrants on SilverBox Class A Common Shares will be required to recognize gain or, potentially, loss for U.S. federal income tax purposes upon the exchange of their SilverBox Common Shares for Pubco Common Stock.

Specifically, if the SPAC Merger qualifies as part of an exchange governed only by Section 351 of the Code and not as a reorganization under Section 368(a) of the Code, a U.S. Holder with no SilverBox Class A Common Shares whose SilverBox Warrants on SilverBox Class A Common Shares convert into Pubco Warrants in the SPAC Merger will recognize gain or loss upon such exchange equal to the difference between the fair market value of the Pubco Warrants received and such U.S. Holder’s adjusted basis in its SilverBox Warrants on SilverBox Class A Common Shares.

Further, if the SPAC Merger qualifies as part of an exchange under Section 351 of the Code and not under Section 368(a) of the Code, a U.S. Holder who holds both SilverBox Class A Common Shares and SilverBox Warrants on SilverBox Class A Common Shares and who receives Pubco Class A Common Stock in exchange for SilverBox Class A Common Shares and whose SilverBox Warrants on SilverBox Class A Common Shares convert into Pubco Warrants in the SPAC Merger will recognize gain — but not loss — In an amount equal to the lesser of (i) the amount of gain realized by such holder and (ii) the fair market value of the Pubco Warrants received by such holder in such exchange. For a more complete discussion of the material U.S. federal income tax consequences of the Mergers, please carefully review the information in the section entitled “Material U.S. Federal Income Tax Considerations” in this proxy statement/

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prospectus. Each U.S. Holder of SilverBox Warrants should consult its own tax advisor to determine the particular tax consequences to it in light of its own particular circumstances of the Business Combination.

There may be potential conflicts and allocation of corporate opportunities between PCM and Pubco.

PCM and Pubco are affiliated entities with overlapping business interests, which may give rise to actual or potential conflicts regarding the allocation of business opportunities. To address these circumstances, a conflicts and allocation of opportunities policy will be in place to govern the manner in which corporate opportunities are allocated among PCM, Pubco, and their respective affiliates.

However, there can be no assurance that all corporate opportunities will be allocated in accordance with the policy or that such potential conflicts will always be resolved in favor of Pubco. In the event that corporate opportunities come to the attention of persons affiliated with PCM or Pubco and are not allocated to Pubco in accordance with the policy, Pubco could be deprived of such opportunities, which could have a material adverse effect on its business, financial condition, and prospects.

Despite the existence of an allocation policy, Pubco may lose the benefit of business prospects identified by PCM, and Pubco’s ability to grow and compete could suffer as a result.

Risks Related to Being a Public Company

The market price of Pubco Class A Common Stock may be volatile and decline materially as a result of volatility in Bitcoin or the digital asset markets generally, or for other reasons. You should be aware that you may lose some or all of your investment.

The trading price of Pubco Class A Common Stock following completion of the Business Combination is likely to be volatile. The stock market has recently experienced and in the future may experience extreme volatility. This volatility has often been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares of Pubco Class A Common Stock at an attractive price due to a number of factors such as the following:

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Pubco’s operating and financial performance and prospects;

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risk of Pubco’s credit rating being downgraded;

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Pubco’s quarterly or annual earnings or those of other companies in its industry compared to market expectations;

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conditions that impact demand for Pubco’s future products and/or services;

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future announcements concerning Pubco’s business, its customers’ businesses or its competitors’ businesses;

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the public’s reaction to Pubco’s press releases or other public announcements and filings with the SEC;

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the market’s reaction to Pubco’s reduced disclosure and other requirements as a result of being an “emerging growth company” under the JOBS Act;

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the size of Pubco’s public float;

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volatility in Bitcoin, Pubco’s principal asset;

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the control by the Key Company Holder over Pubco, which results in Pubco being expected to qualify as a “controlled company” under securities exchange rules, and may create conflicts of interest between Pubco and the Key Company Holder;

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coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

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market and industry perception of Pubco’s success, or lack thereof, in pursuing its strategy;

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strategic actions by Pubco or its competitors, such as acquisitions or restructurings;

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changes in laws or regulations which adversely affect Pubco’s industry or Pubco;

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privacy and data protection laws, privacy or data breaches, or the loss of data;

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changes in Pubco’s accounting standards, policies, guidance, interpretations or principles;

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changes in Pubco’s senior management or key personnel;

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issuances, exchanges or sales, or expected issuances, exchanges or sales of Pubco Class A Common Stock;

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changes in Pubco’s dividend policy;

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the lack of voting rights;

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failure by Pubco to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions, international sanctions or a change in regulations or enforcement policies that adversely affects Pubco’s operations;

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adverse resolution of new or pending investigation, regulatory action or litigation against Pubco; and

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changes in general market, economic and political conditions in the United States and other global economies or financial markets, including those resulting from inflation and related monetary policy in response to inflation, natural disasters, terrorist attacks, acts of war and responses to such events.

Broad market and industry factors may materially reduce the market price of Pubco Class A Common Stock, regardless of Pubco’s operating performance. In addition, price volatility may be greater if the public float and trading volume of Pubco Class A Common Stock is low. As a result, you may suffer a loss on your investment.

Pubco’s share price may be exposed to additional risks because Pubco’s business will become a public company through a “de-SPAC” transaction. There has been increased focus by government agencies on such transactions, and Pubco expects that increased focus to continue. Pubco may be subject to increased scrutiny by the SEC and other government agencies on holders of Pubco securities as a result, which could adversely affect the price of Pubco Class A Common Stock.

A substantial part of Pubco’s assets following the Business Combination will be its Bitcoin holdings and cash and cash equivalents from the proceeds of the Business Combination and the Preferred Equity Investment not invested in Bitcoin. Although Pubco is expected to have certain other operations, Pubco will depend on such retained cash and cash equivalents to pay its debts and other obligations.

Upon consummation of the Business Combination, a substantial part of Pubco’s assets will be its Bitcoin holdings and cash and cash equivalents from the proceeds of the Business Combination and the Preferred Equity Investment not invested in Bitcoin. While Pubco plans to generate revenue through its digital assets platform, its business strategies are subject to risks as described in this section. Pubco’s ability to pay taxes and operating expenses, as well as its debt service obligations in the future, if any, will be largely dependent upon the financial results and cash flows resulting from its business strategies. There can be no assurance that Pubco will generate sufficient cash flow, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit the sale of Bitcoin that secures then-outstanding notes in order to fund working capital needs. Pubco may default on contractual obligations or have to borrow additional funds. In the event that Pubco is required to borrow additional funds, it could adversely affect its liquidity and subject it to additional restrictions imposed by lenders. If Pubco enters into additional financing or other agreements in the future, Pubco cannot make assurances that these agreements will be on favorable terms or that they will not restrict the distribution of dividends or other payments to shareholders.

Pubco’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. Pubco’s failure to raise capital when needed could harm its business, operating results and financial condition.

Pubco cannot be certain if it will generate sufficient cash though its digital assets platform. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable

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terms, Pubco may be unable to invest in future growth opportunities, which could harm Pubco’s business, operating results and financial condition. Pubco will incur debt and may from time to time issue additional notes in order to further its Bitcoin acquisition strategy. If Pubco incurs additional debt, the debt holders could also have rights senior to holders of Pubco Common Stock to make claims on Pubco’s assets. The terms of any debt could restrict Pubco’s operations, including its ability to pay dividends on Pubco Class A Common Stock. As a result, Pubco stockholders bear the risk of future issuances of debt securities reducing the value of the shares of Pubco Class A Common Stock.

The issuance of additional shares or convertible securities by Pubco could make it difficult for another company to acquire Pubco, may dilute the ownership of Pubco stockholders and could adversely affect the price of Pubco Class A Common Stock.

Pubco may obtain additional financing and may issue additional shares and/or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity and/or preferred shares. Issuing additional shares of Pubco Stock, other equity securities, and/or securities convertible into equity may dilute the economic and voting rights of Pubco’s existing stockholders, reduce the market price of outstanding shares of Pubco Class A Common Stock and Pubco Warrants, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Pubco Preferred Stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit Pubco’s ability to pay dividends to the holders of Pubco Class A Common Stock. The potential issuance of additional securities may delay or prevent a change in control of Pubco, discourage bids for Pubco’s securities at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of Pubco’s securities, including Pubco Class A Common Stock. Pubco’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of Pubco Class A Common Stock bear the risk that Pubco’s future offerings and exercise of any options under any stock option plans that Pubco may implement may reduce the market price of Pubco Class A Common Stock and dilute their percentage ownership. See the section entitled “Description of Pubco Securities.”

Future resales of Pubco Class A Common Stock after the consummation of the Business Combination may cause the market price of Pubco’s securities to drop significantly, even if Pubco’s business is doing well.

The Lock-Up Agreements and the Insider Letter provide that after the consummation of the Business Combination and subject to certain exceptions, the Pubco Stock received by the Significant Parataxis Securityholders will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions, as described in the section “The Business Combination Proposal — Certain Agreements Related to the Business Combination  — Lock-Up Agreements.”

However, following the expiration of such lock-up, the Significant Parataxis Securityholders will not be restricted from selling Pubco Stock held by them, other than by applicable securities laws.

In addition, pursuant to the A&R Registration Rights Agreement, Pubco will (i) assume the registration obligations of SilverBox under such registration rights agreement, with such rights applying to the shares of Pubco Class A Common Stock and (ii) provide the Parataxis Securityholders party thereto with registration rights with respect to the resale of shares of Pubco Class A Common Stock. Based on the assumptions included elsewhere in this proxy statement/prospectus, Pubco estimates that up to approximately 27,173,723 shares of Pubco Class A Common Stock held by such holders will be subject to registration rights following Closing.

As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of Pubco Class A Common Stock and the market price of Pubco Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

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Pubco will incur significant costs post-Business Combination as a result of being a public company, including additional legal, accounting, insurance and other expenses, as well as costs associated with public company reporting requirements.

Pubco will incur significant legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. Pubco will incur significant costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and related rules implemented by the SEC and Nasdaq, or any other national securities exchange on which it may list its securities. Pubco expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Pubco is currently unable to estimate these costs with any degree of certainty. Pubco is expected to need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for Pubco to obtain certain types of insurance, including directors’ and officers’ liability insurance, and Pubco may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for Pubco to attract and retain qualified persons to serve on the Pubco Board or board committees or as executive officers. Furthermore, if Pubco is unable to satisfy its obligations as a public company, it could be subject to delisting of its Pubco Class A Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

Certain members of Pubco’s management team is expected to have limited experience managing and operating a U.S. public company.

Certain members of Pubco’s management team are expected to have limited experience managing and operating a U.S. publicly traded company, interacting with U.S. public company investors, and complying with the increasingly complex laws pertaining to U.S. public companies. Its transition to being a U.S. public company subjects Pubco to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Pubco’s senior management and could divert their attention away from the day-to-day management of its business. The development and implementation of the standards and controls necessary for Pubco to achieve the level of accounting standards required of a public company may require costs greater than expected. To support its operations as a U.S. public company, Pubco plans to recruit additional qualified employees or external consultants with relevant experience, which will increase its operating costs in future periods. Should any of these factors materialize, Pubco’s business, financial condition and results of operations could be adversely affected.

If Pubco is unable to maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.

Pubco plans to manage regulatory compliance by monitoring and evaluating its internal controls to ensure that it is in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in its internal controls and compliances will not arise, or that it will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in its internal controls, in a timely manner or at all. Pubco cannot assure that there will be no instances of inadvertent non-compliances with statutory requirements, which may subject it to regulatory action, including monetary penalties, which may adversely affect its business and reputation. See also “Pubco’s compliance and risk management methods might not be effective and may result in outcomes that could adversely affect Pubco’s reputation, operating results and financial condition.”

Pubco’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it following consummation of the Business Combination could have a material adverse effect on its business, financial condition, results of operations, cash flow and prospects.

Section 404 of the Sarbanes-Oxley Act will require Pubco to evaluate the effectiveness of its internal control over financial reporting as of the end of each fiscal year, including a management report assessing

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the effectiveness of its internal control over financial reporting beginning with its first Annual Report on Form 10-K for the year in which the Business Combination is consummated. Additionally, once Pubco ceases to be an emerging growth company, its independent registered accounting firm will also be required to attest to the effectiveness of its internal control over financial reporting in each Annual Report on Form 10-K to be filed with the SEC. Pubco may in the future identify material weaknesses or significant deficiencies that it may be unable to remedy before the requisite deadline for those reports. Pubco’s ability to comply with the annual internal control reporting requirements will depend on the effectiveness of its financial reporting and data systems and controls across its company. Pubco expects these systems and controls to involve significant expenditures and to become increasingly complex as its business grows. To effectively manage this complexity, Pubco will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm its operating results and cause it to fail to meet its financial reporting obligations or result in material misstatements in its financial statements, which could adversely affect Pubco’s business and reduce the market price of Pubco Class A Common Stock.

Pubco will be an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make Pubco Class A Common Stock less attractive to investors.

Pubco will qualify as an “emerging growth company,” as defined in the JOBS Act. While Pubco remains an emerging growth company, it will be permitted to and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (i) an exemption from compliance with the auditor attestation requirement in the assessment of Pubco’s internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (ii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (iii) reduced disclosure obligations regarding executive compensation arrangements in Pubco’s periodic reports, registration statements and proxy statements, and (iv) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, the information Pubco provides will be different than the information that is available with respect to other public companies that are not emerging growth companies.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as Pubco is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

Pubco cannot predict whether investors will find Pubco Class A Common Stock less attractive if it relies on these exemptions. If some investors find Pubco Class A Common Stock less attractive as a result, there may be a less active trading market for Pubco Class A Common Stock. The market price of Pubco Class A Common Stock may be more volatile.

Pubco expects to remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Business Combination, (2) in which Pubco has total annual gross revenue of at least $1.235 billion, or (3) in which Pubco is deemed to be a large accelerated filer, which means the market value of Pubco Stock that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which Pubco has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

If securities or industry analysts do not publish research or reports about Pubco’s business or publish negative reports, the market price of Pubco Class A Common Stock could decline.

The trading market for Pubco Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about Pubco, Pubco’s business. Pubco may be unable or slow to

127

attract research coverage and if one or more analysts cease coverage of Pubco, the price and trading volume of Pubco’s securities would likely be negatively impacted. If any of the analysts that may cover Pubco change their recommendation regarding Pubco’s securities adversely, or provide more favorable relative recommendations about Pubco’s competitors, the price of Pubco’s securities would likely decline. If any analyst that may cover Pubco ceases covering Pubco or fails to regularly publish reports on Pubco, it could lose visibility in the financial markets, which could cause the price or trading volume of Pubco’s securities to decline. If one or more of the analysts who cover Pubco downgrades Pubco Class A Common Stock or if Pubco’s reporting results do not meet their expectations, the market price of Pubco Class A Common Stock could decline. Moreover, the market price of Pubco Class A Common Stock may decline after the Business Combination if Pubco does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the Business Combination on Pubco’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of Pubco Stock following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of Pubco Class A Common Stock. In addition, a decline in the market price of Pubco Class A Common Stock following the consummation of the Business Combination could adversely affect Pubco’s ability to issue additional securities and to obtain additional financing in the future.

Pubco may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm Pubco’s business, financial condition and operating results.

Pubco may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, advertising and securities. In addition, Pubco may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules and regulations, both foreign and domestic. The scope, determination and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes and proceedings to which Pubco is subject cannot be predicted with certainty, and may result in:

•

substantial payments to satisfy judgments, fines or penalties;

•

substantial outside counsel, advisor and consultant fees and costs;

•

substantial administrative costs, including arbitration fees;

•

additional compliance and licensure requirements;

•

loss or non-renewal of then-existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for Pubco’s business;

•

loss of productivity and high demands on employee time;

•

criminal sanctions or consent decrees;

•

termination of certain employees, including members of Pubco’s executive team;

•

barring of certain employees from participating in Pubco’s business in whole or in part;

•

orders that restrict Pubco’s business or prevent Pubco from offering certain products or services;

•

changes to Pubco’s business model and practices;

•

an inability to deliver on Pubco’s strategy;

•

delays to planned transactions, product launches or improvements; and

•

damage to Pubco’s brand and reputation.

Regardless of the outcome, any such matters can have an adverse impact, which may be material, on Pubco’s business, operating results or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of SilverBox, Pubco, and Legacy Parataxis adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical unaudited condensed balance sheets of SilverBox as of June 30, 2025 with the historical audited combined and consolidated balance sheet of Legacy Parataxis (subsequent to June 3, 2025 held under newly incorporated holding company, Parataxis, as of May 31, 2025, and the historical audited consolidated balance sheet of Pubco as of May 31, 2025 giving effect to the Business Combination and related transactions as if they had been consummated on June 30, 2025. SilverBox has not had any historical relationship with Pubco or Legacy Parataxis prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 combines the historical unaudited condensed statement of operations of SilverBox for the six months ended June 30, 2025 with the historical audited combined and consolidated statement of operations of Legacy Parataxis for the period from incorporation through May 31, 2025 for Parataxis and for the period from incorporation through June 30, 2025 for Pubco, giving effect to the Business Combination as if it had been consummated on January 1, 2025, the beginning of the earliest period presented. With respect to the unaudited pro forma condensed combined statement of operations for the period from April 16, 2024 (Inception) through December 31, 2024, Pubco was incorporated in 2025 and hence does not have audited combined and consolidated financial statements as of or for any period ended December 31, 2024. As a result, the unaudited pro forma condensed combined statement of operations for the period ended December 31, 2024 includes the historical audited statement of operations of SilverBox for the period from April 16, 2024 (Inception) through December 31, 2024, giving effect to the Business Combination as if it had been consummated on April 16, 2024, the beginning of the earliest period presented.

As it pertains to the unaudited proforma condensed combined statements of operations, Pubco is aware that, in accordance with Rule 11-02(c)(2)(i) of Regulation S-X, all of the transactions should be presented as if they occurred on April 16, 2024. However, as Pubco was incorporated on June 13, 2025, and therefore only had two weeks of operating history (as of June 30, 2025), Pubco has reflected the merger transaction (for purposes of the proforma statement of operations) as if it occurred on January 1, 2025.

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, SilverBox is treated as the “acquired” company for financial reporting purposes. Parataxis has been determined to be the accounting acquirer because existing Parataxis Shareholders, as a group, will retain the largest portion of the voting rights in the combined entity when contemplating the various redemption scenarios, the executive officers of the combined company will be appointed by Parataxis, the majority of the board of directors of the combined company will be appointed by Parataxis, Parataxis represents a significant majority of the operations of the combined company, and the operations of Parataxis will be the continued operations of the combined company.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

•

The historical unaudited condensed financial statements of SilverBox as of and for the six months ended June 30, 2025, and the historical audited financial statements of SilverBox as of and for the period from April 16, 2024 (Inception) through December 31, 2024; and

•

The historical audited combined and consolidated financial statements of Parataxis as of and for the period from inception through May 31, 2025 for Parataxis and through June 30, 2025 for Pubco.

129

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Business Combination and related transactions which are discussed in further detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent SilverBox’s consolidated results of operations or the consolidated financial position that would actually have occurred had the Business Combination and related transactions been consummated on the dates assumed or to project SilverBox’s consolidated results of operations or consolidated financial position for any future date or period. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SilverBox,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Parataxis,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pubco” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On August 6, 2025, SilverBox entered into the Business Combination Agreement with Parataxis, Pubco, SPAC Merger Sub, Company Merger Sub, the Sponsor, solely for certain limited purposes as the SPAC Representative, and Edward Chin (the “Key Company Holder”), solely for certain limited purposes as the Seller Representative.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (a) SPAC Merger Sub will merge with and into SilverBox, with SilverBox continuing as the surviving company, and with each SilverBox Shareholder receiving one share of Pubco Class A common stock for each SilverBox Class A Ordinary Share held by such shareholder in accordance with the terms of the Business Combination Agreement and (b) Company Merger Sub will merge with and into Pubco, with Pubco continuing as the surviving entity, and with Parataxis Common Securityholders receiving shares of Pubco Class A Common Stock (other than the Key Company Holder, who will receive shares of Pubco Class C Common Stock in exchange for their Parataxis Common Units in accordance with the terms of the Business Combination Agreement). As a result of the Mergers, SilverBox and Parataxis will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. At least one (1) Business Day prior to the Effective Time, SilverBox will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation.

The Domestication

SilverBox will, subject to obtaining the required shareholder approvals and at least one day prior to the date of the closing of the Business Combination, undergo the Domestication. At least one day prior to the Domestication, SilverBox will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement.

By virtue of the Domestication and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of SilverBox’s shareholders: (i) each of the then issued and outstanding SilverBox Class A Ordinary Shares will convert, on a one-for-one basis, into one SilverBox Class A Common Share; (ii) each of then issued and outstanding SilverBox Class B Ordinary Shares will convert, on a one-for-one basis, into one SilverBox Class B Common Share; (iii) each then issued and outstanding warrant representing the right to purchase one SilverBox Class A Ordinary Share will convert automatically into a warrant to acquire one SilverBox Class A Common Share on the same terms as the SilverBox Warrants; and (iii) each then issued and outstanding SilverBox Unit will be cancelled and

130

each holder of such SilverBox Unit will be entitled to one SilverBox Class A Common Share and one-third of one SilverBox Warrant. No fractional SilverBox Warrants will be issued upon such cancellation of SilverBox Units.

Sponsor Letter Agreement

Contemporaneously with the execution of the Business Combination Agreement, SPAC entered into a Sponsor Letter Agreement with Sponsor and Pubco, pursuant to which, among other things, the Sponsor will deposit up to 150,000 Sponsor Earnout Shares into an escrow account, such shares to be released from escrow in accordance with the following:

•

Two-thirds (2/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

•

One-third (1/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

All of the Sponsor Earnout Shares will be accelerated and released if Pubco is subject to a change of control in which the implied consideration per share of Pubco Class A Stock equals or exceeds $12.50 per share (a “Qualifying Change of Control”). In the event that the applicable share price targets are not met during the Earnout Period, the Sponsor will not be entitled to receive the Sponsor Earnout Shares (along with any earnings thereon).

In addition, the Sponsor will use its commercially reasonable efforts to facilitate SilverBox, Parataxis and/or Pubco or their respective subsidiaries entering into additional financing transactions as contemplated by the Business Combination Agreement.

Refer to adjustment I below for the impact on the unaudited pro forma condensed combined financial information.

Preferred Equity Investment Subscription Agreements

Contemporaneously with the execution of the Business Combination Agreement, Parataxis and Pubco entered into subscription agreements (collectively, the “Preferred Equity Investment Subscription Agreements”) with certain investors (the “Preferred Equity Investors”), pursuant to which, Parataxis agreed to issue, and the Preferred Equity Investors agreed to purchase, an aggregate of 3,100,000 preferred equity units of Parataxis, in a private placement, at a purchase price of $10.00 per unit for an aggregate purchase price of $31.0 million.

As described above, the net proceeds of the Preferred Equity Investment will be used by Parataxis to purchase Bitcoin.

Further to the above, each Parataxis Preferred Unit will be entitled to receive additional shares of Pubco Class A Common Stock to account for certain increases, if any, in the price of Bitcoin between the time of purchase of the Bitcoin and the third business day prior to the date of the closing of the Business Combination, in each case, as provided in the Business Combination Agreement.

Pursuant to the Preferred Equity Investment Subscription Agreements, Pubco has agreed to use commercially reasonable efforts to cause the shares of Pubco Class A Common Stock into which the Parataxis Preferred Units will be converted upon consummation of the Company Merger to be registered on the registration statement. To the extent that any such shares of Pubco Class A Common Stock are unable to be included on the registration statement, Parataxis has agreed to certain obligations to have Pubco register and maintain the registration of the shares of Pubco Class A Common Stock into which the Parataxis Preferred Units will be converted, including that, as soon as reasonably practicable but no later than forty-five (45) calendar days after the closing of the Transactions, Pubco shall file with the SEC (at Pubco’s sole cost and expense) a registration statement registering the resale of the shares of Pubco Class A Common Stock into which the Parataxis Preferred Units will be converted, and Pubco shall have such registration

131

statement declared effective as soon as practicable after the filing thereof, but no later than 90 calendar days after the closing of the Transactions, which may be extended an additional 30 calendar days depending on the level of SEC review involved.

Refer to adjustment A below for the impact on the unaudited pro forma condensed combined financial information.

Parataxis Multi-Strategy Fund LP Promissory Note

On June 16, 2025, Parataxis issued a promissory note to a related party, for a principal balance of $4.0 million. The promissory note accrues interest at 15% per annum, and is repayable at the earlier of December 16, 2025 and the close of the Business Combination.

Refer to adjustment D below for the impact on the unaudited pro forma condensed combined financial information.

Standby Equity Purchase Agreement

Contemporaneously with the execution of the Business Combination Agreement, Parataxis and Pubco entered into the SEPA with Yorkville pursuant to which, subject to the consummation of the Business Combination, Pubco has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $400.0 million (the “Commitment Amount”) of Pubco Class A Common Stock at the time of Pubco’s choosing during the 36 months following the Closing, subject to certain limitations. Sales of the SEPA Shares to Yorkville, and the timing of any such sales, are at Pubco’s option, and Pubco is under no obligation to sell any SEPA Shares to Yorkville.

As consideration for Yorkville’s commitment to purchase the SEPA Shares, Pubco agreed to pay to Yorkville a commitment fee in an amount equal to 1.0% of the Commitment Amount (the “Commitment Fee”), of which (i) one-half (the “Initial Fee”) shall be paid on or before the fifth trading day following the consummation of the Transactions, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Common Stock that is equal to the Initial Fee divided by $10.00 (the “Initial Commitment Shares”) and (ii) one-half (the “Deferred Fee”) shall be paid within five trading days of the date that Pubco receives proceeds from the sale of SEPA Shares to Yorkville of at least $50 million (the “Deferred Fee Date”), and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Common Stock that is equal to the Deferred Fee divided by the average of the daily VWAPs of the shares of Pubco Class A Common Stock during the first three trading days immediately following the Deferral Fee Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable thereunder shall be included on the Registration Statement. Pursuant to the SEPA, Pubco is required to register for resale all SEPA Shares which Yorkville may acquire, and is required to have a registration statement declared effective by the SEC before it can sell any SEPA Shares to Yorkville.

Refer to adjustment L below for the impact on the unaudited pro forma condensed combined financial information.

Aggregate Earnout Consideration

As additional consideration, Parataxis Common Securityholders also have the potential to receive up to 7,500,000 additional shares of Pubco Class A Common Stock (along with any earnings thereon) contingent upon the Pubco Class A Common Stock meeting certain share price targets during the 5-year period following the Closing. The Earnout Shares will be issued by Pubco into an escrow account at or prior to the Closing and released in accordance with the following:

•

Two-thirds (2/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and

132

•

One-third (1/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

All of the Earnout Shares will be accelerated and released if, during the Earnout Period, Pubco is subject to a Qualifying Change of Control. In the event that the applicable share price targets are not met during the Earnout Period, the Parataxis Common Securityholders will not be entitled to receive the applicable portion of the Earnout Shares (along with any earnings thereon).

Pursuant to the Sponsor Letter Agreement (as defined above), which was signed concurrently with the Business Combination Agreement, at the Closing, up to 150,000 shares of Pubco Class A Stock to be issued to the Sponsor in the SPAC Merger (the “Sponsor Earnout Shares”) will be deposited in an escrow account and released in the same proportions and upon achievement of the same share price targets (including in connection with a Qualifying Change of Control) as apply with respect to the Earnout Shares.

Parataxis has concluded that the change of control provision results in the Earnout Shares being considered not to be indexed to Parataxis’ own shares pursuant to the guidance within ASC 815 and therefore the Earnout Shares are being recorded as a liability. Subsequent changes in the fair value of the Earnout Shares liability would then be recognized in earnings each reporting period.

Refer to adjustment I below for the impact on the unaudited pro forma condensed combined financial information.

Compensation of the Sponsor and its Affiliates in Connection with the Business Combination

The Sponsor will receive at the Closing (i) 5,305,000 shares of Pubco Class A Common Stock upon the conversion of the Sponsor Shares and the Private Placement Shares in the Domestication, and (ii) Pubco Private Warrants for 151,667 shares of Pubco Class A Common Stock upon the conversion of the Private Placement Warrants for 151,667 SilverBox Class A Ordinary Shares in the Domestication, which it acquired in a private placement consummated simultaneously with the IPO.

The unaudited pro forma condensed combined financial information presents two redemption scenarios as follows:

•

No Redemption Scenario:   This scenario assumes no Public Shares held by Public Shareholders are redeemed.

•

Contractual Maximum Redemption Scenario:   This scenario assumes there are no redemptions of Public Shares prior to the Business Combination’s consummation and that 18,996,382 Public Shares are redeemed upon consummation of the Business Combination for aggregate Redemption Payments of $199.7 million, assuming a redemption price of $10.52 per share (based on $209.0 million contained in the Trust Account as of June 30, 2025), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing while still enabling the parties to satisfy the condition for Parataxis’ obligation to consummate the Business Combination under the terms of the Business Combination Agreement, waivable by Parataxis, that, at the Closing, Pubco will receive net cash and cash equivalents, of at least $25.0 million, including funds remaining in the Trust Account (after satisfaction of required Redemption payments and payment of SPAC Expenses and Company Expenses (each term as defined in the Business Combination Agreement) and including the aggregate amount of Transaction Financing (as defined in the Business Combination Agreement), including the Preferred Equity Investment, entered into and consummated in connection with the Business Combination. In the event that aggregate cash and cash equivalents delivered to Pubco at Closing is insufficient to meet the Minimum Cash Condition, a condition to the Closing would not be met and the Business Combination may not be consummated.

133

The following summarizes the pro forma outstanding shares under the two redemption scenarios:

Total Capitalization	No Redemption Scenario (Shares)		Ownership %*		Contractual Maximum Redemption Scenario (Shares)		Ownership %*
Public Shareholders	​	20,000,000	​	50.8%	​	1,003,618	​	4.9%
Parataxis Common Securityholders(1)	​	10,000,000	​	25.4%	​	10,000,000	​	49.3%
Sponsor(2)	​	5,305,000	​	13.5%	​	5,305,000	​	26.1%
Parataxis Preferred Securityholders(3)	​	4,030,000	​	10.2%	​	4,030,000	​	19.8%
Pro forma outstanding shares at June 30, 2025	​	39,335,000	​	100.0%	​	20,338,618	​	100.0%

*

Percentages may not sum to 100.0% due to rounding.

(1)

Assumes (i) there is no aggregate indebtedness of Parataxis and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions), and (ii) the base purchase price is $100 million.

(2)

Includes 5,000,000 SilverBox Class A Ordinary Shares resulting from the Sponsor converting 5,000,000 of its SilverBox Class B Ordinary Shares on a one-for-one basis, and 305,000 SilverBox Class A Ordinary Shares.

(3)

Represents shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders upon exchange of 3,100,000 Parataxis Preferred Units based on the Exchange Ratio, and excludes 218,723 shares of Pubco Class A Common Stock to be issued to the Parataxis Preferred Securityholders as Adjustment Shares, which is the maximum number of Adjustment Shares issuable pursuant to the Business Combination Agreement.

134

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025

​

SilverBox Historical

Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary Historical (As of May 31, 2025)

Parataxis Holdings Inc. Historical

Additional Financings

​

No Redemption Scenario

Contractual Maximum Redemption Scenario

​

Transaction Accounting Adjustments

​

Pro Forma Combined

Transaction Accounting Adjustments

​

Pro Forma Combined

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

279,366

​

$

3,808,871

​

$

—

​

$

200,000

A

​

$

208,952,965

C

​

$

199,760,851

​

$

(199,760,851)

N

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(6,300,000)

J

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(6,435,000)

E1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(2,000,000)

E2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

4,000,000

D

​

​

(4,023,333)

D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

16,605,004

O

​

​

(15,327,022)

O

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other current assets

​

​

119,973

​

​

87,385

​

​

—

​

​

—

​

​

​

—

​

​

​

207,358

​

​

—

​

​

​

207,358

Short-term prepaid insurance

​

​

104,890

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

104,890

​

​

—

​

​

​

104,890

Total Current Assets

​

​

504,229

​

​

3,896,256

​

​

—

​

​

20,805,004

​

​

​

174,867,610

​

​

​

200,073,099

​

​

(199,760,851)

​

​

​

312,248

Marketable securities held in Trust Account

​

​

208,952,965

​

​

—

​

​

—

​

​

—

​

​

​

(208,952,965)

C

​

​

—

​

​

—

​

​

​

—

Investment in Bridge Biotherapeutics

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

15,327,022

O

​

​

15,327,022

​

​

​

​

​

​

15,327,022

Intangible assets

​

​

—

​

​

—

​

​

—

​

​

30,800,000

A

​

​

—

​

​

​

30,800,000

​

​

—

​

​

​

30,800,000

Long-term prepaid insurance

​

​

12,529

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

12,529

​

​

—

​

​

​

12,529

Total Assets

​

$

209,469,723

​

$

3,896,256

​

$

—

​

$

51,605,004

​

​

$

(18,758,333)

​

​

$

246,212,650

​

$

(199,760,851)

​

​

$

46,451,799

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable and other accrued liabilities – related party

​

$

—

​

$

163,345

​

​

2,472

​

$

—

​

​

$

(163,345)

E2

​

$

2,472

​

$

—

​

​

$

2,472

Accounts payable and other accrued liabilities

​

​

49,445

​

​

9,684

​

​

—

​

​

—

​

​

​

(4,160)

E1

​

​

2,045,285

​

​

—

​

​

​

2,045,285

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(9,684)

E2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2,000,000

L

​

​

​

​

​

​

​

​

​

​

Total Current Liabilities

​

​

49,445

​

​

173,029

​

​

2,472

​

​

—

​

​

​

1,822,811

​

​

​

2,047,757

​

​

—

​

​

​

2,047,757

Earnout liability

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

51,536,933

I

​

​

52,567,672

​

​

—

​

​

​

52,567,672

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,030,739

B

​

​

​

​

​

​

​

​

​

​

Promissory note liability (incl. accrued interest)

​

​

—

​

​

—

​

​

—

​

​

4,000,000

D

​

​

(4,000,000)

D

​

​

—

​

​

—

​

​

$

—

Deferred legal fees

​

​

975,661

​

​

—

​

​

—

​

​

—

​

​

​

(975,661)

E1

​

​

—

​

​

—

​

​

​

—

Deferred underwriting fee

​

​

10,300,000

​

​

—

​

​

—

​

​

—

​

​

​

(10,300,000)

J

​

​

—

​

​

—

​

​

​

—

Total Liabilities

​

​

11,325,106

​

​

173,029

​

​

2,472

​

​

4,000,000

​

​

​

39,114,822

​

​

​

54,615,429

​

​

—

​

​

​

54,615,429

Class A ordinary shares subject to possible redemption

​

​

208,952,965

​

​

—

​

​

—

​

​

—

​

​

​

(208,952,965)

F

​

​

—

​

​

—

​

​

​

—

135

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025

​

SilverBox Historical

Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary Historical (As of May 31, 2025)

Parataxis Holdings Inc. Historical

Additional Financings

​

No Redemption Scenario

Contractual Maximum Redemption Scenario

​

Transaction Accounting Adjustments

​

Pro Forma Combined

Transaction Accounting Adjustments

​

Pro Forma Combined

Shareholders’ Equity (Deficit)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pubco Class A common stock

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

2,000

F

​

​

3,934

​

​

(1,900)

N

​

​

2,034

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

531

B

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,403

M

​

​

​

​

​

​

​

​

​

​

Class A ordinary shares

​

​

46

​

​

—

​

​

—

​

​

—

​

​

​

(46)

B

​

​

—

​

​

—

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

Class A ordinary shares not subject to possible redemption

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class B ordinary shares

​

​

500

​

​

—

​

​

—

​

​

—

​

​

​

(500)

B

​

​

—

​

​

—

​

​

​

—

Parataxis preferred units

​

​

—

​

​

—

​

​

—

​

​

31,000,000

A

​

​

(31,000,000)

M

​

​

—

​

​

​

​

​

​

—

Additional paid-in capital

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

(1,030,723)

B

​

​

180,574,012

​

​

(199,758,951)

N

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(51,536,933)

I

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

4,000,000

J

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(10,808,894)

G

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

208,950,965

F

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

30,999,597

M

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

19,184,939

K

​

​

​

Accumulated income (deficit)

​

​

(10,808,894)

​

​

3,723,227

​

​

(2,472)

​

​

—

​

​

​

—

​

​

​

(5,585,728)

​

​

(19,184,939)

K

​

​

(24,770,667)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(2,000,000)

L

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(5,455,179)

E1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,826,971)

E2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

10,808,894

G

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,000)

M

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(23,333)

D

​

​

​

​

​

​

​

​

​

​

Non-controlling interests

​

​

—

​

​

3,785,840

​

​

—

​

​

—

​

​

​

—

​

​

​

20,390,844

​

​

—

​

​

​

20,390,844

​

​

​

​

​

​

​

​

​

​

​

​

16,605,004

O

​

—

​

​

​

​

​

​

​

​

​

​

​

Total Shareholders’ (Deficit) Equity

​

​

(10,808,348)

​

​

(62,613)

​

​

(2,472)

​

​

47,605,004

​

​

​

151,079,810

​

​

​

171,206,377

​

​

(199,760,851)

​

​

​

(28,554,474)

Total Liabilities and Shareholders’ (Deficit) Equity

​

$

209,469,723

​

$

3,896,256

​

$

—

​

$

51,605,004

​

​

$

(18,758,333)

​

​

$

246,212,650

​

$

(199,760,851)

​

​

$

46,451,799

136

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025

SilverBox Historical

Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary Historical (For the Period from January 13, 2025 (Inception) through May 31, 2025)

Parataxis Holdings Inc. Historical (For the Period from June 13, 2025 (Inception) through June 30, 2025)

No Redemption Scenario

Contractual Maximum Redemption Scenario

​

Transaction Accounting Adjustments

​

Pro Forma Combined

Transaction Accounting Adjustments

Pro Forma Combined

Operating costs and expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative expenses

​

$

904,943

​

$

—

​

$

—

​

$

—

​

​

$

904,943

​

$

—

​

$

904,943

General and administrative expenses

​

​

—

​

​

91,901

​

​

2,472

​

​

—

​

​

​

94,373

​

​

—

​

​

94,373

Revenue share expense

​

​

—

​

​

6,128

​

​

​

​

​

—

​

​

​

6,128

​

​

—

​

​

6,128

Total operating costs and expenses

​

​

904,943

​

​

98,029

​

2,472

​

​

—

​

​

​

1,005,444

​

​

—

​

​

1,005,444

Loss from operations

​

​

(904,943)

​

​

(98,029)

​

(2,472)

​

​

—

​

​

​

(1,005,444)

​

​

—

​

​

(1,005,444)

Other income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

—

​

​

16,256

​

​

​

​

​

—

​

​

​

16,256

​

​

—

​

​

16,256

Interest earned on investment held in Trust Account

​

​

4,298,327

​

​

—

​

​

—

​

​

(4,298,327)

AA

​

​

—

​

​

—

​

​

—

Total other income, net

​

​

4,298,327

​

​

16,256

​

—

​

​

(4,298,327)

​

​

​

16,256

​

​

—

​

​

16,256

Net income (loss)

​

$

3,393,384

​

$

(81,773)

​

$

(2,472)

​

$

(4,298,327)

​

​

$

(989,188)

​

$

—

​

$

(989,188)

Net Loss Attributable to Non-controlling Interest

​

​

—

​

​

(19,160)

​

​

—

​

​

—

​

​

​

(19,160)

​

​

​

​

​

(19,160)

Net income attributable to Parataxis Labs LLC and Parataxis Labs Management LLC

​

$

3,393,384

​

$

(62,613)

​

$

(2,472)

​

$

(4,298,327)

​

​

$

(970,028)

​

$

—

​

$

(970,028)

Basic and diluted weighted average shares outstanding, redeemable and non-redeemable Class A ordinary shares

​

​

20,455,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net income per share outstanding, redeemable and non-redeemable Class A ordinary shares

​

$

0.13

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding, Class B ordinary shares

​

​

5,000,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted net income per share, Class B Ordinary Shares

​

$

0.13

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

35,305,000

​

​

​

​

​

16,308,618

Net loss per share – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(0.03)

​

​

​

​

$

(0.06)

137

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 16, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

SilverBox Historical

Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary Historical(1)

Parataxis Holdings Inc. Historical

No Redemption Scenario

Contractual Maximum Redemption Scenario

​

Transaction Accounting Adjustments

​

Pro Forma Combined

Transaction Accounting Adjustments

Pro Forma Combined

Operating Costs and Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative

​

$

477,971

​

$

—

​

$

—

​

$

8,430,840

BB

​

$

10,908,811

​

$

—

​

$

10,908,811

​

​

​

​

​

​

​

​

​

​

​

​

2,000,000

CC

​

​

​

​

​

​

​

​

​

Total Operating Costs and Expenses

​

​

477,971

​

​

—

​

​

—

​

​

10,430,840

​

​

​

10,908,811

​

​

—

​

​

10,908,811

Loss from operations

​

​

(477,971)

​

​

—

​

—

​

​

(10,430,840)

​

​

​

(10,908,811)

​

​

—

​

​

(10,908,811)

Other Income and Expense

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Change in fair value of over-allotment option liability

​

​

306,504

​

​

—

​

​

—

​

​

—

​

​

​

306,504

​

​

—

​

​

306,504

Interest earned on investment held in Trust Account

​

​

3,654,638

​

​

—

​

​

—

​

​

(3,654,638)

AA

​

​

—

​

​

—

​

​

—

Total Other Income and Expense

​

​

3,961,142

​

​

—

​

​

—

​

​

(3,654,638)

​

​

​

306,504

​

​

—

​

​

306,504

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Income (Loss)

​

$

3,483,171

​

$

—

​

$

—

​

$

(14,085,478)

​

​

$

(10,602,307)

​

$

—

​

$

(10,602,307)

Basic and diluted weighted average shares outstanding, redeemable and non-redeemable Class A ordinary shares

​

​

10,582,896

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net income per share redeemable and non-redeemable Class A ordinary shares

​

$

0.22

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding, Class B ordinary shares

​

​

4,961,390

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net income per share Class B ordinary shares

​

$

0.22

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

39,335,000

​

​

​

​

​

20,338,618

Net loss per share – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(0.27)

​

​

​

​

$

(0.52)

(1)

Parataxis was incorporated in 2025. As a result, there is no applicable historical financial information for any period in 2024.

138

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1.   Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, SilverBox will be treated as the “accounting acquiree” and Pubco as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Pubco issuing shares for the net assets of SilverBox, followed by a recapitalization. The net assets of SilverBox will be stated at historical cost. Operations prior to the Business Combination will be those of Pubco and Parataxis.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 for SilverBox and as of May 31, 2025 for Legacy Parataxis, assumes that the Business Combination and related transactions occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the for the period from April 16, 2024 (Inception) through December 31, 2024 for SilverBox, and for the period January 13, 2025 (Inception) through May 31, 2025, for Legacy Parataxis, give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. These periods are presented on the basis that Pubco is the acquirer for accounting purposes.

The pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain currently available information and certain assumptions and methodologies that SilverBox believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. SilverBox believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of SilverBox and Parataxis.

Note 2.   Accounting Policies and Reclassifications

Management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management did not identify any material differences related to the application of the accounting policies applied by SilverBox and Pubco that would require adjustments in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

As part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align SilverBox’s financial statement presentation with that of Pubco and Legacy Parataxis.

Note 3.   Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and related transactions and has been prepared for informational purposes only.

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The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. SilverBox has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. SilverBox has not had any historical relationship with Pubco or Legacy Parataxis prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Pubco Common Stock outstanding, assuming the Business Combination and related transactions occurred on January 1, 2025.

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet Resulting from Additional Financing Transactions

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are as follows:

A.

Represents an increase to equity based on the 3,100,000 preferred equity units issued by Parataxis, at a purchase price of $10.00 per unit for an aggregate purchase price of $31.0 million. Of the total proceeds, approximately $30.8 million was used to purchase Bitcoin, resulting in an increase to intangible assets and therefore the cash impact was approximately $0.2 million.

D.

Represents the issuance by Parataxis, in June 2025, of a promissory note for a principal balance of $4.0 million, and accruing interest at an annual rate of 15%, repayable at the earlier of December 16, 2025 or the close of the Business Combination. The pro forma adjustment reflects the repayment of the loan balance, as of June 30, 2025, inclusive of accrued interest of $23,333.

Q.

Reflects the additional non-controlling investor financing of approximately $16.6 million raised by the subsidiary of Parataxis, Parataxis Korea Fund, as well as the investment made by Parataxis Korea Fund and Parataxis, in the listed South Korea entity, Bridge Biotherapeutics, for an aggregate cost of $15.3 million, as of June 30, 2025. No adjustments have been reflected with respect to any change in the fair value of this investment at any date subsequent to the date of investment.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

B.

Represents the conversion of 4,850,000 out of 5,000,000 of outstanding SilverBox Class B Ordinary Shares and 455,000 out of 455,000 of outstanding SilverBox Class A Ordinary Shares, held by the Sponsor on a one-for-one basis into Pubco Class A Common Stock. Further, this includes the recognition of an earnout liability with respect to the 150,000 SilverBox Class B Ordinary Shares which will be deposited in escrow upon the Closing and will be released in the same proportions and upon the achievement of the same price targets (including in connection with a change of control). Consistent with the treatment of the Earnout Shares, these have been recognized as a liability on the pro forma balance sheet, based on the same fair value per earnout share as was used for the earnout adjustment discussed per pro forma adjust I, below. The total fair value of the Sponsor Earnout Shares is approximately $1.0 million.

C.

Reflects the reclassification of the remaining marketable securities of $209.0 million held in the Trust Account to Cash and cash equivalents.

D.

Refer to ‘Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet Resulting from Additional Financing Transactions’ section, above.

E.

Represents preliminary estimated transaction costs of Pubco and of SilverBox in connection with the Business Combination.

1.

SilverBox’s preliminary total estimated transaction costs (excluding deferred underwriter fees) of $6.4 million include advisory, printing, legal, and accounting fees. Of this amount, $1.0 million has already been incurred as of June 30, 2025, of which $4,160 and $1.0 million

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is included within SilverBox’s accounts payable and accrued expenses and deferred legal fees balances, respectively, as of June 30, 2025. Therefore $6.4 million remains to be paid at Closing. These transaction costs are directly attributable to the Business Combination and are recorded to general and administrative expenses (refer to adjustment BB).

2.

Parataxis’ preliminary total estimated transaction costs of $2.0 million include advisory, printing, legal, and accounting fees. Of this amount, $0.2 million has already been incurred as of May 31, 2025, of which $0.2 million and $9,684 is included within Legacy Parataxis’s Accounts payable and other accrued liabilities — related party and Accounts payable and other accrued liabilities balances, respectively, as of May 31, 2025. Therefore $1.8 million remains to be recognized and the total of $2.0 million is expected to be paid at Closing. These transaction costs are directly attributable to the Business Combination and are recorded to general and administrative expenses (refer to adjustment BB).

F.

Reflects the reclassification of 20,000,000 SilverBox Class A Ordinary Shares subject to possible redemption valued at approximately $209.0 million into permanent equity.

G.

Reflects the reclassification of SilverBox’s historical accumulated deficit of $10.8 million to additional paid-in capital as part of the reverse recapitalization.

H.

Not used.

I.

Represents the estimated fair value of the earnout liability upon consummation of the Business Combination. The Parataxis Common Securityholders also have the potential to receive up to 7,500,000 additional shares of Pubco Class A Common Stock (the “Earnout Shares”) (along with any Earnings thereon) contingent upon the Pubco Class A Common Stock meeting certain share price targets during the 5-year period following the Closing (the “Earnout Period”). The Earnout Shares will be issued by Pubco into an escrow account at or prior to the Closing and released in accordance with the following:

—

Two-thirds (2/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period (“Earnout Trigger 1”); and

—

One-third (1/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period (“Earnout Trigger 2”).

All of the Earnout Shares will be accelerated and released if, during the Earnout Period, Pubco is subject to a Qualifying Change of Control. In the event that the applicable share price targets are not met during the Earnout Period, the Parataxis Common Securityholders will not be entitled to receive the applicable portion of the Earnout Shares (along with any earnings thereon).

The valuation of the earnout liability was calculated using a Black Scholes Option valuation. The stock price on the valuation date was $10.00, and with respect to Earnout Trigger 1 and 2, an implied exercise price of $12.50 and $15.00 was used, respectively with an earnout period beginning on the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 4.22%, and the rounded equity volatility is 92.4%. These inputs resulted in a determined estimated fair value outcome for Earnout Trigger 1 and 2, of approximately $34.8 million and $16.7 million, respectively.

As the shares are only issuable upon the various triggering events, the potential outcomes include a range from no liability (if no earnout triggering event occurs) to the value of the full 7,500,000 shares to be issued if both earnout triggering events are achieved.

J.

Reflects the settlement of $10.3 million deferred underwriting fee due upon SilverBox’s completion of an initial business combination as reflected in the SilverBox balance sheet as of June 30, 2025. The deferred underwriting fee was reduced to $6.03 million pursuant to an amendment of the Underwriting Agreement dated August 28, 2025, with the difference recorded to additional paid in capital.

141

K.

To reclassify the negative additional paid-in capital to accumulated deficit of approximately $19.2 million (assuming contractual maximum additional redemptions).

L.

Reflects the commitment fee payable to Yorkville with respect to the SEPA executed contemporaneously with the execution of the Business Combination Agreement. The Commitment Fee is calculated as 1.0% of the Commitment Amount, of which (i) the Initial Fee shall be paid on or before the fifth trading day following the consummation of the Transactions, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of the Initial Commitment Shares and (ii) the Deferred Fee shall be paid by the Deferred Fee Date, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of the Deferred Commitment Shares. For purposes of the unaudited pro forma condensed combined statement of operations, the guaranteed fee of one half of 1%, amounting to $2.0 million has been reflected.

M.

Represents the recapitalization of historical Parataxis Common Units and Parataxis Preferred Units into Pubco Common Stock after giving effect to the Exchange Ratio at the close of the Business Combination. This reclassification has not been adjusted to reflect the issuance of any potential Adjustment Shares as a result of any change in the Closing Bitcoin Price relative to the Signing Bitcoin Price.

N.

Reflects the contractual maximum redemption of 18,996,382 Public Shares for aggregate redemption payments of approximately $199.7 million allocated to Pubco Common Stock using a par value of $.0001 per share and the excess to additional paid-in capital at a redemption price of approximately $10.52 per share.

O.

Refer to ‘Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet Resulting from Additional Financing Transactions’ section, above.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations

There were no material pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2025 and for the period from April 16, 2024 (Inception) through December 31, 2024, except for the following:

AA.

Reflects elimination of investment income on the Trust Account of $4.3 million and $3.7 million for the six months ended June 30, 2025 and for the period from April 16, 2024 (Inception) through December 31, 2024, respectively.

BB.

Reflects estimated non-recurring transaction costs not reflected in the June 30, 2025 historical unaudited financial statements to be incurred by SilverBox of $6.4 million as if they were incurred on January 1, 2024, the date the Business Combination occurred for purposes of the unaudited pro forma condensed combined statement of operations.

CC.

Reflects the commitment fee payable to Yorkville with respect to the SEPA executed contemporaneously with the execution of the Business Combination Agreement. The Commitment Fee is calculated as 1.0% of the Commitment Amount, of which (i) the Initial Fee shall be paid on or before the fifth trading day following the consummation of the Transactions, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of the Initial Commitment Shares and (ii) the Deferred Fee shall be paid by the Deferred Fee Date, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of the Deferred Commitment Shares. For purposes of the unaudited pro forma condensed combined statement of operations, the guaranteed fee of one half of 1%, amounting to $2.0 million has been reflected.

Note 4.   Net Loss per Share

Net loss per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination. As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.

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The unaudited pro forma condensed combined financial information has been prepared to present two alternative scenarios with respect to redemption of Public Shares of common stock by Public Shareholders at the time of the Business Combination for the six months ended June 30, 2025 and for the for the period from April 16, 2024 (Inception) through December 31, 2024:

​

For the Six Months Ended June 30, 2025(1)

For the period from April 16, 2024 (Inception) through December 31, 2024(1)

​

No Redemption Scenario

Contractual Maximum Redemption Scenario

No Redemption Scenario

Contractual Maximum Redemption Scenario

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma net loss

​

$

(989,188)

​

$

(989,188)

​

$

(10,602,307)

​

$

(10,602,307)

Less: Net loss attributable to non-controlling interest

​

$

(19,160)

​

$

(19,160)

​

$

—

​

$

—

Pro forma net loss attributable to SilverBox shareholders/members

​

$

(970,028)

​

$

(970,028)

​

$

(10,602,307)

​

$

(10,602,307)

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding – basic and diluted

​

​

35,305,000

​

​

16,308,618

​

​

39,335,000

​

​

20,338,618

Net loss per share:

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted

​

$

(0.03)

​

$

(0.06)

​

$

(0.27)

​

$

(0.52)

Potentially dilutive securities(2):

​

​

​

​

​

​

​

​

​

​

​

​

Earnout Shares

​

​

7,500,000

​

​

7,500,000

​

​

7,500,000

​

​

7,500,000

Sponsor Earnout Shares

​

​

150,000

​

​

150,000

​

​

150,000

​

​

150,000

Public Warrants

​

​

6,666,667

​

​

6,666,667

​

​

6,666,667

​

​

6,666,667

Private Placement Warrants

​

​

151,667

​

​

151,667

​

​

151,667

​

​

151,667

Adjustment Shares(3)

​

​

218,723

​

​

218,723

​

​

218,723

​

​

218,723

(1)

Pro forma net loss per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”

(2)

The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive and/or issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented.

(3)

Represents 218,723 shares of Pubco Class A Common Stock issuable to Parataxis Preferred Securityholders as Adjustment Shares, which is the maximum number of Adjustment Shares issuable pursuant to the Business Combination Agreement.

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MARKET PRICE AND DIVIDEND INFORMATION

SilverBox

Holders

Although there are a larger number of beneficial owners, at August 27, 2025, there was one holder of record of SilverBox Public Units, one holder of record of SilverBox Class A ordinary shares, one holder of record of SilverBox Class B Ordinary Shares, one holder of record of Public Warrants and one holder of record of the Private Placement Warrants.

Ticker Symbol and Market Price

The SilverBox Public Units, the SilverBox Class A Ordinary Shares and the Public Warrants are currently listed on the NYSE under the symbols “SBXD.U,” “SBXD” and “SBXD.WS,” respectively. The closing price of the SilverBox Public Units, the SilverBox Class A Ordinary Shares and the Public Warrants on August 5, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, was $11.20, $10.64 and $0.76 respectively. As of August 26, 2025, the closing price of the Public Units, the SilverBox Class A Ordinary Shares and the Public Warrants was $10.65, $10.46 and $0.41, respectively.

Dividend Policy

SilverBox has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination.

Company

Currently, there is no public market for Parataxis Units or any other Parataxis securities.

Dividend Policy of Parataxis Following the Business Combination

The payment of cash dividends in the future will be dependent upon Pubco’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Pubco Board.

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EXTRAORDINARY GENERAL MEETING OF SILVERBOX SHAREHOLDERS

General

SilverBox is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the SilverBox Board for use at the Extraordinary General Meeting. This proxy statement/​prospectus provides SilverBox shareholders with information they need to know to be able to vote or direct their vote to be cast at the Extraordinary General Meeting.

Date, Time and Place of the Extraordinary General Meeting

The Extraordinary General Meeting will be held on                 , 2025 at        , Eastern Time. For the purposes of the Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. However, in order to facilitate access for SilverBox Shareholders, the Extraordinary General Meeting will be held in virtual meeting format at      . There is no requirement to attend the Extraordinary General Meeting in person. Shareholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting. In particular, shareholders may submit questions in advance of the Extraordinary General Meeting by following the instructions and rules of conduct on the Extraordinary General Meeting website. You can participate in the Extraordinary General Meeting and vote via live webcast by visiting      .

You can pre-register to attend the virtual Extraordinary General Meeting starting                 , 2025 at      a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser       , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Shareholders who hold their investments through a bank or broker will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker. If you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at (917) 262-2373 or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the internet, you can listen to the meeting by dialing      (or +1      if you are located outside the United States and Canada (standard rates apply) and when prompted enter     #. Please note that you will not be able to vote or ask questions at the Extraordinary General Meeting if you choose to participate telephonically.

You may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary General Meeting by visiting       and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Purpose of the Extraordinary General Meeting

At the Extraordinary General Meeting, SilverBox is asking holders of SilverBox Ordinary Shares to consider and vote upon:

•

the Business Combination Proposal. A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

•

the Advisory Organizational Documents Proposals;

•

the NTA Proposal;

•

the Incentive Plan Proposal. A form of 2025 EIP is attached to this proxy statement/prospectus as Annex D;

145

•

the Employee Stock Purchase Plan Proposal. A form of ESPP is attached to this proxy statement/​prospectus as Annex E;

•

the Director Election Proposal;

•

the Stock Issuance Proposal; and

•

the Adjournment Proposal, if presented to the Extraordinary General Meeting.

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals, the NTA Proposal and the Stock Issuance Proposal are conditioned on the approval of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the SilverBox Board

The SilverBox Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of the SilverBox Shareholders.

Accordingly, the SilverBox Board Committee unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the NTA Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Employee Stock Purchase Plan Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Stock Issuance Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the Extraordinary General Meeting.

Record Date; Who is Entitled to Vote

SilverBox shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned SilverBox Ordinary Shares at the close of business on          , 2025, which is the Record Date for the Extraordinary General Meeting. Shareholders will have one vote for each SilverBox Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. SilverBox Warrants do not have voting rights. As of the close of business on the Record Date for the Extraordinary General Meeting, there were         SilverBox Ordinary Shares issued and outstanding, of which           were issued and outstanding Public Shares.

The Sponsor and each director and each officer of SilverBox have agreed to vote in favor of the Business Combination, and to waive their redemption rights in connection with the Closing with respect to any SilverBox Ordinary Shares held by them. None of the Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The SilverBox Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns    % of the issued and outstanding SilverBox Ordinary Shares.

Quorum

The presence, in person (including virtually) or by proxy, of shareholders holding one-third of the SilverBox Ordinary Shares at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Sponsor owns    % of the issued and outstanding SilverBox Ordinary Shares as of the Record Date, which will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor,           SilverBox Ordinary Shares held by Public Shareholders would be required to be present at the Extraordinary General Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of the proposals voted upon at the Extraordinary General Meeting.

146

Under NYSE rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” proposals. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on “non-routine” proposals. This can result in a “broker non-vote,” which occurs on a proposal when: (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders; (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares; and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine proposal.

We believe that all of the proposals to be voted on at the Extraordinary General Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on the proposals to be voted on at the Extraordinary General Meeting without your instruction.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of SilverBox. The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

The approval of the Advisory Organizational Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Advisory Organizational Documents Proposals is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Incentive Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Incentive Plan Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Employee Stock Purchase Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Employee Stock Purchase Plan Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General

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Meeting. The Director Election Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Director Election Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Stock Issuance Proposal is not conditioned on the approval of any other proposal.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal.

Voting Your Shares

If you were a holder of record of SilverBox Ordinary Shares as of the close of business on the Record Date, you may vote with respect to the proposals in person or virtually at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of SilverBox Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you are a holder of record of the SilverBox Ordinary Shares, including those shares held as a constituent part of SilverBox Units, you may vote virtually at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, SilverBox urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person even if you have already voted by proxy.

If your SilverBox Ordinary Shares, including those shares held as a constituent part of SilverBox Units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the holder of record, you may not vote your shares virtually at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other nominee) who wish to attend the Extraordinary General Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online Extraordinary General Meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the Extraordinary General Meeting with a link and instructions for entering the Extraordinary General Meeting online. Beneficial shareholders should contact the Transfer Agent at least five business days prior to the date of the Extraordinary General Meeting in order to ensure access.

Revoking Your Proxy

If you authorize a proxy, you may revoke it at any time at or before the Extraordinary General Meeting by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify SilverBox’s CEO in writing to SilverBox Corp IV, 8701 Bee Cave Road, East Building, Suite 310, Austin, TX 78746, before the Extraordinary General Meeting that you have revoked your proxy; or

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•

you may attend the Extraordinary General Meeting, revoke your proxy, and vote in person or virtually, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a SilverBox shareholder and have questions about how to vote or direct a vote in respect of your SilverBox Ordinary Shares, you may call        , SilverBox’s proxy solicitor, by calling         , or if you are a bank or a broker, by calling         , or by emailing         .

Redemption Rights

Pursuant to the Memorandum and Articles of Association, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

1.

(i) hold Public Shares or (ii) hold Public Shares through SilverBox Public Units and elect to separate your SilverBox Public Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

2.

submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SilverBox redeem all or a portion of your Public Shares for cash; and

3.

deliver the certificates for your Public Shares (if any) along with the redemption forms to Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to the Redemption Deadline in order for their Public Shares to be redeemed.

Therefore, the election to exercise redemption rights will occur prior to the Domestication, but the redemption will be with respect to the Pubco Common Stock that an electing Public Shareholder holds after the Domestication. For the purposes of the Memorandum and Articles of Association, the exercise of redemption rights will be treated as an election to have such Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly. Immediately following the Domestication and the Closing, Pubco will satisfy the exercise of redemption rights by redeeming the corresponding shares of Pubco Common Stock issued to the Public Shareholders that validly exercised their redemption rights.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to the Transfer Agent, SilverBox will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, as of August 26, 2025, this would have amounted to approximately $10.51 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The Transfer Agent will typically charge the tendering

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broker approximately $80 and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

Any request for redemption, once made by a Public Shareholder, may not be withdrawn following the Redemption Deadline, unless the SilverBox Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline and, following such deadline, with SilverBox’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by the Redemption Deadline.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in the IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our Sponsor, officers and directors have agreed to, among other things, vote in favor of the Business Combination and waive their redemption rights in connection with the Closing with respect to any SilverBox Ordinary Shares held by them. The SilverBox Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns      % of the issued and outstanding SilverBox Ordinary Shares.

Holders of the SilverBox Warrants will not have redemption rights with respect to the SilverBox Warrants.

The closing price of Public Shares on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, was $10.46. As of August 26, 2025, funds in the Trust Account totaled approximately $210.3 million and were comprised entirely of U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by SilverBox meeting conditions of Rule 2a-7 under the Investment Company Act, as determined by SilverBox, until the earlier of (i) the consummation of a business combination and (ii) the distribution of the Trust Account.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. SilverBox cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal Rights

Neither SilverBox Shareholders nor the holders of Public Warrants have appraisal rights in connection with the Business Combination or the Domestication under the Companies Act or under the DGCL.

Proxy Solicitation

SilverBox is soliciting proxies on behalf of the SilverBox Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. SilverBox has engaged         to assist in the solicitation of proxies for the Extraordinary General Meeting. SilverBox and its directors and officers and employees may also solicit proxies in person. SilverBox will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

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SilverBox will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. SilverBox will pay        a fee of $      plus disbursements, reimburse        for its reasonable out-of-pocket expenses and indemnify         and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as SilverBox’s proxy solicitor. SilverBox will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/​prospectus and the related materials to SilverBox shareholders. SilverBox’s directors and officers and employees of SilverBox who solicit proxies will not be paid additional compensation for soliciting.

SilverBox Shareholders

As of the Record Date, there are        SilverBox Ordinary Shares issued and outstanding, which includes 455,000 SilverBox Class A Ordinary Shares and 5,000,000 SilverBox Class B Ordinary Shares held by the Sponsor and          Public Shares. As of the Record Date, there is outstanding an aggregate of        SilverBox Warrants, which includes 151, 667 Private Placement Warrants held by the Sponsor and 6,666,667 Public Warrants.

Potential Purchases of Public Shares

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding SilverBox, Parataxis, or its or their securities, the Sponsor, SilverBox’s directors, executive officers or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market from Public Shareholders who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares. Any Public Shares purchased by the Sponsor, SilverBox’s directors, executive officers or their affiliates would be purchased at a price no higher than the Redemption Price for the Public Shares. For illustrative purposes, as of August 26, 2025, this would have amounted to approximately $10.51 per Public Share. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates at the Extraordinary General Meeting and would not be redeemable by the Sponsor, SilverBox’s directors, executive officers or their affiliates.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

However, other than as expressly stated in this proxy statement/prospectus, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. SilverBox will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which SilverBox has received redemption requests.

Any such arrangements may have a depressive effect on the price of Pubco Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting. The public “float” of SilverBox’s Public Shares and the number of beneficial holders of SilverBox’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of SilverBox’s securities on a stock exchange.

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THE BUSINESS COMBINATION PROPOSAL

Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement. A current copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties to the Business Combination Agreement made to each other as of the execution date of the Business Combination Agreement and/or other specific dates. The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also qualified in part by the underlying disclosure letters delivered by the parties (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The Disclosure Schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the Record Date. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about SilverBox, Parataxis, or any other matter. For purpose of this section, all capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Business Combination Agreement.

Structure of the Business Combination

On August 6, 2025, SilverBox, Pubco, SilverBox Merger Sub, Company Merger Sub, Parataxis, the Sponsor, SilverBox Representative, and Seller Representative entered into the Business Combination Agreement.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (a) SPAC Merger Sub will merge with and into SilverBox, with SilverBox continuing as the surviving company and with each SilverBox Shareholder receiving one share of Pubco Class A Common Stock for each SilverBox Class A Ordinary Share held by such shareholder in accordance with the terms of the Business Combination Agreement, and (b) Company Merger Sub will merge with and into Parataxis, with Parataxis continuing as the surviving entity, and with the Parataxis Securityholders receiving shares of Pubco Class A Common Stock (other than the Key Company Holder who will receive shares of Pubco Class C Common Stock in exchange for their Company Units in accordance with the terms of the Business Combination Agreement). As a result of the Mergers, SilverBox and Parataxis will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. At least one (1) Business Day prior to the Effective Time, SilverBox will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation.

Business Combination Consideration

As consideration for the Company Merger, at the Effective Time, (i) each Parataxis Common Unit other than Parataxis Common Units held by the Key Company Holder, will be converted into the right to receive, in exchange for such Parataxis Common Unit, a number of shares of Pubco Class A Common Stock equal to (A) the Exchange Ratio (as defined below) multiplied by (B) one Parataxis Common Unit, (ii) each Parataxis Preferred Unit will be converted into the right to receive, in exchange for such Company Preferred Unit, a number of shares of Pubco Class A Common Stock equal to (A) the Exchange Ratio

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multiplied by the product of one Parataxis Preferred Unit multiplied by 1.30 plus (B) a pro rata share of any Adjustment Shares, and (iii) each Parataxis Common Unit held by the Key Company Holder as of immediately prior the Effective Time will be converted into the right to receive, in exchange for such Parataxis Common Unit, a number of shares of Pubco Class C Common Stock equal to (A) one Parataxis Common Unit multiplied by (B) the Exchange Ratio. In addition, each Parataxis Common Unit (including Parataxis Common Units held by the Key Company Holder) will be entitled to receive its pro rata portion of any Earnout Shares, as provided in the Business Combination Agreement. The “Exchange Ratio” is the quotient obtained by dividing the Per Unit Price by $10.00, the “Per Unit Price” is an amount equal to (x) the sum of $100,000,000, plus the gross cash proceeds of the Initial Financing Transactions (as defined below), plus the gross cash proceeds of any Additional Financing Transactions of Parataxis prior to the Closing, divided by (y) the total number of issued and outstanding Parataxis Common Units, after treating all outstanding in-the-money convertible securities of Parataxis as fully vested and exercised, exchanged or converted as of the Effective Time, but excluding any Parataxis Common Units owned by Parataxis in treasury or by any subsidiary of Parataxis and the “Adjustment Shares” means a number of shares of Pubco Class A Common Stock equal to (X) the product of (A) (I) the quotient obtained by dividing (i) the Closing Bitcoin Price by (ii) the Signing Bitcoin Price, (II) minus 1, multiplied by (B) the Preferred Equity Investment Gross Cash Proceeds divided by (Y) $10.00; provided, that the amount calculated in (A) of the foregoing shall not be less than zero.

As additional consideration, Parataxis Common Securityholders also have the potential to receive up to 7,500,000 Earnout Shares (along with any earnings thereon) contingent upon the Pubco Class A Common Stock meeting certain share price targets during the Earnout Period. The Earnout Shares will be issued by Pubco into an escrow account at or prior to the Closing and released in accordance with the following:

•

Two-thirds (2/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and

•

One-third (1/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

All of the Earnout Shares will be accelerated and released if, during the Earnout Period, Pubco is subject to a change of control in which the implied consideration per share of Pubco Class A Common Stock equals or exceeds $12.50 per share (a “Qualifying Change of Control”). In the event that the applicable share price targets are not met during the Earnout Period, Parataxis Common Securityholders will not be entitled to receive the applicable portion of the Earnout Shares (along with any earnings thereon).

As consideration for the SilverBox Merger, at the Effective Time, (i) all issued and outstanding SilverBox Public Units will be automatically detached and the holder thereof shall be deemed to hold (A) one SilverBox Class A Ordinary Share, which will be converted into one share of Pubco Class A Common Stock, and (B) one-third (1/3) of one Public Warrant, which will be converted into one third (1/3) of one Pubco Public Warrant, (ii) all issued and outstanding SilverBox Private Units shall be automatically detached and the holder thereof shall be deemed to hold (A) one SilverBox Class A Ordinary Share, which will be converted into one share of Pubco Class A Common Stock, and (B) one-third (1/3) of one Private Warrant, which will be converted into one third (1/3) of one Pubco Private Warrant, and (iii) each issued and outstanding SilverBox Class B Ordinary Share shall be converted automatically into one SilverBox Class A Ordinary Share, which will be converted into the right to receive one share of Pubco Class A Common Stock. Also at the Effective Time, each issued and outstanding Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding Private Warrant shall be converted into one Pubco Private Warrant.

Pursuant to the Sponsor Letter Agreement, which was signed concurrently with the Business Combination Agreement, at the Closing, up to 150,000 Sponsor Earnout Shares will be deposited in an escrow account and released in the same proportions and upon achievement of the same share price targets (including in connection with a Qualifying Change of Control) as apply with respect to the Earnout Shares.

Holders of shares of Pubco Class A Common Stock issued in the Mergers will be entitled to one (1) vote per share and to receive distributions in proportion to the number of shares of Pubco Class A Common Stock

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held by such holders. In addition, the shares of Pubco Class A Common Stock will be listed for trading and will be freely transferable, subject to the terms of the Lock-Up Agreements (as described below) and any restrictions pursuant to applicable laws.

Holders of shares of Pubco Class C Common Stock issued in the Company Merger, all of which immediately following the Closing will be held by an entity controlled by the Key Company Holder, who will collectively have 80% of the voting power of all shares of capital stock of Pubco (including shares issued in the future) (such voting power, the “Class C Voting Power”) until such time as the Key Company Holder, including its permitted transferees (such as charitable trusts and estate planning vehicles), own less than 25% of their aggregate ownership as of immediately after the Closing (the “Sunset Date”), with the foregoing determination taking into account certain considerations to be more fully described in the Proposed Certificate of Incorporation (as defined below). Upon the Sunset Date or upon certain transfers to third parties or certain disqualifying events (namely, removal from Pubco’s Executive Committee for cause or upon death of the Key Company Holder), the shares of Pubco Class C Common Stock will automatically convert into shares of Pubco Class A Common Stock. Each holder of a share of Pubco Class C Common Stock shall, prior to such conversion, be entitled to the Class C Voting Power for each share of Pubco Class C Common Stock held of record by such holder on all matters on which Pubco stockholders are entitled to vote generally, including the election or removal of directors, and all matters on which holders of Pubco Class C Common Stock as a separate class are entitled to vote. Holders of shares of Pubco Class C Common Stock will be entitled to the same economic rights as the holders of shares of Pubco Class A Common Stock, including any rights to distributions and dividends. The shares of Pubco Class C Common Stock will not be listed or freely transferable.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of the Parataxis and SilverBox, certain of which are qualified by materiality, material adverse effect, knowledge and other similar qualifiers and may be further modified and limited by disclosures schedules. The representations and warranties of SilverBox are also qualified by information included in SilverBox’s public filings, filed or submitted to the SEC on or prior to the Signing Date (subject to certain exceptions contemplated by the Business Combination Agreement).

Representations and Warranties of Parataxis

Under the Business Combination Agreement, Parataxis has made customary representations and warranties, including those relating to: organization and standing, authorization, capitalization, subsidiaries, consents and requisite governmental approvals, no conflict, litigation, financial statements, absence of changes, title to assets, compliance with laws, benefit plans, 280G, labor and employment matters, fund-related matters, certain business practices, transactions with affiliates, finders and brokers, the Preferred Equity Investment, information supplied, independent investigation, real property, material contracts, taxes and that there are no additional representations or warranties.

Representations and Warranties of SilverBox

Under the Business Combination Agreement, SilverBox has made customary representations and warranties, including those relating to: organization and standing, authorization, consents and requisite governmental approvals, no conflict, capitalization, SEC filings, no litigation, absence of certain changes, compliance with laws, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with affiliates, finders and brokers, certain business practices, insurance, independent investigation, that there are no additional representations or warranties, information supplied and the Trust Account.

Survival of Representations and Warranties

Except in the case of Fraud (as defined in the Business Combination Agreement) or as otherwise provided in the Business Combination Agreement, none of the representations and warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any other certificate or instrument delivered by or on behalf of the parties pursuant to the Business Combination Agreement,

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including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing (and there will be no liability after the Closing in respect of such provisions). The covenants and agreements contained in the Business Combination Agreement that by their terms expressly apply in whole or in part after the Closing, will survive the Closing and continue until fully performed in accordance with their terms.

Covenants and Agreements

Conduct of Business

Parataxis and SilverBox agreed to, prior to the Closing, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply in all material respects with all Laws applicable to them and their respective businesses and assets, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations.

During the Combination Period, Parataxis also agreed not to, and to cause its Subsidiaries not to, subject to certain specified exceptions, including as set forth in its Disclosure Schedules or as required by the Transactions or applicable law, unless consented to by SilverBox in writing (which consent will not be unreasonably withheld, conditioned or delayed):

•

amend, waive or otherwise change, in any respect, its organizational documents, except for any amendment or change to the Proposed Organizational Documents;

•

amend, waive or otherwise change, in any respect, or terminate the Sponsor Support Agreement;

•

authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

•

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•

make any Add-On Direct Investment of $10,000,000 or more;

•

other than an Add-On LP Investment, acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets or equity of, any corporation, partnership, association, joint venture or other business organization or division thereof;

•

(x) take any action (or omit to take any action) under any transaction documents related to the Add-On Investments that would reasonably be expected to have a material and adverse effect on the transactions contemplated thereby, (y) fail to use reasonable best efforts to consummate the transactions contemplated by the Add-On Investments as promptly as practicable or (z) terminate or waive any right under the Add-On Investments;

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other than an Add-On LP Investment, incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 individually or $1,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 individually or $1,000,000 in the aggregate;

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make or rescind any material election relating to Taxes, settle any Action relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

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fail to maintain its books, accounts and records in all material respects in the ordinary course of business;

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sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

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other than an Add-On Investment, establish any Subsidiary or enter into any new line of business;

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adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

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(A) grant any increase in the base salary or wages, bonus opportunity, or other compensation or benefits payable to any employee in excess of fifty percent (50%) of the current value of such wages, bonus opportunity or other compensation or benefits; or (B) hire or engage any employee or non-employee individual service provider at a rate of salary, wages or other compensation in excess of $500,000 on an annualized basis, other than for the positions of (x) chief financial officer, (y) chief operating officer and (z) general counsel;

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enter into any agreement, understanding or arrangement with respect to the voting of equity securities of Parataxis, Pubco or the Merger Subs;

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take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Business Combination Agreement;

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enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Related Person (other than compensation and benefits and advancement of expenses);

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make capital expenditures in excess of $5,000,000;

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make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with its outside auditors;

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enter into any Contract, agreement, understanding or arrangement with (a) any present or former director, officer, employee, direct equity holder or Affiliate of Parataxis or (b) record or beneficial owner of more than five percent (5%) of outstanding equity securities of Parataxis as of the date hereof; or

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authorize or agree to do any of the foregoing actions.

During the Combination Period, SilverBox also agreed not to, subject to certain specified exceptions, including as set forth it its Disclosure Schedules or as required by the Transactions or applicable law, unless consented to by Parataxis in writing (which consent will not be unreasonably withheld, conditioned or delayed):

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amend, waive or otherwise change, in any respect, its Memorandum and Articles of Association;

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authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

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split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

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incur, create, assume, prepay, repay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), fees or expenses, in excess of $250,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any

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Indebtedness, Liability or obligation of any Person; provided that, this shall not prevent SilverBox from borrowing funds necessary to finance its ordinary course administrative costs and expenses and SPAC Expenses;

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make or rescind any material election relating to Taxes, settle any Action relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

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amend or otherwise modify, terminate, waive or assign or delegate (as applicable) any right or obligation under any SilverBox Material Contract or enter into any new Contract that would be a SilverBox Material Contract;

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fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

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establish any Subsidiary or enter into any new line of business;

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revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP, and after consulting SilverBox’s outside auditors;

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waive, release, assign, settle or compromise any Action (including any Action relating to the Business Combination Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SilverBox) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the SilverBox Financials;

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acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, company, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

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adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the SPAC Merger);

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voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000 in the aggregate (including the incurrence of any SilverBox Expenses) other than pursuant to the terms of a Contract (a) in existence as of the date of the Business Combination Agreement and disclosed to Parataxis (including in the SilverBox SEC Reports) or (b) entered into in the ordinary course of business or in accordance with the terms of the Business Combination Agreement;

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sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

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other than the SilverBox Loans or as expressly required by the Sponsor Support Agreement, enter into, renew, amend, waive or terminate (other than terminations in accordance with their terms) any Contracts or transactions with any Related Person;

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take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Business Combination Agreement; or;

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authorize or agree to do any of the foregoing actions.

Additional Covenants

The Business Combination Agreement also contains additional covenants of the parties, including, but not limited to, covenants in connection with:

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the parties’ use of reasonable best efforts to consummate the Business Combination and related transactions;

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the parties’ obligation to notify each other and otherwise cooperate in connection (i) any notice or other communication in writing from any third party (including any Governmental Authority) alleging (A) that the Consent of such third party is or may be required in connection with the Transactions contemplated by the Business Combination Agreement or (B) any non-compliance with any Law by such Party or its Affiliates with and (ii) any Action related to the Business Combination brought against any of the parties;

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confidentiality and access to information;

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public announcements with respect to the Business Combination;

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the parties’ obligation not to solicit, initiate or knowingly encourage action to facilitate competing offers or proposals for a transaction other than the Business Combination;

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the parties’ obligation to prepare and mutually agree upon this proxy statement/prospectus;

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the parties’ obligations to obtain the requisite stockholder and other necessary approvals and consents;

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indemnification and insurance coverage of officers and directors;

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establishment of the Pubco Board in accordance with the Business Combination Agreement;

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Parataxis’ delivery to SilverBox, as promptly as reasonably practicable after the date of the Business Combination Agreement, but no later than September 20, 2025, audited and/or reviewed consolidated financial statements required for this proxy statement/prospectus;

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SilverBox’s obligation to keep current and timely file all of the public filings required to be filed by it with the SEC under the Exchange Act and the Securities Act;

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the delisting of SilverBox Units, SilverBox Class A Ordinary Shares and Public Warrants from NYSE and termination of SilverBox’s registration with the SEC pursuant to Sections 12(b), 12(g) and 15(d) of the Exchange Act;

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SilverBox’s obligation to reasonably cooperate with Pubco to cause the shares of Pubco Class A Common Stock and Pubco Public Warrants to be issued in connection with the Mergers to be approved for listing on NYSE or Nasdaq;

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Parataxis’ obligation while in possession of material nonpublic information to not purchase or sell any securities of SilverBox (other than pursuant to the Transactions), communicate such information to any third party, take any other action with respect to SilverBox in violation of such Laws, or cause or encourage any third party to do any of the foregoing;

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amending and restating the Founder Registration Rights Agreement;

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Pubco and Parataxis’ obligation to use reasonable best efforts to consummate the transactions contemplated by the Financing Agreements and Preferred Equity Subscription Agreements;

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the adoption by Pubco of (i) the Proposed Organizational Documents and (ii) the Policy Relating to Business and Strategic Purpose;

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Parataxis’ obligation to consummate the Initial Bitcoin Purchase within fifteen (15) days following delivery by Parataxis to Galaxy of the Preferred Equity Investment Gross Cash Proceeds; and

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the execution of the Shared Services Agreement by Pubco and Parataxis.

Closing Conditions

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or waiver by the applicable parties to the Business Combination Agreement of the conditions set forth below. Therefore, unless these conditions are waived (to the extent they can be waived) by the applicable party(ies) to the Business Combination Agreement, the Business Combination may not be consummated. There can be no assurance that the parties to the Business Combination Agreement would waive any such provisions of the Business Combination Agreement.

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Conditions to Each Party’s Obligations

The consummation of the Transactions is conditioned upon the satisfaction of certain customary closing conditions by each of the parties. These conditions include:

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the requisite approval of SilverBox Shareholders will have been obtained;

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no Governmental Authority will have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits the Business Combination;

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this registration statement will have been declared effective under the Securities Act by the SEC and will remain effective as of the Closing;

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all Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by the Business Combination Agreement shall have been obtained or made; and

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the shares of Pubco Class A Common Stock and Pubco Public Warrants to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq or NYSE, subject only to notice of issuance.

Conditions to the Obligations of Parataxis

The obligations of Parataxis to consummate and effect the Transactions, are subject to the satisfaction or written waiver (where permissible) of each of the following additional conditions at or prior to the Closing:

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certain fundamental representations and warranties related to organization and standing, authorization and finders, brokers and advisors of SilverBox shall be true and correct in all material respects as of the Closing Date; the representations and warranties related to SilverBox’s capitalization shall be true and correct in all but de minimis respects as of the Closing Date, except for those fundamental representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct in all material respects and, in the case of the representations and warranties related to SilverBox’s capitalization, in all but de minimis respects, as of such date);

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each of the representations and warranties of SilverBox (other than the fundamental representations) shall be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (x) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date) and (y) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, SilverBox;

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SilverBox shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing Date;

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no Material Adverse Effect shall have occurred with respect to SilverBox since the date of the Business Combination Agreement which is continuing and uncured;

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each of the covenants of the Sponsor required under the Sponsor Support Agreement to be performed as of or prior to the Closing shall have been performed in all material respects;

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the Employment Agreement and the Sponsor Letter Agreement shall be in full force and effect as of the Closing;

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the Domestication shall have been consummated in accordance with the Business Combination Agreement;

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the Employment Agreement and the Sponsor Letter Agreement shall be in full force and effect as of the Closing; and

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the net cash and cash equivalents delivered to Pubco in connection with the Transactions (after giving effect to the completion and payment of the Redemption and payment of SilverBox Expenses and Parataxis Expenses) including (i) funds remaining in the Trust Account and (ii) net proceeds of the Transaction Financing, shall equal or exceed $25.0 million.

The obligations of SilverBox to consummate and effect the Transactions, are subject to the satisfaction or written waiver (where permissible) of each of the following additional conditions at or prior to the Closing:

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certain fundamental representations and warranties related to organization and standing, authorization and finders, brokers and advisors of Parataxis shall be true and correct in all material respects as of the Closing Date; certain representations and warranties related to Parataxis’ capitalization shall be true and correct in all but de minimis respects as of the Closing Date, except for those fundamental representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct in all material respects and, in the case of certain representations and warranties related to Parataxis’ capitalization, in all but de minimis respects, as of such date);

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the representations and warranties of Parataxis (other than the fundamental representations of Parataxis) shall be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (x) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date) and (y) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, Parataxis or Pubco;

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Parataxis, Pubco and the Seller Representative shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing Date;

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no Material Adverse Effect shall have occurred with respect to Parataxis or Pubco since the date of the Business Combination Agreement; and

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the Employment Agreement and the Sponsor Letter Agreement shall be in full force and effect as of the Closing.

No party may rely on the failure of any condition set forth in the Business Combination Agreement to be satisfied if such failure was caused by the failure of such party or its Affiliates (or with respect to Parataxis, Pubco or the Merger Subs) to comply with or perform any of its covenants or obligations set forth in the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated and the Business Combination may be abandoned at any time prior to the Closing, as follows:

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by mutual written consent of SilverBox and Parataxis;

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by SilverBox or Parataxis if any of the conditions to the Closing set forth in the Business Combination Agreement have not been satisfied or waived by the date that is nine (9) months from the date of the Business Combination Agreement (the “Outside Date”); provided, however, such right to terminate the Business Combination Agreement shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the primary cause of, or directly resulted in, the failure of the Closing to occur on or before the Outside Date;

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by either SilverBox or Parataxis if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions contemplated by the Business Combination Agreement, and such Order or other action has become final and non-appealable; provided, however, that such right to terminate the Business Combination Agreement shall not be available to a Party if the failure by such Party or its

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Affiliates to comply with any provision of the Business Combination Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

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by Parataxis if (i) there has been a material breach by SilverBox or the SilverBox Representative of any of their respective representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of SilverBox shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in the Business Combination Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to SilverBox by Parataxis or (B) five (5) Business Days prior to the Outside Date; provided, that Parataxis shall not have the right to terminate the Business Combination Agreement if at such time the Business Combination, Pubco, the Merger Subs or the Seller Representative is in material uncured breach of the Business Combination Agreement;

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by Parataxis within ten (10) Business Days after there has been a Modification in Recommendation;

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by SilverBox if (i) there has been a breach by Parataxis, Pubco, the Merger Subs or the Seller Representative of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in the Business Combination Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Parataxis by SilverBox or (B) five (5) Business Days prior to the Outside Date; provided, that SilverBox shall not have the right to terminate the Business Combination Agreement if at such time SilverBox or the SilverBox Representative is in material uncured breach of the Business Combination Agreement; or

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by either SilverBox or Parataxis if the Extraordinary General Meeting is held (including any adjournment or postponement thereof) and has concluded, SilverBox Shareholders have duly voted, and the Required Shareholder Approval was not obtained.

In the event of termination of the Business Combination Agreement, the Business Combination Agreement will become void (and there shall be no liability or obligation on the part of the parties and their respective non-party affiliates), with the exception of the parties’ confidentiality obligations, and certain other provisions required under the Business Combination Agreement that shall, in any case, survive any termination of the Business Combination Agreement.

Waiver and Amendments

At any time prior to Closing, any party to the Business Combination Agreement may, by approval by their respective board of directors or other officers or persons duly authorized: (i) extend the time for the performance of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties (of the other party) that are contained in the Business Combination Agreement; or (iii) waive compliance by the other party with any of the agreements or conditions contained in the Business Combination Agreement. The Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the party to the Business Combination Agreement granting such extension or waiver.

Certain Agreements Related to the Business Combination

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/​prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such

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annexes and exhibits. Shareholders of SilverBox and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the Extraordinary General Meeting.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, SilverBox entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (i) vote its SilverBox Ordinary Shares in favor of each of the SilverBox shareholder approval matters, including the Business Combination Agreement and the Transactions, (ii) vote its SilverBox Ordinary Shares against any Acquisition Proposal or Alternative Transaction, (iii) to comply with the restrictions imposed by the Insider Letter, including the restrictions on transfer and redemption of SilverBox Ordinary Shares in connection with the Transactions, (iv) waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the SilverBox Class B Ordinary Shares held by Sponsor will convert into SilverBox Class A Ordinary Shares in connection with the Business Combination and the Transactions, and (v) effective as of the Closing, release any claims against SilverBox, Pubco, Parataxis, SilverBox Merger Sub and Company Merger Sub with respect to any matter arising at or prior to the Closing, subject to customary exceptions and existing contractual rights.

Sponsor Letter Agreement

Contemporaneously with the execution of the Business Combination Agreement, SilverBox entered into a Sponsor Letter Agreement with Sponsor and Pubco (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor will deposit up to 150,000 Sponsor Earnout Shares into an escrow account, such shares to be released from escrow in accordance with the following:

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Two-third (2/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

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One-third (1/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

All of the Sponsor Earnout Shares will be accelerated and released if Pubco is subject to a qualified change of control.

In addition, the Sponsor will use its commercially reasonable efforts to facilitate SilverBox, Parataxis and/or Pubco or their respective subsidiaries entering into Additional financing transactions as contemplated by the Business Combination Agreement.

Lock-up Agreements

Concurrently with the Closing, certain Significant Company Holders will enter into a Lock-Up Agreement with Pubco and SilverBox Representative, pursuant to which the Significant Company Holders will agree that the shares of Pubco Class A Common Stock received by each Significant Company Holder will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of Pubco Class A Common Stock held by each Significant Company Holder will be locked up until the earlier of (i) the Anniversary Release; provided that, in the event the Resale Registration Statement has not been declared effective on or prior to the Anniversary Release, then the Anniversary Release will be deemed to be the date such Resale Registration Statement is declared effective by the SEC, (ii) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Pubco’s shareholders having the right to exchange their shares of Pubco Class A Common Stock for cash, securities or other property and (iii) the date upon which the VWAP of Pubco Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing any time 150 days after the Closing Date.

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Preferred Equity Subscription Agreements

Contemporaneously with the execution of the Business Combination Agreement, Parataxis and Pubco entered into Preferred Equity Subscription Agreements the Preferred Equity Investors, pursuant to which, Parataxis agreed to issue, and the Preferred Equity Investors agreed to purchase, an aggregate of 3,100,000 Parataxis Preferred Units at a purchase price of $10.00 per unit for an aggregate purchase price of $31,000,000.

As described above, the net proceeds of the Preferred Equity Investment will be used by Pubco to purchase Bitcoin.

Pursuant to the Preferred Equity Subscription Agreements, Pubco has agreed to use commercially reasonable efforts to cause the shares of Pubco Class A Common Stock into which the Parataxis Preferred Units will be converted upon consummation of the Company Merger to be registered on the registration statement. To the extent that any such shares of Pubco Class A Common Stock are unable to be included on the registration statement, Parataxis has agreed to certain obligations to have Pubco register and maintain the registration of the shares of Pubco Class A Common Stock into which the Parataxis Units will be converted, including that, as soon as reasonably practicable but no later than forty-five (45) calendar days after the Closing of the Transactions, Pubco shall file with the SEC (at Pubco’s sole cost and expense) a registration statement registering the resale of the shares of Pubco Class A Common Stock into which the Parataxis Units will be converted, and Pubco shall have such registration statement declared effective as soon as practicable after the filing thereof, but no later than 90 calendar days after the Closing of the Transactions, which may be extended an additional 30 calendar days depending on the level of SEC review involved.

Standby Equity Purchase Agreement

Contemporaneously with the execution of the Business Combination Agreement, Parataxis and Pubco entered into the SEPA with Yorkville pursuant to which, subject to the consummation of the Business Combination, Pubco has the option, but not the obligation, to issue, and Yorkville shall subscribe for the Commitment Amount of SEPA Shares at the time of Pubco’s choosing during the 36 months following the Closing, subject to certain limitations. Sales of the SEPA Shares to Yorkville, and the timing of any such sales, are at Pubco’s option, and Pubco is under no obligation to sell any SEPA Shares to Yorkville.

Each advance (each, a “SEPA Advance”) Pubco requests in writing to Yorkville under the SEPA (notice of such request, a “SEPA Advance Notice”) may be for a number of SEPA Shares up to such number of shares as is equal to 100% of the average daily trading volume of the shares of Pubco Class A Common Stock during the five consecutive trading days immediately prior to the date of each SEPA Advance Notice.

Pubco may establish a minimum acceptable price in each SEPA Advance Notice below which Pubco will not be obligated to make any sales to Yorkville pursuant to such notice. The shares of Pubco Class A Common Stock sold pursuant to a SEPA Advance delivered by Pubco will be purchased by Yorkville at a price equal to 97% of the lowest daily VWAP of the shares of Pubco Class A Common Stock during the two consecutive trading days commencing on the date of the delivery of the SEPA Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by Pubco in the SEPA Advance Notice. “VWAP” shall mean for any trading day or specified period, the daily volume weighted average price of the shares of Pubco Class A Common Stock for such trading day on the principal market during regular trading hours, or such specified period, as reported by Bloomberg L.P through its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the Closing or (ii) the date on which Yorkville shall have made payment of SEPA Advances pursuant to the SEPA for SEPA Shares equal to the Commitment Amount. Pubco has the right to terminate the SEPA at no cost or penalty upon five trading days’ prior written notice to Yorkville, provided that there are no outstanding SEPA Advance Notices for which SEPA Shares are required to be issued and that Pubco has paid all amounts owed to Yorkville pursuant to the SEPA. Pubco and Yorkville may also agree to terminate the SEPA by mutual written consent.

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As consideration for Yorkville’s commitment to purchase the SEPA Shares, Pubco agreed to pay to Yorkville the Commitment Fee, of which (i) one-half (the “Initial Fee”) shall be paid on or before the fifth trading day following the consummation of the Transactions, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of Initial Commitment Shares and (ii) the Deferred Fee shall be paid by the Deferred Fee Date, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Common Stock that is equal to the Deferred Fee divided by the average of the daily VWAPs of the Deferred Commitment Shares. The Initial Commitment Shares issuable thereunder shall be included on the Registration Statement. Pursuant to the SEPA, Pubco is required to register for resale all SEPA Shares which Yorkville may acquire, and is required to have a registration statement declared effective by the SEC before it can sell any SEPA Shares to Yorkville.

SEPA Registration Rights Agreement

Contemporaneously with the execution of the Business Combination Agreement, Pubco and Yorkville also entered into the SEPA pursuant to which Pubco agreed to file with the SEC a registration statement covering the resale of the SEPA Shares and the Commitment Shares issuable to Yorkville under the SEPA.

Shared Facilities and Services Agreement

Concurrently with the Closing of the Business Combination Agreement, Pubco and PCM, will enter into a Shared Facilities and Services Agreement (the “Services Agreement”). Pursuant to the Services Agreement, PCM will agree to provide, or cause to be provided, to Pubco and its subsidiaries use of PCM’s facilities and certain services to Pubco and its subsidiaries in exchange for a monthly services fee based on the pro rata portion of PCM’s fully allocated cost and expenses that are directly attributable to the provision of facilities and services to be provided by PCM.

Right of First Refusal Agreement

Concurrently with the Closing of the Business Combination Agreement, Parataxis, PCM, Pubco, and Edward Chin will enter into a Right of First Refusal Agreement (the “ROFR”). Pursuant to the ROFR, if, from the Closing and until the three-year anniversary of the Closing (the “Offer Period”), PCM receives a bona fide, written offer from any person to enter into a single transaction or series of related transactions with respect to (a) the acquisition, directly or indirectly, of fifty percent (50%) of the outstanding voting power of PCM or (b) the sale, lease, transfer, exclusive license or other disposition by PCM of all or substantially all of the assets of PCM (either, a “Sale Transaction”), then PCM shall deliver to Pubco prompt written notice (the “Offer Notice”) thereof stating: (i) the identity of the prospective buyer and (ii) the material terms and conditions of such Sale Transaction. With respect to any such Sale Transaction proposed to be made by PCM during the Offer Period, Pubco shall have a right of first refusal to consummate such Sale Transaction on substantially the same terms and conditions, including price, as the prospective buyer. In the event Pubco elects not to exercise its right of first refusal, PCM may proceed to close the Sale Transaction upon the terms set forth in the Offer Notice or on terms no more favorable to the prospective buyer than those contained in the Offer Notice; provided, that in the event Pubco elects not to exercise its right of first refusal and such Sale Transaction is not consummated within ninety (90) days, then the right of first refusal process described in the ROFR shall survive and repeat itself until the expiration of the Offer Period.

A&R Registration Rights Agreement

Concurrently with the Closing of the Business Combination Agreement, SilverBox, Pubco, the Sponsor and each Company Holder shall enter into the Registration Rights Agreement, dated as of August 15, 2024, by and among SilverBox, Sponsor and the other parties thereto. Pursuant to the A&R Registration Rights Agreement, among other matters, Pubco will (i) assume the registration obligations of SilverBox under such Registration Rights Agreement, with such rights applying to the shares of Pubco Class A Common Stock and (ii) provide the Parataxis Securityholders party thereto with registration rights with respect to the resale of shares of Pubco Class A Common Stock.

Insider Letter Amendment

Concurrently with the Closing of the Business Combination Agreement, SilverBox, Parataxis, Pubco and certain SilverBox insiders will enter into an amendment (the “Insider Letter Amendment”) to the letter

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agreement, dated August 15, 2024, as may be amended, by and among SilverBox, the Sponsor and certain SilverBox insiders therein that was entered into in connection with the IPO (the “Insider Letter”), pursuant to which, among other matters, effective as of the Closing, Pubco shall assume and be assigned the rights and obligations of SilverBox under the Insider Letter.

Background of the Business Combination

SilverBox is a 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. The proposed Business Combination is a product of SilverBox’s multi-faceted expertise, investing and operating experience, broad network of relationships, and focus on creating proprietary transaction opportunities. The terms of the Business Combination Agreement were the result of extensive arm’s-length negotiations between SilverBox and Parataxis (and their respective affiliates and advisors discussed below). The following is a brief description of the background of these negotiations.

On August 19, 2024, SilverBox consummated its IPO of 20,000,000 Units at $10.00 per Unit, generating gross proceeds to SilverBox of $200,000,000. Simultaneously with the closing of the IPO, SilverBox completed the private sale of an aggregate of 455,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to SilverBox of $4,550,000.

Prior to the consummation of the IPO, neither SilverBox, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with SilverBox.

After completing its IPO, SilverBox commenced an active search for businesses or assets to acquire for the purpose of consummating an initial business combination. SilverBox management reviewed self-generated ideas, ideas generated by the SilverBox Board, and ideas generated by the Sponsor’s committee of strategic advisors (the “Advisory Group”); explored ideas with the underwriter from the IPO; considered transactions sourced through various investment banking and advisory firms; and contacted, and were contacted by, a number of individuals and entities with respect to hundreds of business combination opportunities, including business and asset owners, management teams and financial advisors, in a diverse range of sectors, including but not limited to, asset management, automotive, transportation, logistics and mobility, consumer finance, consumer products, e-commerce, enterprise software, environmental services and technology, financial technology, food retail, gaming and gaming technology, healthcare services, insurance services and technology, internet, leisure, manufacturing technology, media technology and telecommunications, mining and strategic minerals, renewable and transitional energy and real estate.

SilverBox considered small/mid-cap businesses that it believed would (i) be ready to operate as a publicly traded company, (ii) generate stable cash flow and/or annual recurring revenue, (iii) be well-positioned to benefit from pursuing a transaction with SilverBox, given the potential benefits to the business selected for a business combination transaction that could be associated with the substantial operational experience, capital markets expertise, and network offered by SilverBox, and (iv) have a dedicated and proven management team that could potentially leverage opportunities sourced through SilverBox’s proprietary channels for the benefit of the post-business combination company. See “—  SilverBox’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information. Representatives of SilverBox engaged in extensive due diligence and multiple detailed discussions directly with the senior executives and/or stockholders of numerous potential business combination partners as part of its overall business combination evaluation process. During the process that led to identifying Parataxis as an attractive business combination target, SilverBox’s management team evaluated more than 300 potential business combination targets and made contact with, was contacted by, or had discussions with approximately 100 representatives or actual or potential advisors of potential business combination targets, and held active discussions regarding the potential for a business combination transaction with such parties regarding such potential business combination targets to discuss the potential for a business combination transaction. SilverBox entered into non-disclosure agreements with 18 potential business combination targets, held management meetings with approximately 15 potential business combination targets, and submitted five non-binding proposals, indications of interest or letters of intent. SilverBox did not enter into an exclusivity period or letter of intent with any target other than Parataxis due to other potential targets either seeking terms that were not

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deemed to be attractive to SilverBox and/or electing to enter into exclusivity with other SPACs or determining not to progress to a business combination with any SPAC. SilverBox believes it was able to evaluate a large number of potential targets due to the size and quality of its management team, its network of industry, private equity, credit fund and lending community relationships, as well as relationships with management teams of public and private companies, investment bankers, restructuring advisors, attorneys and accountants, as well as its proactive, thematic sourcing strategy.

Following the consummation of its IPO, SilverBox dedicated significant time and resources to exploring opportunities in the financial services and asset management industry, including in the digital asset sector. The Sponsor and certain members of the SilverBox management team and Advisory Group (including Joe Reece, who was formerly Executive Vice Chairman and Head of UBS Securities LLC’s Investment Bank for the Americas, amongst other relevant roles), Duncan Murdoch, Jin Chun, Patrick Wilson and Dan Esters, each of whom have significant experience working for global financial services companies, as well as Arik Prawer, former Co-President of Builders Capital, each having strong experience and relationships in the financial services and asset management industry. As a result, SilverBox reviewed or made contact with, or was contacted by, representatives of numerous companies and evaluated more than 20 potential business combination targets in such industry.

Beginning on August 19, 2024, and through the signing of the Business Combination Agreement, SilverBox’s management team (including Stephen Kadenacy, Chairman and Chief Executive Officer of SilverBox, Joseph Reece, Founding Partner of SilverBox, Duncan Murdoch, Chief Investment Officer of SilverBox, Jin Chun, Chief Operating Officer of SilverBox, Patrick Wilson, Partner of SilverBox, and Daniel Esters, Chief Financial Officer of SilverBox), members of SilverBox’s Advisory Group, members of SilverBox’s Board and other representatives of SilverBox’s Founder Group, including representatives of the Sponsor, participated in periodic video and teleconference meetings, including all members of SilverBox’s management team participating in weekly meetings, to discuss matters relating to potential business combination opportunities for SilverBox. Such meetings were intended to keep SilverBox’s management and its advisors apprised of the status of SilverBox’s efforts to identify, evaluate and engage in discussions with potential business combination targets.

Such periodic meetings continued after Parataxis and SilverBox agreed to exclusivity, and during such periods the focus of such meetings turned to updates concerning SilverBox’s negotiation of potential business combination terms and definitive transaction documents, the status of the Preferred Equity Investment, and other related matters.

The SilverBox team was initially introduced to the Parataxis opportunity on May 5, 2025, via an e-mail from an investment bank with whom SilverBox has maintained a long relationship containing introductory materials about Parataxis and PCM.

On May 13, 2025, the SilverBox team had an introductory video conference call with Edward Chin, Co-Founder and Chief Executive Officer of PCM and founder of Parataxis, Thejas Nalval, Co-Founder and Chief Investment Officer of PCM, and other representatives of PCM, to discuss PCM’s business and Parataxis’ business plan and SilverBox’s qualifications as a potential business combination partner. As Parataxis had not yet been established at this time, discussions focused on both PCM and on the funds advised by PCM and the future business of Parataxis (collectively referred to for purposes of this Background of the Business Combination section, unless the context requires otherwise, as “Parataxis”). Subsequent to the call, a mutual non-disclosure agreement was executed the following day and thereafter representatives of Parataxis began providing to SilverBox certain confidential information regarding Parataxis as of the time such indication of interest was prepared.

On May 14, 2025, SilverBox submitted a non-binding indication of interest highlighting SilverBox’s interest in a potential business combination transaction with Parataxis, background information on SilverBox and potential parameters of a potential business combination transaction, noting that SilverBox had received limited information regarding Parataxis to date. Subsequently, on May 14, 2025, Parataxis shared with the SilverBox team certain information on Parataxis, including detailed information on PCM and its managed funds, which included information such as fund sizes, strategies and performance, as well as business and potential investment opportunities for Parataxis.

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Commencing on May 14, 2025, Parataxis provided access to certain confidential information regarding Parataxis to SilverBox and its advisors, and SilverBox’s legal counsel, Paul Hastings LLP (“Paul Hastings”), began a legal due diligence review of the materials shared by Parataxis. During this time, representatives of SilverBox and Parataxis were in frequent contact regarding information requests about Parataxis as part of SilverBox’s diligence process. SilverBox also utilized third-party advisors in connection with its due diligence review of Parataxis, including various contacts and relationships in the digital asset management industry, a boutique consulting firm led by a former senior executive in the digital asset management industry, Korean legal counsel and Paul Hastings.

After May 14, 2025, and continuing through the execution of the LOI, SilverBox also discussed the potential business combination transaction with representatives of Santander US Capital Markets LLC (“Santander”), the underwriter in its IPO and capital markets advisor to SilverBox, including discussions regarding potential market receptivity and other capital markets considerations, as well as other investment banks active in the digital asset sector to discuss potential market receptivity, terms and financing structures.

Representatives of PCM, on behalf of Parataxis, subsequently provided more information to SilverBox on May 15, 2025, and May 16, 2025, including certain legal agreements relating to PCM and its funds, and additional details on its strategy and work undertaken to date in connection with potential investments and transactions under evaluation in Korea.

On May 16, 2025, members of SilverBox’s management team, representatives of the Sponsor and representatives of certain of SilverBox’s advisors had a video conference call with members of Parataxis’ management team for SilverBox to conduct further business and operational diligence and continue discussing the terms of a potential business combination transaction.

On May 16, 2025, members of SilverBox’s management team, including Messrs. Chun and Wilson, met with the principals of PCM, Messrs. Chin and Nalval, for a discussion on the potential business combination transaction including potential transaction structure, valuation, due diligence and a potential path towards collaborating on a business combination transaction.

During the week of May 20, 2025, SilverBox continued its preliminary due diligence of Parataxis, including its review of materials uploaded to the Parataxis virtual data room and discussions with Paul Hastings to discuss legal due diligence.

On May 20, 2025, SilverBox submitted to Parataxis an initial non-binding letter of intent outlining the terms of a potential business combination between SilverBox and Parataxis. This initial non-binding letter of intent provided that it was subject to further due diligence and indicated an initial pre-money equity value for Parataxis of $250.0 million, which would have resulted in the issuance of 25.0 million shares of Pubco Common Stock to Parataxis equity holders upon the closing of the proposed business combination transaction, and up to an additional 5.0 million shares of Pubco Common Stock to the existing Parataxis equity holders as contingent earnout consideration, subject to certain vesting thresholds based on the trading price of the shares of Pubco Common Stock following the closing of the proposed business combination transaction. This initial pre-money equity valuation reflected SilverBox’s management team’s preliminary evaluation of Parataxis’ business and strategy based on the due diligence information that had been provided to SilverBox at that time. The initial non-binding letter of intent also contemplated (i) that the parties intend to secure financing in the amount of $250.0 million from one or more investors, (ii) a potential deferral of up to 1.0 million SilverBox Class B Ordinary Shares by the Sponsor, subject to certain vesting thresholds based on the trading price of the shares of Pubco Common Stock following the closing of the proposed business combination transaction, and (iii) a closing condition that the combined company have at least $250.0 million in cash.

That same day, representatives of SilverBox and Parataxis met via teleconference to discuss the terms of SilverBox’s proposal, including transaction parameters, valuation and financing considerations.

On May 22, 2025, following ongoing discussions among representatives of SilverBox and Parataxis, Parataxis sent a revised non-binding letter of intent to SilverBox. This revised non-binding letter of intent (i) proposed that the resulting combined company would have a governance structure providing Mr. Chin

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with super voting common stock sufficient to allow him to maintain voting control of the combined company and (ii) revised the vesting thresholds for the earnout consideration proposed by SilverBox.

On May 22, 2025, members of SilverBox’s management team, including Messrs. Chun, Reece, Murdoch and Wilson, met via conference call with Messrs. Chin and Nalval for a discussion on due diligence.

On May 23, 2025, SilverBox delivered a further revised non-binding letter of intent to Parataxis proposing, among other things, that up to an additional 7.5 million shares of Pubco Common Stock would be issued to Parataxis equity holders as contingent earnout consideration, subject to certain revised vesting thresholds.

On May 24, 2025, after further discussions and conference calls, SilverBox and Parataxis agreed upon and executed a final version of the non-binding letter of intent (the “LOI”), reflecting the discussions among the parties and their respective advisors and legal counsel over the prior days. The LOI provided, among other things: (i) a proposal to acquire 100% of Parataxis, which would include Parataxis Korea Fund, (ii) a proposed pre-money equity value of Parataxis of $250.0 million, assuming a $10.00 share price for shares of Pubco Common Stock, (iii) that the parties would evaluate the possibility of raising up to $250.0 million of financing in connection with the proposed business combination, (iv) a right of first refusal for Pubco to potentially acquire PCM on terms to be agreed by the parties if PCM were to become engaged in a future sale process, (v) up to 7.5 million shares of Pubco Class A Common Stock would be issued to Parataxis equity holders as contingent consideration, subject to certain vesting thresholds based on post-closing trading price of Pubco Common Stock, (vi) an agreement by the Sponsor to forfeit up to 1.0 million SilverBox Class B Ordinary Shares in order to incentivize participation in financing transactions associated with the proposed business combination or secure non-redemption agreements, subject to certain conditions; and (vii) that the obligations of Parataxis to consummate the Business Combination would be subject to a minimum cash condition of $25.0 million. The LOI also provided for a 30-day mutual exclusivity period, subject to an additional 30-day extension.

On May 25, 2025, members of SilverBox’s management team, including Messrs. Chun, Reece, Murdoch and Wilson, met with Messrs. Chin and Nalval to discuss via teleconference the contemplated transaction timing and process in participating in the financing for the transaction.

On May 26, 2025, an organizational meeting was held via video conference, among representatives of Parataxis and its legal counsel, Ellenoff Grossman & Schole LLP (“EGS”), and representatives of SilverBox and its legal counsel, Paul Hastings. During this meeting, the participants discussed the anticipated terms of the proposed business combination outlined in the LOI and a high-level anticipated timeline for the proposed business combination transaction.

Parataxis also engaged Eversheds Sutherland (US) LLP (“Eversheds”) as special counsel with regard to investment advisory matters and analyses related to the Investment Company Act of 1940. Additionally, Snell & Wilmer was engaged to assist on digital asset technical and regulatory matters.

Subsequent to the organizational meeting on May 26, 2025, representatives of SilverBox and Parataxis met regularly via videoconference to discuss the progress of the proposed business combination transaction, including the status of remaining due diligence items, communication with potential investors in financing transactions and drafts of definitive documentation, as well as collaborate on other work streams including preparing the investor presentation and coordinating public relations and investor relations matters. During this time, SilverBox continued its due diligence, meeting with its advisors and meeting frequently with Mr. Chin.

On May 27, 2025, representatives of SilverBox and Parataxis met in Las Vegas, Nevada, to discuss the potential business combination and to meet with representatives of Clear Street LLC (“Clear Street”) to discuss Clear Street potentially acting as placement agent in connection with potential financing transactions related to the proposed business combination.

On May 30, 2025, SilverBox and PCM had a discussion about Parataxis Korea, including potential legal and regulatory considerations. Additionally on May 30, 2025, SilverBox, Parataxis and representatives of Clear Street met via videoconference to discuss potential participants in, and the strategy and timing

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with regard to, financing transactions that might be entered into and consummated in connection with the proposed business combination.

On June 2, 2025, the SilverBox Board met via videoconference with members of SilverBox’s management team. At the meeting, SilverBox’s management updated the SilverBox Board on the potential business combination transaction with Parataxis, including the terms of the LOI, the period of exclusivity and certain economic terms, the transaction background and rationale, the status of the due diligence process, including the key risks to the transaction.

During the week of June 2, 2025, SilverBox and Parataxis held several discussions, including meetings with investment banks, including Clear Street, to discuss potential financing strategies, transaction structure and valuation considerations. SilverBox also continued its due diligence, including meetings with industry experts and a meeting with an investment firm active in the digital asset sector. SilverBox and Parataxis, with assistance from Clear Street, also began drafting an investor presentation for the purpose of presenting the transaction opportunity to potential investors in prospective financing transactions, including a private placement by Parataxis of preferred equity, as further described below (such transactions, collectively, the “Preferred Equity Investment”).

On June 6, 2025, Parataxis Korea Fund entered into a term sheet with Bridge Biotherapeutics, Inc., a company listed on the Korea Securities Dealers Automated Quotations (“KOSDAQ”) in the Republic of Korea, regarding a potential purchase by Parataxis Korea Fund of a controlling interest in Bridge Bio, subject to Bridge Bio shareholder approval. Parataxis shared a redacted version of the term sheet with SilverBox and Clear Street.

On June 8, 2025, the SilverBox Board met via videoconference with members of SilverBox’s management team. At the meeting, SilverBox’s management updated the SilverBox Board that on June 9, 2025, SilverBox and Parataxis would issue a joint press release announcing the signing of the LOI and SilverBox would file a Current Report on Form 8-K announcing the execution of the LOI. That same day, following approval from the SilverBox Board, SilverBox engaged Clear Street as its lead financial advisor on account of Clear Street’s reputation as being very active in the cryptocurrency transaction sector, including having led multiple financing transactions for Bitcoin treasury companies and other similar capital raises, and Longacre Square Partners as its public relations advisor.

On June 8, 2025, SilverBox, Parataxis, EGS, and representatives of Clear Street met via videoconference to discuss the potential financing transactions.

On June 9, 2025, SilverBox issued a joint press release with Parataxis announcing the signing of the LOI and filed a Current Report on Form 8-K announcing the execution of the LOI, following the execution by Parataxis of a joinder to the LOI.

During the week of June 9, 2025, SilverBox, Parataxis and Clear Street held multiple discussions regarding potential financing transactions under consideration by the parties, including a Preferred Equity Investment, as well as a potential convertible debt financing (the “Convertible Note Offering”), which Convertible Note Offering was considered and discussed between the transaction parties and with prospective investors, but was ultimately abandoned, after the anticipated lead investors and the transaction partner failed to reach agreement on key commercial terms. The foregoing also held additional discussions, including a conference call on June 11, 2025, covering audit, legal, commercial and financial matters that included representatives of SilverBox, Clear Street, Paul Hastings, EGS and Reed Smith LLP, legal counsel to Clear Street.

On June 13, 2025, EGS delivered an initial draft of the Business Combination Agreement to Paul Hastings.

On June 15, 2025, members of the SilverBox management team had a call with Clear Street to discuss the proposed valuation contemplated in the LOI. Subsequently, members of the SilverBox management team held a call to discuss the feedback received from Clear Street regarding the valuation being attributed to Parataxis in the transaction, along with market conditions and general perceptions about investor interest based on preliminary feedback from initial outreach efforts. Thereafter, Mr. Reece held a call with Mr. Chin and Clear Street to discuss the valuation contemplated in the LOI and propose a reduction in the valuation

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to be attributed to the business of Parataxis in the proposed business combination. After giving consideration to the analyses performed by SilverBox management, and the feedback received by Clear Street from participants in its investor outreach, Mr. Reece proposed that such valuation be lowered, primarily with a goal of encouraging positive reception from the equity capital markets upon announcement of the proposed business combination transaction, which SilverBox believed would be beneficial for all parties, noting that market conditions, especially for “de-SPAC” transactions, have been volatile. That same day, SilverBox and Parataxis agreed to modify certain terms of the LOI, including lowering the proposed pre-money valuation of Parataxis from $250.0 million to $175.0 million.

On June 16, 2025, Clear Street began outreach to a broader group of prospective investors to gauge interest for such investors to be “wall crossed” for confidential discussions regarding the Preferred Equity Investment and other potential financing transactions (which, at the time, included a potential Convertible Note Offering). During this week, SilverBox, Parataxis and Clear Street had multiple discussions regarding the potential investor marketing process.

On June 16, 2025, the SilverBox management team had a video conference call with Paul Hastings to discuss the material terms of the initial draft of the Business Combination Agreement in preparation of returning a revised draft of the Business Combination Agreement to EGS and Parataxis.

On June 18, 2025, Paul Hastings and EGS had a video conference call to discuss certain material terms in the initial draft of the Business Combination Agreement.

On June 20, 2025, Parataxis publicly announced that it had entered into a definitive agreement with regard to the acquisition by Parataxis Korea Fund of a controlling equity interest in Bridge Bio, a Korean company with Bitcoin holders, as further described in the section of this proxy statement/prospectus under the heading “Information about Parataxis.”

From June 20, 2025 to July 18, 2025, the respective management teams of SilverBox and Parataxis engaged with prospective investors, including one-on-one meetings via videoconference, and discussions relating to Parataxis’ business strategy and terms of the proposed financing transaction(s). In connection with this process, Clear Street contacted a total of 97 potential investors and SilverBox, Parataxis and Clear Street met with approximately 29 potential investors.

On June 23, 2025, Paul Hastings circulated to EGS a revised draft of the Business Combination Agreement.

The SilverBox team also discussed potential participation in the Preferred Equity Investment with an investor with whom SilverBox has a long-standing relationship with that predates the Parataxis opportunity. Because of this relationship, the investor was contacted by Clear Street as part of Clear Street’s broader marketing strategy. The investor participated in the private placement of risk capital for SilverBox and was therefore familiar with the SilverBox management team and economically incentivized to support the proposed business combination transaction between SilverBox and Parataxis. The investor is also familiar with the digital assets sector and was looking for transactions to invest in in the digital asset sector.

On June 24, 2025, SilverBox, Parataxis and an investor met via videoconference for SilverBox and Parataxis to provide an overview of the potential financing transactions to an investor. Subsequently, SilverBox and the investor met via videoconference on June 26, 2025 to discuss the financing transactions, and thereafter the investor had multiple discussions with Clear Street and SilverBox regarding the investor’s interest in participating in the financing transactions and the possibility of SilverBox to transferring certain Sponsor Shares to the investor in connection with the investor’s capital commitment.

On June 24, 2025, EGS provided Paul Hastings with an initial draft of the Sponsor Letter Agreement.

Representatives of SilverBox management was initially introduced to Newbridge Securities Corporation (“Newbridge”) on June 3, 2025. As part of their ordinary conduct of business, representatives of SilverBox management met with and considered a proposal for another fairness opinion provider in addition to Newbridge. The SilverBox Board considered both fairness opinion providers and decided that both were equally qualified but Newbridge offered more advantageous commercial terms.

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On June 26, 2025, the SilverBox Board met via videoconference and were joined by members of SilverBox’s management team and representatives of Paul Hastings, and of Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to SilverBox (“Maples”). At the meeting, SilverBox management updated the SilverBox Board on the potential business combination transaction with Parataxis, including key aspects of the proposed transaction structure, pro forma financial summary, valuation metrics and financing terms and operating and regulatory considerations and risk factors. The SilverBox Board meeting also included presentations from representatives of Paul Hastings, with respect to general considerations for directors of a company such as SilverBox and the process and timing for preparing and filing this proxy statement/prospectus with the SEC. The meeting also included a presentation from Maples with respect to the SilverBox Board’s fiduciary duties in connection with evaluating and approving the proposed business combination transaction in accordance with Cayman Islands law. Lastly, SilverBox’s management communicated to the SilverBox Board a summary of proposals received from independent financial advisory firms, including Newbridge, to provide a fairness opinion to the SilverBox Board as to whether (i) the consideration payable in the proposed business combination transaction is fair, from a financial point of view, to the SilverBox and the SilverBox Shareholders and (ii) Parataxis has a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned on the Trust Account).

On June 26, 2025, following approval from the SilverBox Board, SilverBox engaged Newbridge to render its opinion as to whether (i) the consideration payable in the transactions contemplated by the Business Combination Agreement is fair, from a financial point of view, to SilverBox and the SilverBox Shareholders and (ii) Parataxis has a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned on the Trust Account).

Between June 26, 2025, and continuing until July 18, 2025, representatives of EGS and Paul Hastings continued to exchange drafts and meet frequently via teleconference calls to negotiate the final terms of the principal agreements for the proposed business combination transaction, including the Business Combination Agreement, the Sponsor Letter Agreement, the Sponsor Support Agreement and a Right of First Refusal Agreement (the “ROFR Agreement”), as well as other ancillary documents. Representatives of such firms also continued work on documents related to the potential financing transaction.

On June 27, 2025, EGS provided Clear Street, Reed Smith and Paul Hastings with an initial draft of the Preferred Equity subscription agreement.

On June 27, 2025, Paul Hastings circulated to EGS a revised draft of the Sponsor Letter Agreement.

On the same date, the SilverBox and Parataxis teams were initially introduced to Yorkville Advisors (“Yorkville”) via conference call.

On June 26, 2025, SilverBox and Parataxis received a term sheet from a potential investor interested in potentially pursing investing in the Convertible Note Offering, which term sheet was subsequently revised by such investor on July 10, 2025. On July 21, 2025 Clear Street, on behalf of SilverBox and Parataxis, met via videoconference with this potential investor; however, mutually agreeable terms were not reached and, as a result, discussions regarding the potential Convertible Note Offering ceased.

On July 2, 2025, the SilverBox Board met via videoconference, with all of SilverBox’s directors participating, and were joined by members of SilverBox’s management team and representatives of Paul Hastings. At this meeting, the SilverBox management team provided an overview of the status of SilverBox’s negotiations with Parataxis regarding the proposed business combination transaction, including the feedback received to date from potential investors in the transaction financing, the status of definitive agreements for the proposed business combination transaction and current process and timeline.

From July 7, 2025, through July 16, 2025, representatives of Parataxis, Clear Street and SilverBox management discussed a proposal to further reduce the valuation, as well as other transaction terms. On July 16, 2025, SilverBox and Parataxis agreed to modify certain terms contained in the executed LOI, including lowering the revised pre-money value from $175.0 million to $100.0 million and excluding from the transaction parameters the economic rights to subsequent investments (not including the investment in Bridge Bio) in South Korea that PCM might determine to pursue in the future.

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On July 8, 2025, an investor and SilverBox reached an agreement in principle for an investor to subscribe for $30 million of preferred equity in Parataxis, in connection with which the Sponsor would also agree to transfer certain SilverBox Class B Ordinary Shares to the investor at the closing of the business combination.

Between July 8, 2025, and August 4, 2025, SilverBox and Parataxis continued discussions with prospective investors to finalize the terms of the Preferred Equity Investment. These discussions included responding to investor questions about the terms and mechanics of investing into Parataxis and the return to holders of preferred equity interests in Parataxis of their respective pro rata shares of Bitcoin with the proceeds from their investments (or the liquidation value thereof) in the event the proposed business combination between SilverBox and Parataxis is not consummated, as well as negotiating certain Preferred Equity Investment terms, such as the inclusion of “most favored nations” protections for Preferred Equity Investment participants and the rights of such investors to potentially receive additional “adjustment shares” issuable by Pubco at closing if Bitcoin prices appreciate during the interim period between announcement and closing. Additionally, two of the three final participants in the Preferred Equity Investment transaction negotiated to receive Pubco shares issuable in the business combination in respect of certain Sponsor Shares held by SilverBox, as further described above. Participants in the Preferred Equity Investment also successfully negotiated an increase in the ratio that would be used to determine the number of Pubco shares issuable at closing to such investor from 1 preferred unit:1.25 Pubco shares to 1 preferred unit: 1.30 Pubco shares, without taking into account the potential issuance of additional “Adjustment Shares” in respect of the appreciation, if any, in the price of Bitcoin prior to closing of the business combination).

On July 11, 2025, following an introduction of the transaction to Yorkville by Clear Street, SilverBox and Parataxis received, through a representative of Clear Street, an initial draft term sheet from Yorkville for the SEPA to be entered into between SilverBox, Parataxis and an entity associated with Yorkville , the terms of which initially included a “pre-paid advance” to be delivered by Yorkville to Parataxis contemporaneously with the closing of the proposed business combination transaction. The terms of such “pre-paid advance” were discussed between representatives of Yorkville, Parataxis and SilverBox over the coming days but discussions regarding such element of the transaction were ultimately discontinued after execution of the non-binding term sheet and prior to execution of definitive agreements with Yorkville.

On July 18, 2025, all of the members of the SilverBox Board met via videoconference and were joined by members of the SilverBox management team and representatives of Paul Hastings, Maples, Clear Street, Santander and Newbridge, to formally consider the proposed business combination transaction. At this meeting, Mr. Reece provided an overview of the status of SilverBox’s negotiations with Parataxis regarding the proposed business combination transaction. The SilverBox Board meeting also included presentations from representatives of Clear Street, with respect to the financing process and investor feedback, Paul Hastings with respect to the material terms of the Business Combination Agreement and ancillary agreements including process, negotiations, representations and warranties and closing conditions and Newbridge, with respect to the support, rationale and findings of its opinion that the potential transaction was fair to the SilverBox Shareholders from a financial point of view. Mr. Chun and a representative of Santander provided an overview of the transaction process going forward, including timing and communications with investors. After discussion among Board members and management, the SilverBox Board unanimously approved the Business Combination Agreement and ancillary agreements and the proposed business combination transaction.

Between July 11, 2025, the date Parataxis and SilverBox received the initial draft SEPA term sheet from Yorkville, and July 25, 2025, representatives of Parataxis and SilverBox discussed the terms of the SEPA with their respective advisors and with representatives of Yorkville, including, among other terms, the parties to the SEPA, commitment amount, pricing and advance mechanics, registration rights and fees requested by Yorkville.

On July 25, 2025, SilverBox, Parataxis and Yorkville agreed to a non-binding term sheet for the SEPA, which included, among other terms, a commitment amount of $400 million, limits on shares issuable in connection with the SEPA associated with Yorkville beneficial ownership and stock exchange requirements, and mutually agreeable fees deliverable to Yorkville in respect of the arrangements. Thereafter, Yorkville and Parataxis commenced negotiations on definitive terms of the SEPA.

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On August 1, 2025, and August 3, 2025, respectively, Yorkville provided an initial draft of the SEPA and the SEPA Registration Rights Agreement, which Parataxis, SilverBox, EGS, Yorkville and Yorkville’s outside legal counsel, Duane Morris LLP, discussed over the ensuing days.

On August 4, 2025, an investor, SilverBox and Parataxis agreed on a revised agreement in principle for the investor’s investment of $30.0 million into Parataxis.

On August 5, 2025, an investor previously contacted by Clear Street as part of the Preferred Equity Investment marketing process indicated to Clear Street a desire to participate in the Preferred Equity Investment for $1.0 million, and on August 6, 2025, that investor agreed in principle to participate.

Contemporaneously with finalizing the terms of the Business Combination Agreement, Yorkville and Parataxis finalized terms of the SEPA and SEPA Registration Rights Agreement and Parataxis and Yorkville executed the SEPA. The form of the SEPA Registration Rights Agreement was agreed upon and will be executed by Pubco and Yorkville concurrent with the consummation, if any, of the proposed business combination between SilverBox and Parataxis.

Pursuant to the terms of the SEPA, Pubco, after the closing of the business combination, will have the option, but not the obligation, to issue, and Yorkville will subscribe for, up to an aggregate commitment amount of $400 million of shares of Pubco Class A Common Stock during the 36-month period after the business combination is consummated, subject to certain limitations, including ownership and stock exchange-related limits, at prices and on other terms set forth in the SEPA, in consideration for which commitment Pubco will deliver to Yorkville a commitment fee in an amount equal to 1.0% of the Commitment Amount, with (i) one-half shall be paid on or before the fifth trading day following the consummation of the Transactions, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Common Stock that is equal to the Initial Fee divided by $10.00 and (ii) one-half shall be paid within five trading days of the date that Pubco receives proceeds from the sale of SEPA Shares to Yorkville of at least $50 million, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Common Stock that is equal to the Deferred Fee divided by the average of the daily VWAPs of the shares of Pubco Class A Common Stock during the first 3 trading days immediately following the Deferral Fee Date and together with the Initial Commitment Shares, if any, the Upon the closing of the proposed business combination, Pubco and Yorkville will enter into the agreed form of SEPA Registration Rights Agreement, pursuant to which Pubco will agree to file with the Securities and Exchange Commission a registration statement covering the resale of the Pubco Class A Common Stock issuable in connection with the SEPA and the Commitment Shares.

On August 5, 2025, the SilverBox Board met via videoconference, at which all of SilverBox’s directors participated and were joined by members of SilverBox’s management team and representatives of Paul Hastings and Newbridge, to formally approve the proposed business combination transaction based on the revised terms. At this meeting, Mr. Reece provided an update on the overall transaction structure, feedback from investors and the management teams’ latest views on the merits and risks around the proposed business combination transaction. Representatives of Paul Hastings advised the members of the SilverBox Board on material changes to the Business Combination Agreement, ancillary agreements and the proposed Board resolutions. The SilverBox Board also heard from a representative of Newbridge, who reaffirmed the fairness of the transaction to the SilverBox Shareholders in the opinion of Newbridge. After discussion among Board members and management, the SilverBox Board unanimously approved the Business Combination Agreement and ancillary agreements and the proposed business combination transaction based on the revised terms.

On August 6, 2025, the manager of Parataxis and members of Parataxis holding a majority in interest in Parataxis executed a joint written consent approving the Business Combination Agreement and ancillary agreements and the proposed business combination transaction.

Following the SilverBox Board meeting, legal counsel to the parties and management of SilverBox and Parataxis worked to finalize the Business Combination Agreement and ancillary agreements on the terms approved by the SilverBox Board, which the parties executed on August 6, 2025 after market close. Also after market close on August 6, 2025, SilverBox and Parataxis jointly issued a press release announcing the

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signing of the Business Combination Agreement, and SilverBox filed a Current Report on Form 8-K announcing the execution of the Business Combination Agreement and summarizing the key terms of the proposed business combination transaction.

The SilverBox Board’s Reasons for the Approval of the Business Combination

In evaluating the Business Combination, the SilverBox Board consulted with SilverBox’s management and SilverBox’s financial and legal advisors. On August 5, 2025, the SilverBox Board unanimously: (i) determined that it is in the best interests of SilverBox and its shareholders for SilverBox to enter into the Business Combination Agreement and the Ancillary Documents; (ii) approved the Transactions and (iii) recommended that the SilverBox shareholders approve the Shareholder Proposals. The SilverBox Board considered and evaluated a number of factors, including the factors discussed below. The SilverBox Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching their respective determinations. The SilverBox Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the SilverBox Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The SilverBox Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Ancillary Documents and the Transactions contemplated therein, including the following factors:

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Strategic Exposure to Bitcoin with Institutional Governance.   Pubco stockholders, including former shareholders of SilverBox, will gain access to Bitcoin through a listed vehicle designed to meet the expectations of public market shareholders — including an expectation that Parataxis’ Bitcoin assets will be held by one or more qualified third-party custodians, satisfaction of public exchange listing requirements, PCAOB audited financial statements, and public company board oversight.

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NAV-Accretive Platform Architecture.   Many comparable publicly listed Bitcoin treasury vehicles currently trade at a premium to NAV on stock exchanges globally. This value premium enables the initial capital formation event to be completed at a premium to NAV, with the potential for Pubco to raise additional capital at a premium to NAV, which would be value accretive.

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South Korean Market Opportunity.   The SilverBox Board considered the structural factors of the South Korean market, including the breadth of digital asset ownership and trading volumes, the current regulatory landscape, the absence of a spot Bitcoin ETF currently available in South Korea and high retail participation, in light of which the potential for a meaningful accretion in the equity value of Parataxis Korea.

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Bitcoin Yield Strategy and Capital Efficiency.   The SilverBox Board considered, in its evaluation of the proposed Business Combination, Parataxis management’s strategy to generate modest, low-volatility Bitcoin yield on the treasury assets of Parataxis and the track record of PCM in managing assets for third parties. The SilverBox Board believes that this organic yield generation capability has the potential for generating enhanced Bitcoin yield for shareholders and value accretion on a risk-adjusted basis.

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Management Team and Embedded Right of First Refusal Reflecting Aligned Incentives with PCM.   The SilverBox Board considered the fact that Parataxis will be led by Edward Chin, supported by other senior professionals of PCM, which has a proven track record in asset management. The SilverBox Board considered the management team’s equity ownership and earn-out consideration as factors in the management term’s long-term ownership of Pubco, and prohibitions on the transfer of management shares for a period of time following the consummation of the Transactions, reflecting management’s belief in and commitment to Pubco’s growth following the consummation of the Transactions. The SilverBox Board also considered management’s ownership of PCM and the execution services to be provided to Pubco and Parataxis by PCM post-Closing as aligned with the long-term growth objectives of Pubco, and considered the value of Pubco’s right of first refusal (ROFR) on PCM as providing strategic flexibility for future consolidation in the asset management industry.

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•

Reasonableness of Aggregate Consideration.   Following a review of information provided to SilverBox and discussion with Parataxis management prior to execution of the Business Combination Agreement, and taking into account the views of SilverBox’s financial advisors, the SilverBox Board considered the aggregate consideration to be delivered to Parataxis’ equity holders in the proposed Transactions and determined that such consideration was reasonable in light of such information and SilverBox’s analyses thereof.

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Attractive Valuation.   The SilverBox Board considered that Parataxis’ implied valuation following the Business Combination, relative to the current implied valuations of certain publicly traded peer companies examined by SilverBox, is favorable for SilverBox and its shareholders.

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Fairness Opinion of the Financial Advisor.   The SilverBox Board took into account the financial analyses carried out by Newbridge, and presented by Newbridge to the SilverBox Board, as well as the oral opinion of Newbridge rendered to the SilverBox Board on August 5, 2025, as subsequently confirmed in writing, as to the fairness, from a financial point of view, to the Public Shareholders, of the consideration deliverable to Parataxis in the Business Combination.

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Lockup.   Subject to certain limited and customary exceptions with respect to permitted transfers, securities issued to significant Parataxis equity holders in the Business Combination will be subject to a 6-month lockup (subject to early release in the event that shares of Pubco Class A Common Stock achieve certain trading-price based metrics), which was regarded as an important potential mitigant to volatility relative to post-Closing trading prices of Pubco Class A Common Stock.

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Due Diligence.   SilverBox and its advisors, including Paul Hastings, conducted a diligence review of Parataxis and its business and operations, including review of relevant documentation and discussions with Parataxis management and Parataxis’ financial and legal advisors.

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Other Alternatives.   No other alternative transactions were currently under consideration by SilverBox and not proceeding with the proposed Business Combination with Parataxis was expected to deprive SilverBox Shareholders from the opportunity to participate in an investment in Parataxis.

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Shareholder Approval.   In connection with the Business Combination, the Public Shareholders have the option to: (i) remain stockholders of Pubco after the Closing; (ii) sell their Public Shares; or (iii) redeem their Public Shares for the Redemption Price pursuant to the terms of the Memorandum and Articles of Association.

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Negotiated Transaction and Terms of the Business Combination and Ancillary Documents.   The financial and other terms and conditions of the Business Combination Agreement and the Ancillary Documents are reasonable and were the product of arm’s length negotiations between SilverBox and Parataxis. The SilverBox Board considered the terms and conditions of the Business Combination Agreement and the Ancillary Documents, including each party’s representations, warranties, covenants and agreements, the conditions to each party’s obligations, as well as the commitment by each party to complete the Transactions.

The SilverBox Board also considered a variety of risks and uncertainties and other potentially negative factors concerning the Business Combination, including the following:

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Bitcoin Price Volatility and Related Business Risks.   The SilverBox Board considered the risks to successful implementation of Pubco’s business plan and strategy. Such risks included: (i) the value of Parataxis’ assets are partially linked to the market value of Bitcoin, which remains a volatile asset class (ii) that Parataxis is a relatively new entity managing a public strategy in a complex asset class and Parataxis’ management does not have extensive experience managing public companies; (iii) risks relating to evolving regulatory requirements for digital assets in both the U.S. and South Korea; and (iv) macroeconomic, geopolitical and regulatory risks, particularly regarding the execution of transactions in South Korea.

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Valuation.   SilverBox may not have properly valued Parataxis.

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Reputational Risks.   Operating in the digital asset space can attract increased scrutiny from investors, media, and regulators given its past history of bad actors and others who pose reputational risk.

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•

Benefits May Not Be Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

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Redemption Risk.   The risk that a significant number of Public Shareholders elect to redeem their Public Shares prior to the consummation of the Business Combination pursuant to the Memorandum and Articles of Association, thereby reducing the amount of cash available to Pubco following the consummation of the Business Combination, which could adversely affect Pubco or reduce the benefits to SilverBox Shareholders of the Business Combination.

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Closing Conditions.   The fact that completion of the Business Combination is conditioned on the satisfaction (or waiver) of certain closing conditions that are not within SilverBox’s control.

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Listing Risks.   The challenges associated with preparing Parataxis, a private company, for the applicable disclosure and requisite internal controls and listing requirements to which it will be subject as a publicly traded company on a national stock exchange.

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Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

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Fees and Expenses.   The fees and expenses associated with completing the Business Combination.

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Other Risks.   Various other risks associated with the business of Parataxis, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination

Certain officers and directors of SilverBox may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of the SilverBox Shareholders. The SilverBox Board reviewed and considered these interests during the negotiation of the terms of the Business Combination and in evaluating and unanimously approving, as members of the SilverBox Board, the Business Combination Agreement and the Business Combination.

In particular:

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The Sponsor (including certain of SilverBox’s officers and directors who are members of the Sponsor) has invested in SilverBox an aggregate of $4,575,000, consisting of the $25,000 purchase price for 5,000,000 SilverBox Class B Ordinary Shares and the $4.55 million purchase price for 455,000 Private Placement Units. Certain of SilverBox’s officers and directors have an indirect economic interest in such shares. Assuming a trading price of $10.46 per SilverBox Class A Ordinary Share and $0.41 per Public Warrant (based upon the respective closing prices of the SilverBox Class A Ordinary Shares and the Public Warrants on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), the 5,000,000 SilverBox Class B Ordinary Shares and 455,000 Private Placement Units (comprised of 455,000 Private Placement Shares and 151,667 Private Placement Warrants), in each case if unrestricted and freely tradable, would have an implied aggregate market value of approximately $57.1 million. However, given such shares of Pubco Class A Common Stock will be subject to lockup restrictions, we believe such shares have less value. Even if the trading price of the Pubco Class A Common Stock were as low as $0.92 per share, the aggregate market value of the SilverBox Class B Ordinary Shares alone (without taking into account the value of the Private Placement Units) would be approximately equal to the initial investment in SilverBox by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in SilverBox at a time when the SilverBox Class A Ordinary Shares have lost significant value. On the other hand, if the Business Combination is not approved and SilverBox is unable to complete another business combination within the Combination Period, the Sponsor may lose its entire investment in SilverBox.

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The Sponsor purchased 455,000 Private Placement Units for $4.55 million, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Certain of SilverBox’s officers and directors have an indirect economic interest in such Private Placement Units. If the Business Combination Proposal is not approved and SilverBox does not consummate a business

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combination within the Combination Period, then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares and the Private Placement Warrants held by the Sponsor may be worthless.

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The Sponsor may lose its entire investment in SilverBox if the Business Combination Proposal is not approved and SilverBox does not complete another business combination by August 19, 2026, or such earlier date as the SilverBox Board may approve or such later date as the shareholders may approve in accordance with the Memorandum and Articles of Association. If SilverBox is unable to complete an initial business combination within the Combination Period, SilverBox will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In such event, the 5,000,000 SilverBox Class B Ordinary Shares purchased by the Sponsor for $25,000 and the 455,000 Private Placement Units purchased by the Sponsor for $4.55 million may be worthless.

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The Sponsor and SilverBox’s directors and officers have agreed not to redeem any of the SilverBox Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

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The Sponsor and SilverBox’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the SilverBox Ordinary Shares (other than Public Shares) held by them if SilverBox fails to consummate an initial business combination within the Combination Period.

•

The Sponsor and SilverBox’s officers and certain directors may lose their entire investment in SilverBox and may not be reimbursed for loans extended, fees due or out-of-pocket expenses if the Business Combination is not consummated within the Combination Period. As of the date of this proxy statement/prospectus, there are loans extended, fees due and outstanding out-of-pocket expenses of $          in the aggregate for which the Sponsor and SilverBox’s officers and directors are awaiting reimbursement.

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If the Trust Account is liquidated, including in the event SilverBox is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify SilverBox to ensure that the proceeds in the Trust Account are not reduced below $10.05 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which SilverBox has entered into an acquisition agreement or claims of any third party for services rendered or products sold to SilverBox, but only if such a vendor or target business has not executed a waiver of all rights to seek access to the Trust Account.

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SilverBox Securities, an affiliate of the Sponsor, will receive a deferred IPO advisory fee in the amount of $2.03 million and a fee of $310,000 in connection with the Preferred Equity Investment, both of which will be payable upon the Closing.

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Pursuant to the A&R Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Pubco Class A Common Stock and Pubco Warrants held by it following the consummation of the Business Combination.

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A member of SilverBox’s management team, and an affiliate of the Sponsor, is expected to serve on the Pubco Board and may receive compensation for such service.

The Sponsor and certain of SilverBox’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that may be viewed as sub-optimal by Public Shareholders. The Sponsor and its affiliates have at risk capital that depends upon the completion of a business combination. Such amounts consist

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of: (i) 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of approximately $57.1 million (based upon the closing price of $10.46 per SilverBox Class A Ordinary Share on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/​prospectus), which shares include the 150,000 Sponsor Earnout Shares, which are subject to vesting; and (ii) 151,667 Private Placement Warrants, with an implied aggregate market value of $62,183.47 (based upon the closing price of $0.41 per Public Warrant on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), each of which entitles the holder of such warrant to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustment. In addition, SilverBox Securities, an affiliate of the Sponsor, will receive $2.03 million as a deferred IPO advisory fee in connection with the Closing, and $310,000 as a fee in connection with the Preferred Equity Investment, which fees will be payable upon the Closing. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of SilverBox.

The Sponsor and its affiliates are active investors, which SilverBox and the Sponsor believe improved the volume and quality of opportunities that were available to SilverBox.

However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, the Memorandum and Articles of Association provides that SilverBox renounces its interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in their capacity as a director or officer of SilverBox and is an opportunity that SilverBox is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. SilverBox is not aware of any such conflict or opportunity being presented to any founder, director or officer of SilverBox nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target. The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of SilverBox and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

The SilverBox Board concluded that the potential benefits expected to be received by SilverBox and its shareholders as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. The SilverBox Board also noted that SilverBox Shareholders would have a substantial economic interest in Pubco (depending on the level of SilverBox shareholders that sought redemption of their Public Shares into cash). Accordingly, the SilverBox Board unanimously determined that the Business Combination Agreement, the Business Combination, and all actions necessary, appropriate or advisable to consummate the Business Combination are in the best interests of SilverBox and its shareholders.

Fairness Opinion of Newbridge Securities Corporation

Summary of Newbridge’s Financial Analysis

SilverBox retained Newbridge to act as its financial advisor in connection with entering into a Business Combination Agreement. Newbridge, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. SilverBox selected Newbridge to act as its financial advisor in connection with entering into a Business Combination Agreement on the basis of Newbridge’s experience in similar transactions and its reputation in the investment community.

On August 6, 2025, at a meeting of the SilverBox Board held to evaluate entering into the Business Combination Agreement, Newbridge delivered to the SilverBox Board a presentation, and was confirmed by delivery of a written opinion, dated August 6, 2025, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion, each of (i) the Per Unit Class A Merger Consideration, the Per Unit Class C Merger Consideration and the Exchange Ratio is fair, from a financial point of view, to SilverBox and SilverBox’s public shareholders and (ii) Parataxis

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has an aggregate fair market value equal to at least eighty percent (80.0%) of the assets held by SilverBox in its trust account (the “Trust Account”) for the benefit of the Public Shareholders (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account).

The full text of Newbridge’s written opinion to the SilverBox Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex H hereto and is incorporated by reference herein in its entirety. The following summary of Newbridge’s opinion is qualified in its entirety by reference to the full text of the opinion. Newbridge delivered its opinion to the SilverBox Board for the benefit and use of the SilverBox Board (in its capacity as such) in connection with and for the purposes of its evaluation of entering into the Business Combination Agreement from a financial point of view. Newbridge’s opinion also does not address the relative merits of entering into the Business Combination Agreement as compared to any alternative business strategies or transactions that might exist for SilverBox, or the underlying business decision of SilverBox, whether to proceed with those business strategies or transactions.

In connection with rendering its opinion, Newbridge, among other things:

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considered our assessment of general economic, market and financial conditions as well as our experience in connection with similar transactions, and business and securities valuations generally;

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reviewed documents related to the Business Combination, including a draft of the Business Combination Agreement materially the same as the final Business Combination Agreement;

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reviewed documents related to the Preferred Equity Investment including drafts of the Preferred Equity Subscription Agreements materially the same as the final versions of such agreements;

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reviewed SilverBox’s publicly available last three fiscal quarters of historical financial results, (Q3-2024 – Q1-2025);

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reviewed publicly available financial information of SilverBox filed with the SEC, including its Form 10-K and 10-Qs, and certain reports on material events filed on Forms 8-K between August 16, 2024, through August 5, 2025;

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conducted discussions with SilverBox’s management team to better understand SilverBox’s recent business history, review their corporate presentation and near-term financials;

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conducted discussions with Parataxis’ management team to better understand their company’s business, their recent business history, certain balance sheet assets, and drivers of future growth;

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performed an analysis of the proforma Market Capitalization / Bitcoin Holdings (in USD) (the “mNAV”) ratio of the Transactions (which included the acquisition of Parataxis, the Preferred Equity Investment of $31.0 million, and the purchase of Bitcoin); and

•

performed a Public Company Comparable analysis of similar companies to Parataxis, which included variables such as trading on major stock exchanges in the United States and Japan, and that have businesses that are primarily classified as being in the “Bitcoin Treasury” sector to attain the average mNAV ratio.

In conducting its review and arriving at its opinion, Newbridge did not independently verify any of the foregoing information and Newbridge assumed and relied upon such information being accurate and complete in all material respects, and Newbridge further relied upon the assurances of management teams of both SilverBox and Parataxis, that they are not aware of any facts that would make any of the information reviewed by Newbridge inaccurate, incomplete or misleading in any material respect. In addition, Newbridge has not assumed any responsibility for any independent valuation or appraisal of the assets or liabilities, including any ongoing litigation and administrative investigations, if any, of Parataxis, nor has Newbridge been furnished with any such valuation or appraisal. In addition, Newbridge has not assumed any obligation to conduct, nor has it conducted, any physical inspection of the properties or facilities of Parataxis.

The issuance of Newbridge’s opinion was approved by an authorized internal committee of Newbridge. Newbridge’s opinion is necessarily based on economic, market and other conditions as they exist and can be evaluated on, and the information made available to it on, the date thereof. Newbridge expressed no opinion as to the underlying valuation, future performance or long-term viability of SilverBox and its

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successors. Further, Newbridge expressed no opinion as to what the value of the SilverBox Class A Ordinary Shares and SilverBox Class B Ordinary Shares actually will be when the Business Combination is consummated or the prices at which SilverBox Class A Ordinary Shares will trade at any time. It should be understood that, although subsequent developments may affect Newbridge’s opinion, Newbridge does not have any obligation to update, revise or reaffirm its opinion and has expressly disclaimed any responsibility to do so.

The following represents a brief summary of the material financial analyses reviewed by the SilverBox Board and performed by Newbridge in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Newbridge, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Newbridge. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Newbridge.

Newbridge employed the following methodologies to analyze the mNAV ratio of the Transactions:

Analysis of the Transactions’ mNAV Ratio

To calculate the implied mNAV ratio of the Transactions, Newbridge examined several different components of the transactions.

(A)

Sources of Funds: Adding the cash held in the Trust Account prior to the Transactions was approximately $209,000,000, and the issuance of the Parataxis Preferred Units of $31,000,000.

(B)

Proforma Capitalization Table: Adding the shares of the Public Shareholders (20,000,000), the common stock equivalents of Parataxis Preferred Units (4,030,000), the Sponsor’s SilverBox Class B Ordinary Shares (5,305,000), and the acquisition of Parataxis (10,000,000), for a total of 39,335,000 shares.

(C)

Uses of Funds: $240,000,000 in cash to be used, minus fees and expenses of approximately $5,600,000, minus the repayment of a Parataxis bridge note outstanding of $4,300,000, minus working capital of $5,000,000, leaving $225,100,000 to purchase Bitcoin.

(D)

mNAV Calculation:

•

Proforma Equity Value calculation derived by multiplying the proforma shares outstanding (39,335,000) by $10.00 is $393,350,000.

•

Total Bitcoin Value calculation derived by adding Bitcoin purchased of $225,100,000 plus $27,000,000 of Parataxis Bitcoin balance sheet equivalent is $252,100,000.

•

Proforma Equity Value ($393,350,000) / Bitcoin Holdings of $252,100,000. = Transactions mNAV of 1.56x.

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The tables below summarizes the Transactions.

(A) Source of Funds ($ in millions)
Capital Tranche	Dollars Raised			Shares (in millions)
Cash in Trust Account(1)	​	$	209.0	​	20.00
Preferred Equity Investment(2)	​	$	31.0	​	4.03
Total Capital Raise	​	$	240.0	​	​
(C) Use of Funds(millions of USD)
Total Uses	​	$	240.0	​
Fees and Expenses(6)	​	$	5.6	​
Bridge Refinancing(7)	​	$	4.3	​
Working Capital(8)	​	$	5.0	​
Bitcoin Purchased(9)	​	$	225.1	​

(B) Pro Forma Capitalization Table
Tranche Type	Shares (in millions)			Pro Forma Ownership (%)
Public Shareholders(3)	​	​	20.00	​	50.8%
Preferred Equity Investment(4)	​	​	4.03	​	10.2%
Sponsor(3)	​	​	5.31	​	13.5%
Parataxis(5)	​	​	10.00	​	25.4%
Total Pro Forma Shares	​	​	39,335,000	​	100.0%
(D) mNAV Calculation				​
Total Pro Forma Shares	​	​	39.40	​
BCA Share Price	​	$	10.00	​
Pro Forma Market Cap.	​	$	3,934.4	​
Bitcoin Purchased	​	$	225.1	​
Parataxis Balance Sheet Assets(10)	​	$	27.0	​
Total Bitcoin Value	​	$	252.1	​
mNAV	​	​	1.56x	​

(1)

Confirmed by management team in their discussions with Transfer Agent.

(2)

To close upon announcement of execution of the Business Combination Agreement, and to be issued at $7.69 per share (when all discounts factored in).

(3)

Shares sourced from SilverBox’s filings with the SEC.

(4)

Number of shares of Pubco Class A Common Stock associated with the $31.0 million Preferred Equity Investment.

(5)

Number of shares to acquire Parataxis at $10.00 per share.

(6)

Estimates of fees related to Preferred Equity Investment.

(7)

Repayment of Parataxis bridge note.

(8)

To be used for Business Combination transaction expenses.

(9)

SilverBox / Parataxis will be using the majority of the proceeds to acquire Bitcoin at an estimated price of $100,000.

(10)

Parataxis balance sheet assets of Bitcoin equivalent as of August 5, 2025.

Comparable Public Company Analysis of mNAV Ratio

To calculate the implied equity value of the operating business, Newbridge first obtained the current Average mNAV ratios (Market Capitalization / Total Bitcoin on Balance Sheet x Average Bitcoin Price) from a total of eight (8) comparable public companies identified by Newbridge that that are primarily classified as being in the “Bitcoin Treasury” sector.

The public company comparables were selected using the following criteria: (i) listed on a major stock exchange in the United States (i.e., NYSE American, Nasdaq and NYSE) and Japan (Tokyo Stock Exchange) (ii) has announced that its stated primary objective is to acquire and hold Bitcoin for treasury management

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and creation of shareholder value, (iii) is one of the current top 20 corporate holders of Bitcoin, and (iv) has raised at least $200 million through debt or equity instruments with the specific purpose of acquiring Bitcoin.

There were some criteria that Newbridge used to exclude certain public companies from the dataset, including:

•

Companies that are primarily valued for their operating company metrics but have significant Bitcoin on their balance sheet; examples include Tesla, Inc. (Nasdaq:TSLA).

•

Companies that are multi-digital strategy companies that include various digital asset eco-system sub-sectors (crypto infrastructure / block-chain facilitation); examples include Galaxy Digital Inc. (Nasdaq:GLXY).

•

Companies that are have other digital coin assets (not primarily Bitcoin); examples include SharpLink Gaming, Inc. (Nasdaq:SBET), which announced in May 2025 a reverse merger to become the largest publicly traded holder of Ethereum in the world.

The average mNAV Ratio for the “Bitcoin Treasury” sector was 1.81x and that was then compared against the implied mNAV ratio of the Transactions of 1.56x.

The table below summarizes certain observed market capitalizations, the respective Bitcoin held on balance sheet and the US$ equivalent value of the Bitcoin held using the average price of Bitcoin on August 5, 2025, and resulting mNAV ratios of the selected public companies that were sourced from S&P Capital IQ data and Bitcointreasuries.net as of August 5, 2025.

Comparable Public Company Analysis

August 4, 2025

Balance Sheet

Valuation Multiple

Bitcoin Treasury Public Cos(1)

Stock Symbol

Stock Price

Market Capitalization(1)

Bitcoin Held (Units)(2)

Bitcoin Held (US$M)(3)

mNAV

Company Name

MicroStrategy Incorporated

NasdaqGS:MSTR

​

$

389.24

​

$

110,370.10

​

628,791

​

$

72,264

​

1.53x

Cantor Equity Partners, Inc.(4)

NasdaqGM:CEP

​

$

28.60

​

$

10,602.00

​

43,514

​

$

5,001

​

2.12x

MARA Holdings, Inc.

NasdaqCM:MARA

​

$

16.04

​

$

5,942.10

​

50,000

​

$

5,746

​

1.03x

Cantor Equity Partners I, Inc.(5)

NasdaqGM:CEPO

​

$

11.13

​

$

5,317.90

​

30,021

​

$

3,450

​

1.54x

Trump Media & Technology Group Corp.

NasdaqGM:DJT

​

$

16.89

​

$

4,679.70

​

18,430

​

$

2,118

​

2.21x

Metaplanet Inc.

TSE:3350

​

$

6.70

​

$

4,642.80

​

17,595

​

$

2,022

​

2.3x

Columbus Circle Capital Corp I(6)

NasdaqGM:BRR

​

$

10.36

​

$

1,312.60

​

4,932

​

$

567

​

2.32x

Semler Scientific, Inc.

NasdaqCM:SMLR

​

$

35.37

​

$

820.10

​

5,021

​

$

577

​

1.42x

​

​

​

​

​

​

​

​

​

​

Average mNAV

​

1.81x

(1)

S&P Capital IQ (as of August 4, 2025).

(2)

www.bitcointreasuries.net

(3)

$USD value of Bitcoin holdings calculated using Average price of Bitcoin of $114,925.17 on August 4, 2025. Source: CoinMarketCap.

(4)

On April 23, 2025, Cantor Equity Partners, Inc., a special purpose acquisition company (“CEP”), announced it had entered into a business combination with Twenty One Capital. The market capitalization presented reflects the pro forma share count (per US SEC Filings) multiplied by the closing price of CEP as of August 4, 2025.

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(5)

On July 17, 2025, Cantor Equity Partners I, Inc., a special purpose acquisition company (“CEPO”), announced it had entered into a business combination with BSTR, Holdings Inc. The market capitalization presented reflects the pro forma share count multiplied by the closing price of CEPO as of August 4 2025.

(6)

On June 23, 2025, Columbus Circle Capital Corp I, a special purpose acquisition company (“CCCM”), announced it had entered into a business combination agreement with ProCap BTC, LLC. The pro forma share count reflects the pro forma share count multiplied by the closing price of CCCM as of August 4, 2025. On June 25, 2025, ProCap BTC, LLC announced it had acquired 4,932 BTC after execution of the business combination agreement with CCCM.

Miscellaneous

The discussion set forth above is a summary of the financial analyses presented by Newbridge to the SilverBox Board in connection with its opinion. Certain of the transactions discussed above have not been, and may never be, consummated. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analyses or summary description. Newbridge believes that its analyses summarized above must be considered as a whole. Newbridge further believes that selecting portions of its analyses and the factors considered, or focusing on information presented in tabular format, without considering all factors or the narrative description of the analyses could create a misleading or incomplete view of the processes underlying Newbridge’s analyses and opinion.

The estimates of the future performance of SilverBox in or underlying Newbridge’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Newbridge’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the valuations resulting from, the analyses described above are inherently subject to substantial uncertainty and should not be taken to be Newbridge’s view of the actual value of the SilverBox Ordinary Shares.

Conclusion

The Transactions — including the acquisition of Parataxis, the Preferred Equity Investment, and the acquisition of Bitcoin are each being consummated at an implied mNAV of 1.56x. The values derived from the comparable public company analysis that Newbridge used show an average mNAV ratio of 1.81x, which is above the average mNAV ratio of the comparable public company analysis.

Based upon, and subject to, the foregoing, it is Newbridge’s opinion that, as of August 6, 2025, (i) each of the Per Unit Class A Merger Consideration, the Per Unit Class C Merger Consideration and the Exchange Ratio is fair, from a financial point of view, to SilverBox and the SilverBox Shareholders, and (ii) Parataxis has an aggregate fair market value equal to at least eighty percent (80.0%) of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

The type and amount of consideration payable in the Business Combination was determined through negotiations between SilverBox and Parataxis, and was approved by the SilverBox Board. The decision to enter into the Business Combination Agreement was solely that of the SilverBox Board. As described above, Newbridge’s opinion and analysis was only one of many factors considered by the SilverBox Board in its evaluation of entering into the Business Combination Agreement and should not be viewed as determinative of the views of SilverBox or Parataxis’ management with respect to entering into the Business Combination Agreement.

Fees and Expenses

As compensation for Newbridge’s services in connection with the rendering of its Opinion to the SilverBox Board, SilverBox agreed to pay Newbridge a fee of $95,000. $10,000 of the fee was paid as a retainer, $75,000 was paid upon delivery of the Opinion, with the remaining balance of $10,000 to be paid

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upon delivery of the “Fairness Opinion of Newbridge Securities Corporation” section of this proxy statement/​prospectus to SilverBox’s counsel. No portion of Newbridge’s fee is refundable or contingent upon the conclusion reached in the Opinion.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of the outstanding Public Shares are redeemed in connection with the Business Combination and (ii) assuming that all of the Public Shares are redeemed in connection with the Business Combination. For an illustration of the number of shares and percentage interests outstanding under each scenario see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Estimated Sources and Uses (No Redemption Scenario)

Sources of Funds			Uses
Parataxis Equity Rollover(1)	$	100,000,000	Parataxis Equity Rollover(1)	$	100,000,000
SilverBox’s Cash in Trust Account	​	208,952,965	Cash to Balance Sheet(2)	​	199,760,851
Preferred Equity Investment(5)	​	31,000,000	Estimated Transaction Expenses(3)	​	14,735,000
Non-controlling Investor Investment(4)	​	16,605,004	Repayment of Parataxis Promissory Note(6)	​	4,023,333
Parataxis Promissory Note(6)	​	4,000,000	Investment in Bridge Biotherapeutics	​	15,327,022
Historic Parataxis and SilverBox Cash and Cash Equivalents	$	4,088,237	Investment into Bitcoin(5)	​	30,800,000
Total Sources	$	364,646,206	Total Uses	$	364,646,206

(1)

Represents the aggregate value of shares issued to Parataxis Common Securityholders at a deemed value of $10.00 per unit, which per-unit value may change based on the redemption price (which change would result in either a decrease or increase in the total number of shares Parataxis Common Securityholders will receive). Assumes $100,000,000 of Pubco Common Stock issued to current Parataxis Common Securityholders. Excludes 7,500,000 Earnout Shares that Parataxis Common Securityholders will be eligible to receive upon achievement of certain share prices during the Earnout Period. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

(2)

The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(3)

Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(4)

Represents the investment by the non-controlling investors in Parataxis Korea of approximately $16.6 million, received subsequent to May 31, 2025 and through June 30, 2025. These proceeds, along with the proceeds from the Parataxis Promissory Note, were used to make an investment in South Korean listed entity, Bridge Biotherapeutics of approximately $15.3 million, as of June 30, 2025.

(5)

Represents the issuance of 3,100,000 Parataxis Preferred Units for gross proceeds of $31 million. These proceeds were used to purchase Bitcoin for a total cost of approximately $30.8 million.

(6)

Represents the issuance of the Parataxis Promissory Note. The repayment is inclusive of accrued interest for the period from issuance through June 30, 2025.

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Estimated Sources and Uses Contractual Maximum Redemption Scenario

Sources of Funds			Uses
Parataxis Equity Rollover(1)	$	100,000,000	Parataxis Rollover(1)	$	100,000,000
SilverBox’s cash in Trust Account	​	9,192,114	Cash to balance sheet	​	—
Preferred Share Investment(5)	​	31,000,000	Estimated Transaction Expenses(3)	​	14,735,000
Non-controlling Investor Investment(4)	​	16,605,004	Repayment of Parataxis Promissory Note(6)	​	4,023,333
Parataxis Promissory Note(6)	​	4,000,000	Investment in Bridge Biotherapeutics	​	15,327,022
Historic Parataxis and SilverBox cash and cash equivalents	​	4,088,237	Investment into Bitcoin(5)	$	30,800,000
Total Sources	$	164,885,355	Total Uses	$	164,885,355

(1)

Represents the aggregate value of shares issued to Parataxis Securityholders at a deemed value of $10.00 per unit, which per-unit value may change based on the redemption price (which change would result in either a decrease or increase in the total number of shares Parataxis Securityholders will receive). Assumes $100,000,000 of Pubco Common Stock issued to current Parataxis Securityholders. Excludes 7,500,000 Earnout Shares that Parataxis Common Securityholders will be eligible to receive upon achievement of certain share prices during the Earnout Period. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

(2)

The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(3)

Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(4)

Represents the investment by the non-controlling investors in Parataxis Korea of approximately $16.6 million, received subsequent to May 31, 2025 and through June 30, 2025. These proceeds, along with the proceeds from the Parataxis Promissory Note, were used to make an investment in South Korean listed entity, Bridge Biotherapeutics of approximately $15.3 million, as of June 30, 2025.

(5)

Represents the issuance of 3,100,000 Class A Preferred Common Shares, by Pubco, for gross proceeds of $31 million. These proceeds were used to purchase Bitcoin for a total cost of approximately $30.8 million.

(6)

Represents the issuance of the Parataxis Promissory Note. The repayment is inclusive of accrued interest for the period from issuance through June 30, 2025.

Satisfaction of the 80% Test

It is a requirement under the Memorandum and Articles of Association and the listing requirements of the NYSE that the target business acquired in SilverBox’s initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for SilverBox’s initial business combination. As of August 6, 2025, the date of the execution of the Business Combination Agreement, the balance of funds held in the Trust Account was $199.3 million (net of $10.3 million in deferred underwriting fees prior to amendment of the Underwriting Agreement) and 80% of such funds represents approximately $159.5 million. The SilverBox Board adopted the financial analyses reviewed by Newbridge with the SilverBox Board, and the opinion of Newbridge to the SilverBox Board, and determined that subject to and based on the assumptions, matters considered and limitations and qualifications set forth in the opinion, the fair market value of Parataxis implied by the various financial analyses Newbridge conducted in connection with its opinion equaled or exceeded 80% of the amount held by SilverBox in trust for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account).

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Anticipated Accounting Treatment of the Business Combination

The Domestication

There will be no accounting effect or change in the carrying amount of the assets and liabilities of SilverBox as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of SilverBox immediately following the Domestication will be the same as those immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP and not as a business combination. Under this method of accounting, SilverBox will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Pubco issuing stock for the net assets of SilverBox, accompanied by a recapitalization. Upon the completion of the Business Combination, substantially all of the assets and business of the combined company will be held and operated by Pubco and its subsidiaries.

Regulatory Matters

Neither SilverBox nor Parataxis are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Business Combination Agreement — Closing Conditions — Conditions to the Obligations of Each Party.” It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Certain Engagements in Connection with the Business Combination and Related Transactions

Newbridge (and its affiliates) provide a range of investment banking and financial services. In the future, Newbridge and certain of its affiliates may provide advisory and/or consulting services unrelated to the Business Combination to SilverBox, Pubco, their respective subsidiaries, and their respective affiliates, for which it would expect to receive customary compensation. Additionally, SilverBox Securities was engaged by SilverBox to assist with the Preferred Equity Investment, for which it will receive $310,000 which will be payable upon the Closing. In conjunction with the proposed Business Combination, on August 6, 2025, SilverBox entered into an engagement letter with Santander US Capital Markets LLC to provide capital markets advisory services pursuant to which Santander will receive a fee equal to the deferred underwriting fees payable to Santander pursuant to the Underwriting Agreement (with such underwriting fees being reduced by the fees payable for capital markets advisory services), such capital markets advisory fee will be due and payable upon the successful completion of the proposed Business Combination. Subsequently, on August 28, SilverBox and Santander entered into an amendment of the Underwriting Agreement, pursuant to which the total amount of deferred underwriting fees were reduced from $10.3 million to $6.03 million, which is the total amount owed to Santander at the time of Closing.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Business Combination is not structured so that the approval of at least simple a majority of the unaffiliated securityholders of SilverBox is required. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal.

The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

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As of the date of this proxy statement/prospectus, the Sponsor has agreed, and SilverBox’s officers and directors intend, to vote the SilverBox Ordinary Shares owned by them in favor of the Business Combination Proposal. As of the Record Date, the Sponsor owns       % of the issued and outstanding SilverBox Ordinary Shares. SilverBox’s officers and directors do not hold any Public Shares, but may purchase Public Shares at any time, subject to compliance with law and SilverBox’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Business Combination Proposal will require the affirmative vote of at least           SilverBox Ordinary Shares held by Public Shareholders (or approximately       % of the Public Shares) if all SilverBox Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least           SilverBox Ordinary Shares held by Public Shareholders (or approximately       % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that SilverBox’s entry into the Business Combination Agreement, dated as of August 6, 2025, attached to the proxy statement/prospectus as Annex A, pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the proxy statement/prospectus, be approved, ratified and confirmed in all respects.”

Recommendation of the SilverBox Board

The SilverBox Board believes that the Business Combination Proposal to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax consequences of (i) the Domestication to U.S. Holders and Non-U.S. Holders (as defined below) of SilverBox Class A Ordinary Shares, (ii) exercise of the redemption rights by U.S. Holders and Non-U.S. Holders, (iii) the SPAC Merger to U.S. Holders and Non-U.S. Holders and (iv) the ownership and disposition of Pubco Common Stock and Pubco Warrants received in the Business Combination to U.S. Holders and Non-U.S. Holders. This section applies only to holders that hold their SilverBox Class A Ordinary Shares, SilverBox Warrants and any stock or warrants exchanged therefor as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not address the Sponsor, Insiders or their affiliates, representatives, employees or other stakeholders.

This discussion is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the IRS or formal written opinion from our tax advisors with respect to the statements made and the positions or conclusions described in the following summary. Such statements, positions and conclusions are not free from doubt, and there can be no assurance that your tax advisor, the IRS or a court will agree with such statements and conclusions.

This summary does not discuss the alternative minimum tax or the application of Section 451(b) of the Code, and does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws, any tax treaties or any other tax law other than U.S. federal income tax law. Furthermore, this discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder’s circumstances or that may be relevant to certain categories of investors that may be subject to special rules, such as:

•

entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holders of interests therein;

•

our founders, sponsor, officers or directors or other holders of our Class B Ordinary Shares or private placement warrants;

•

banks, insurance companies or other financial institutions;

•

tax-exempt or governmental organizations;

•

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund);

•

dealers in securities or foreign currencies;

•

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

•

traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

•

“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

persons deemed to sell our securities under the constructive sale provisions of the Code;

•

persons that acquired our securities through the exercise of employee share options or otherwise as compensation or through a tax-qualified retirement plan;

•

persons that actually or constructively own 5% percent or more (by vote or value) of any class of our shares;

•

persons that hold our securities as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction;

•

certain former citizens or long-term residents of the United States;

•

regulated investment companies; and

188

•

real estate investment trusts.

For purposes of this description, a “U.S. Holder” means a beneficial owner of SilverBox Class A Ordinary Shares, SilverBox Common Shares, SilverBox Warrants on any of the foregoing, Pubco Common Stock (received for SilverBox Common Shares) or Pubco Warrants (received for SilverBox Warrants on SilverBox Common Shares) that is for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

A “Non-U.S. Holder” means a beneficial owner of SilverBox Class A Ordinary Shares, SilverBox Common Shares, SilverBox Warrants on any of the foregoing, Pubco Common Stock (received for SilverBox Common Shares) or Pubco Warrants (received for SilverBox Warrants on SilverBox Common Shares) that, for U.S. federal income tax purposes, is not a U.S. Holder or a partnership or other entity classified as a partnership for U.S. federal income tax purposes. A Holder is a U.S. Holder or a Non-U.S. Holder.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE EXERCISE OF REDEMPTION RIGHTS, DOMESTICATION OR BUSINESS COMBINATION MAY BE AFFECTED BY MATTERS NOT DESCRIBED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. WE URGE HOLDERS WHO CHOOSE TO EXERCISE THEIR REDEMPTION RIGHTS OR WHO CHOOSE TO PARTICIPATE IN THE BUSINESS COMBINATION TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS, DOMESTICATION, BUSINESS COMBINATION AND OWNING AND DISPOSING OF PUBCO COMMON STOCK OR PUBCO WARRANTS AS A RESULT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

Tax Treatment of the Domestication

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.

Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is a “mere change in identity, form or place of organization of one corporation, however effected.” Pursuant to the Domestication, SilverBox will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware.

It is intended that the Domestication qualify as an F Reorganization for U.S. federal income tax purposes. None of the parties to the Domestication intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Domestication, and as a result, no assurance can be given that the IRS will not challenge the treatment of the Domestication discussed herein or that a court would not sustain such a challenge. In particular, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets, such as SilverBox, this result is not entirely clear. If the IRS were to successfully challenge the F Reorganization status of the Domestication, the U.S. federal income tax consequences of the Domestication could differ from those described herein. Specifically, and subject to the discussion below under the section entitled “PFIC Considerations,” if the Domestication were to fail to qualify as an F Reorganization (and fail to otherwise

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qualify as a “reorganization” within the meaning of Section 368(a) of the Code), a U.S. Holder of SilverBox Class A Ordinary Shares generally would recognize gain or loss with respect to its SilverBox Class A Ordinary Shares in an amount equal to the difference, if any, between the fair market value of the corresponding SilverBox Class A Common Shares received in the Domestication and the U.S. Holder’s adjusted tax basis in its SilverBox Class A Ordinary Shares surrendered. A similar result would apply to holders of SilverBox Warrants on SilverBox Class A Ordinary Shares.

Except to the extent otherwise discussed herein, the remainder of this discussion assumes the Domestication qualifies as an F Reorganization.

Tax Treatment of Business Combination

It is intended that (i) the SPAC Merger qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the SPAC Merger, the Company Merger and the Preferred Equity Investment, taken together, qualify as transactions described in Section 351 of the Code. However, none of the parties to the Business Combination intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the SPAC Merger, and as a result, no assurance can be given that the IRS will not challenge the treatment of the SPAC Merger discussed herein or that a court would not sustain such a challenge.

Specifically, due to the absence of direct guidance on the application of reorganization provisions of the Code to a corporation holding only investment-type assets, such as SilverBox, the reorganization status of the SPAC Merger is not clear. For example, it is unclear as a matter of law whether an entity that may not have a historic business, such as the SPAC, can satisfy the “continuity of business enterprise” requirement under Section 368 of the Code. In addition, reorganization treatment could be adversely affected by events or actions that occur prior to or at the time of the SPAC Merger, some of which are outside the control of the SPAC. For example, the requirements for reorganization treatment could be affected by the magnitude of redemptions that occur in connection with the Business Combination. The magnitude of redemptions could affect the ability to meet an alternative “continuity of business enterprise” test (if such test is not otherwise met), and other requirements, including the requirement that a substantial part of the value of the proprietary interests in SilverBox be preserved in the SPAC Merger (the so-called “continuity of interest” as set forth in U.S. Treasury Regulations Section 1.368-1(e)) or, to the extent relevant, the requirement that substantially all the properties are held by the surviving corporation in the SPAC Merger. Due to the absence of guidance regarding the application of these requirements to the particular facts of the SPAC Merger, the qualification of the SPAC Merger as a reorganization under Section 368(a) of the Code is subject to significant uncertainty.

Further, if more than 20 percent of the Pubco Common Stock were subject to an arrangement or agreement to be sold, transferred or disposed of at the time of their issuance in the Business Combination, one of the requirements for qualifying as Section 351 transaction would be violated.

If the IRS were to successfully challenge the reorganization or Section 351 of the Code status of the SPAC Merger, the U.S. federal income tax consequences of the SPAC Merger could differ from those described herein. Specifically, if the SPAC Merger did not qualify either as a reorganization or a transaction described in Section 351 of the Code, the exchange of SilverBox Common Shares for Pubco Common Stock would be a taxable exchange, and the tax consequences described herein would be materially different from those described below. In such a case, and subject to the discussion below under the section entitled “PFIC Considerations,” a U.S. Holder of SilverBox Class A Common Shares generally would recognize gain or loss with respect to its SilverBox Class A Common Shares in an amount equal to the difference, if any, between the fair market value of the corresponding Pubco Common Stock received in the SPAC Merger and the U.S. Holder’s adjusted tax basis in its SilverBox Class A Common Shares surrendered. A similar result would apply to holders of SilverBox Warrants on SilverBox Common Shares on their exchange of such warrants. Moreover, if the SPAC Merger did not qualify as a reorganization, the exchange of SilverBox Warrants on SilverBox Common Shares for Pubco Warrants would be taxable even if Section 351 of the Code would otherwise apply to the transaction within the meaning of Section 368(a) of the Code. See below under the sections entitled “Tax Consequences of Business Combination to U.S. Holders” for more details.

Except where explicitly indicated, the remainder of this discussion assumes that (i) the SPAC Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and that (ii) the SPAC Merger,

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taken together with the Company Merger and the Preferred Equity Investment qualifies as a transaction described in Section 351 of the Code. Assuming such qualification and subject to the discussion under “PFIC Considerations” below, a U.S. Holder that receives Pubco Common Stock in exchange for SilverBox Class A Common Shares in the SPAC Merger generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco Common Stock received in the SPAC Merger by a holder of SilverBox Class A Common Shares should be equal to the adjusted tax basis of the SilverBox Class A Common Shares exchanged therefor. The holding period of the Pubco Common Stock should include the holding period during which the SilverBox Class A Common Shares exchanged therefor were held by such holder. If the SPAC Merger were to qualify as a reorganization, similar treatment would apply to the exchange of SilverBox Warrants on SilverBox Class A Common Shares for Pubco Warrants.

U.S. Holders

Tax Consequences of the Domestication to U.S. Holders

Assuming, as discussed above, the Domestication qualifies as an F Reorganization, U.S. Holders of SilverBox Class A Ordinary Shares generally should not recognize gain or loss for U.S. federal income tax purposes in connection with the Domestication, except as provided below under the sections entitled “Effects of Section 367 on U.S. Holders” and “PFIC Considerations.”

U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication.

Assuming the Domestication qualifies as an F Reorganization, subject to the discussion below under the section entitled “PFIC Considerations”: (i) the tax basis of SilverBox Class A Common Share and SilverBox Warrants to acquire SilverBox Class A Common Shares received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the SilverBox Class A Ordinary Shares and SilverBox Warrants surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a SilverBox Class A Common Share or a SilverBox Warrant to acquire a SilverBox Class A Common Share received by a U.S. Holder will include such U.S. Holder’s holding period for the SilverBox Class A Ordinary Share or SilverBox Warrant surrendered in exchange therefor.

Subject to the discussion below under the section entitled “PFIC Considerations,” if the Domestication fails to qualify as an F Reorganization (and does not otherwise qualify as a “reorganization” within the meaning of Section 368(a) of the Code), a U.S. Holder of SilverBox Class A Ordinary Shares generally would recognize gain or loss with respect to its SilverBox Class A Ordinary Shares in an amount equal to the difference, if any, between the fair market value of the corresponding SilverBox Common Shares received in the Domestication and the U.S. Holder’s adjusted tax basis in its SilverBox Class A Ordinary Shares surrendered and a U.S. Holder of a SilverBox Warrant on SilverBox Class A Ordinary Shares generally would recognize gain or loss with respect to such SilverBox Warrant in an amount equal to the difference, if any, between the fair market value of the corresponding SilverBox Warrant on SilverBox Common Shares received in the Domestication and the U.S. Holder’s adjusted tax basis in its SilverBox Warrant on SilverBox Class A Ordinary Shares surrendered. In such a case, the U.S. Holder’s basis in the SilverBox Class A Common Shares and SilverBox Warrants to acquire SilverBox Class A Common Shares would be equal to the sum of the fair market value of SilverBox Class A Common Shares and SilverBox Warrants to acquire a SilverBox Class A Common Shares on the date of the Domestication, and such U.S. Holder’s holding period for such SilverBox Class A Common Shares and warrants to acquire a SilverBox Class A Common Shares would begin on the day following the date of the Domestication. Holders who hold different blocks of SilverBox Class A Ordinary Shares should consult their tax advisors to determine how the above rules apply to them, and the discussion above is general in nature and does not specifically address all of the consequences to U.S. Holders who hold different blocks of SilverBox Class A Ordinary Shares.

All U.S. Holders considering exercising redemption rights with respect to SilverBox Class A Ordinary Shares are urged to consult with their own tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights.

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Effects of Section 367 on U.S. Holders

Section 367 of the Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “PFIC Considerations,” Section 367(b) of the Code and the Treasury Regulations promulgated thereunder impose U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication, including any such U.S. Holders exercising redemption rights.

Subject to the discussion below under the section entitled “PFIC Considerations,” a 10% U.S. Shareholder on the date of the Domestication must include in income as a dividend deemed paid by SilverBox the “all earnings and profits amount” attributable to the SilverBox Class A Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367(b) of the Code. A U.S. Holder’s ownership of SilverBox Warrants will be taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder and all U.S. Holders are urged to consult their own tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its SilverBox Class A Ordinary Shares is the net positive earnings and profits of SilverBox attributable to such SilverBox Class A Ordinary Shares (each as determined under Treasury Regulations under Section 367(b) of the Code) but without regard to any gain that would be realized on a sale or exchange of such SilverBox Class A Ordinary Shares. Treasury Regulations under Section 367(b) of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations under the Code provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

SilverBox does not expect to have significant, if any, cumulative net earnings and profits on the date of the Domestication. If SilverBox’s cumulative net earnings and profits through the date of the Domestication are less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its SilverBox Class A Ordinary Shares. However, the determination of earnings and profits is complex and may be impacted by numerous factors (including matters discussed in this proxy statement/prospectus). It is possible that the amount of SilverBox’s cumulative net earnings and profits could be positive through the date of the Domestication, in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a dividend deemed paid by SilverBox under Treasury Regulations under Section 367(b) of the Code as a result of the Domestication. Any such deemed dividend is expected to be treated as foreign-source income for U.S. federal income tax purposes, and is not expected to be eligible for preferential tax rates because SilverBox is expected to be treated as a PFIC.

Subject to the discussion below under the section entitled “PFIC Considerations,” a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose SilverBox Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication will recognize gain (but not loss) with respect to the SilverBox Class A Common Shares received in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s SilverBox Class A Ordinary Shares as described below.

Subject to the discussion below under the section entitled “PFIC Considerations,” unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to SilverBox Class A Common Shares received in the Domestication in an amount equal to the excess of the fair market value of such SilverBox Class A Common Shares over the U.S. Holder’s adjusted tax basis in the SilverBox Class A Ordinary Shares deemed surrendered in exchange therefor. U.S. Holders who hold different blocks of SilverBox Class A Ordinary Shares (generally, SilverBox Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their own tax advisors to determine how the above rules apply to them.

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In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a dividend deemed paid by SilverBox the “all earnings and profits amount” attributable to its SilverBox Class A Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

•

a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

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a complete description of the Domestication;

•

a description of any stock, securities or other consideration transferred or received in the Domestication;

•

a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

•

a statement that the U.S. Holder is making the election described in Treasury Regulations Section 1.367(b)-3(c)(3), which must include (i) a copy of the information that the U.S. Holder received from SilverBox establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s SilverBox Class A Ordinary Shares and (ii) a representation that the U.S. Holder has notified SilverBox that the U.S. Holder is making the election described in Treasury Regulations Section 1.367(b)-3(c)(3); and

•

certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

The election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return (including extensions, if any) for the taxable year in which the Domestication occurs, and the U.S. Holder must send notice of making the election to SilverBox no later than the date such tax return is filed. In connection with this election, SilverBox will reasonably cooperate with U.S. Holders of SilverBox Class A Ordinary Shares, upon written request, to make available to such requesting U.S. Holders information regarding SilverBox’s earnings and profits.

EACH U.S. HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS AMOUNT” ATTRIBUTABLE TO ITS SILVERBOX CLASS A ORDINARY SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

A U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose SilverBox Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally should not be required by Section 367(b) of the Code and the Treasury Regulations promulgated thereunder to recognize any gain or loss or include any part of the “all earnings and profits amount” in income in connection with the Domestication. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “PFIC Considerations”, including on subsequent dispositions of its stock or warrants after the Domestication, if SilverBox were a PFIC at any time during the period such U.S. Holder held the SilverBox Class A Ordinary Shares or SilverBox Warrants and if such U.S. Holder were a Non-Electing Shareholder (as defined below).

Assuming the Domestication qualifies as an F Reorganization, subject to the considerations described above relating to a U.S. Holder’s ownership of SilverBox Warrants being taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder for purposes of Section 367(b) of the Code and the considerations described below under the section entitled “PFIC Considerations” relating to the PFIC rules, a U.S. Holder of SilverBox Warrants should not be subject to U.S. federal income tax with respect to the exchange of SilverBox Warrants in the Domestication.

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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

PFIC Considerations

Even if the Domestication qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” ​(which would generally include a SilverBox Warrant) to acquire the stock of a PFIC as stock of the PFIC, exchanging warrants of a PFIC for newly issued warrants in connection with a domestication transaction) recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive proposed effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of SilverBox Class A Ordinary Shares and SilverBox Warrants as a result of the Domestication if:

•

SilverBox were classified as a PFIC at any time during such U.S. Holder’s holding period in such SilverBox Class A Ordinary Shares or SilverBox Warrants; and

•

the U.S. Holder had not timely made (i) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such SilverBox Class A Ordinary Shares or in which SilverBox was a PFIC, whichever is later (or a QEF Election along with a purging election), or (ii) an MTM Election (as defined below) with respect to such SilverBox Class A Ordinary Shares. Under current law, neither a QEF Election nor an MTM Election can be made with respect to warrants (including SilverBox Warrants).

•

the tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of SilverBox. Under these rules (the “excess distributions regime”):

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the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s SilverBox Class A Ordinary Shares or SilverBox Warrants;

•

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which SilverBox was a PFIC, will be taxed as ordinary income;

•

the amount of gain allocated to other taxable years (or portions of such taxable years) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year (described in the bullet immediately above) of such U.S. Holder.

The proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the U.S. Holder to recognize gain or include an amount in income as a dividend deemed paid by SilverBox, the gain realized on the transfer is taxable as an excess distribution under the excess distribution regime, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under the excess distribution regime is taxable as provided under Section 367(b) of the Code.

In general, a non-U.S. corporation will be treated as a PFIC with respect to a U.S. Holder in any taxable year in which, after applying certain look-through rules, either:

•

at least 75% of its gross income for such taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, consists of

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passive income (which generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets); or

•

at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, produce or are held for the production of passive income.

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply. Therefore, U.S. Holders of SilverBox Class A Ordinary Shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Domestication with respect to their SilverBox Class A Ordinary Shares and SilverBox Warrants under the excess distribution regime in the manner set forth above. A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election with respect to its SilverBox Class A Ordinary Shares is referred to in this proxy statement/prospectus as an “Electing Shareholder” and a U.S. Holder that is not an Electing Shareholder is referred to in this proxy statement/​prospectus as a “Non-Electing Shareholder.”

As discussed above, proposed Treasury Regulations issued under the PFIC rules generally treat an “option” ​(which would include a SilverBox Warrant) to acquire the stock of a PFIC as stock of the PFIC, while final Treasury Regulations issued under the PFIC rules provide that neither a QEF Election nor an MTM Election (as defined below) may be made with respect to options. Therefore, it is possible that the proposed Treasury Regulations, if finalized in their current form, would apply to cause gain recognition on the exchange of SilverBox Warrants pursuant to the Domestication.

Any gain recognized by a Non-Electing Shareholder of SilverBox Class A Ordinary Shares or a U.S. Holder of SilverBox Warrants as a result of the Domestication pursuant to the PFIC rules would be taxable income to such U.S. Holder and taxed under the excess distribution regime in the manner set forth above, with no corresponding receipt of cash.

Pursuant to a “start-up exception”, a corporation will not be a PFIC for the first taxable year the corporation has gross income if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. Taking into account all relevant facts and circumstances, however, there is a material risk that SilverBox will not be eligible for the “start-up exception.” If SilverBox is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of SilverBox Class A Ordinary Shares and the U.S. Holder did not make either (a) a timely “qualified election fund” ​(QEF) election for SilverBox’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) SilverBox Class A Ordinary Shares, (b) a QEF election along with a “purging election,” or (c) a “mark-to-market” ​(MTM) election, all of which are described further below, such U.S. Holder generally will be subject to special rules with respect to any gain recognized by the U.S. Holder on the sale or other disposition of its SilverBox Class A Ordinary Shares and any “excess distribution” made to the U.S. Holder. Excess distributions are generally any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the SilverBox Class A Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the SilverBox Class A Ordinary Shares.

A U.S. Holder’s ability to make a QEF election with respect to its SilverBox Class A Ordinary Shares is contingent upon, among other things, the provision by SilverBox of certain information that would enable the U.S. Holder to make and maintain a QEF election. There can be no assurance that SilverBox will timely provide information that is required to make and maintain the QEF election.

As indicated above, if a U.S. Holder of SilverBox Class A Ordinary Shares has not made a timely and effective QEF election with respect to SilverBox’s first taxable year as a PFIC in which the U.S. Holder held

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(or was deemed to hold) SilverBox Class A Ordinary Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its SilverBox Class A Ordinary Shares for their fair market value on the “qualification date.” The qualification date is the first day of SilverBox’s tax year in which SilverBox qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held SilverBox Class A Ordinary Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its SilverBox Class A Ordinary Shares by the amount of the gain recognized and will also have a new holding period in the SilverBox Class A Ordinary Shares for purposes of the PFIC rules.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable shares, the U.S. Holder may make an MTM election with respect to such shares for such taxable year. If the U.S. Holder makes a valid MTM election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) SilverBox Class A Ordinary Shares and for which SilverBox is determined to be a PFIC, such holder will not be subject to the PFIC rules described above in respect to its SilverBox Class A Ordinary Shares. Instead, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its SilverBox Class A Ordinary Shares at the end of its taxable year over the adjusted basis in its SilverBox Class A Ordinary Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its SilverBox Class A Ordinary Shares over the fair market value of its SilverBox Class A Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its SilverBox Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts and any further gain recognized on a sale or other taxable disposition of the SilverBox Class A Ordinary Shares will be treated as ordinary income. The MTM election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NYSE, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisers regarding the availability and tax consequences of an MTM election in respect to SilverBox Class A Ordinary Shares under their particular circumstances.

The rules dealing with PFICs and with the timely QEF election, the QEF election with a purging election, and the MTM election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of SilverBox Class A Ordinary Shares should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

Tax Consequences of Business Combination to U.S. Holders

As discussed above, it is intended that (i) the SPAC Merger qualify as a reorganization within the meaning of Section 368(a) of the Code and that (ii) the SPAC Merger, the Company Merger and the Preferred Equity Investment, taken together, qualify as transactions described in Section 351 of the Code. As discussed above, there can be no assurance that the IRS will not successfully challenge this position, and if so then the exchange of SilverBox Common Shares for Pubco Common Stock (and SilverBox Warrants on SilverBox Class A Common Shares for Pubco Warrants) will be a taxable exchange, and the tax consequences described herein will be materially different from those described below. Except where otherwise indicated, the remainder of this discussion assumes that (i) the SPAC Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and that (ii) the SPAC Merger, taken together with the Company Merger and the Preferred Equity Investment qualifies as a transaction described in Section 351 of the Code. Assuming such qualification as a reorganization, a U.S. Holder that receives Pubco Class A Common Stock in exchange for SilverBox Class A Ordinary Shares in the SPAC Merger generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco Class A Common Stock received in the SPAC Merger by a U.S. Holder should be equal to the adjusted tax basis of the SilverBox Class A Common Shares exchanged therefor. The holding period of the Pubco Class A Common Stock should include the holding period during which the SilverBox Class A Common Shares exchanged therefor were held by such U.S. Holder (which, as discussed above, should include the

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holding period of any SilverBox Class A Ordinary Shares surrendered in the Domestication). A similar result would apply to holders of SilverBox Warrants on SilverBox Common Shares on their exchange of such warrants for Pubco Warrants.

However, the exchange of SilverBox Warrants on SilverBox Common Shares for Pubco Warrants will be taxable even if Section 351 would otherwise apply to the transaction unless the SPAC Merger is also treated as a “reorganization” within the meaning of Section 368(a) of the Code. Specifically, if the SPAC Merger qualifies as part of an exchange governed only by Section 351 of the Code and not as a reorganization under Section 368(a) of the Code, a U.S. Holder with no SilverBox Class A Common Shares whose SilverBox Warrants on SilverBox Class A Common Shares convert into Pubco Warrants in the SPAC Merger will recognize gain or loss upon such exchange equal to the difference between the fair market value of the Pubco Warrants received and such U.S. Holder’s adjusted basis in its SilverBox Warrants on SilverBox Class A Common Shares. A U.S. Holder’s basis in its Pubco Warrants received in the SPAC Merger will equal the fair market value of the Pubco Warrants. A U.S. Holder’s holding period in its Pubco Warrants will begin on the day after the SPAC Merger.

Further, if the SPAC Merger qualifies as part of an exchange under Section 351 of the Code and not as a reorganization under Section 368(a) of the Code, a U.S. Holder who holds both SilverBox Class A Common Shares and SilverBox Warrants on SilverBox Class A Common Shares and who receives Pubco Class A Common Stock in exchange for SilverBox Class A Common Shares and whose SilverBox Warrants on SilverBox Class A Common Shares convert into Pubco Warrants in the SPAC Merger will recognize gain — but not loss — in an amount equal to the lesser of (i) the amount of gain realized by such holder on the entire transaction and (ii) the fair market value of the Pubco Warrants received by such holder in such exchange. To determine the amount of gain, if any, that such U.S. Holder must recognize, the holder must compute the amount of gain or loss realized as a result of the SPAC Merger on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of (i) the Pubco Class A Common Shares and (ii) the Pubco Warrants received by such U.S. Holder among the SilverBox Class A Common Shares and SilverBox Warrants on SilverBox Class A Common Shares owned by such U.S. Holder immediately prior to the SPAC Merger in proportion to their fair market values. Any loss realized by a U.S. holder would not be recognized. In this case, the holding period of the Pubco Class A Common Shares received in the SPAC Merger will include the holding period during which the SilverBox Class A Common Shares exchanged therefor were held by such U.S. Holder, and the holding period of Pubco Warrants received in the SPAC Merger will begin on the day after the SPAC Merger. In addition, a U.S. Holder’s adjusted tax basis in the Pubco Warrants received should be equal to the fair market value of such Pubco Warrants, and a U.S. Holder’s adjusted tax basis in its Pubco Class A Common Shares generally should equal the tax basis of the SilverBox Class A Common Shares exchanged therefor, reduced by the fair market value of the Pubco Warrants received and increased by any gain recognized.

Tax Consequences to U.S. Holders of the Redemption of Public Shares

Subject to the PFIC rules described above, in the event that a U.S. Holder of Public Shares exercises such holder’s right to have such holder’s Public Shares redeemed pursuant to the redemption provisions described herein, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such Public Shares pursuant to Section 302 of the Code or whether the U.S. Holder will be treated as receiving a corporate distribution within the meaning of Section 301 of the Code. Whether that redemption qualifies for sale treatment will depend largely on the total number of shares of Public Shares treated as held by the U.S. Holder (including any Public Shares constructively owned by the U.S. Holder as a result of, among other things, owning warrants) relative to all of shares of Public Shares both before and after the redemption. The redemption of Public Shares generally will be treated as a sale of the shares (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. Holder, results in a “complete termination” of the U.S. Holder’s interest in SilverBox or is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also Public Shares that are constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by

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certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which generally would include Public Shares that could be acquired pursuant to the exercise of the Public Warrants. In order to meet the substantially disproportionate test, the percentage of SilverBox’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Public Shares must, among other requirements, be less than 80% of the percentage of SilverBox’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either all the Public Shares actually and constructively owned by the U.S. Holder are redeemed or all the Public Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Public Shares will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in SilverBox. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in SilverBox will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of redemption.

If the redemption qualifies as a sale of stock by the U.S. Holder under Section 302 of the Code, the U.S. Holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the SilverBox Class A Ordinary Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. Holder’s tax basis in such holder’s shares of SilverBox Class A Ordinary Shares generally will equal the cost of such shares.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s SilverBox Class A Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such SilverBox Class A Ordinary Shares. Special rules apply to dividends received by U.S. Holders that are taxable corporations. After the application of the foregoing rules, any remaining tax basis of the U.S. Holder in the redeemed SilverBox Class A Ordinary Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Public Warrants or possibly in other shares constructively owned by such U.S. Holder.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF AN EXERCISE OF REDEMPTION RIGHTS.

Tax Consequences of Ownership and Disposition of Pubco Common Stock

Distributions on Pubco Common Stock

In general, distributions of cash or other property to U.S. Holders of Pubco Common Stock (other than certain distributions of Pubco stock or rights to acquire Pubco stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Pubco’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Pubco Common Stock. Any remaining excess generally will be treated as gain realized on the sale or other disposition of the Pubco Common Stock, as described below under the section entitled “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Pubco Securities.”

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Dividends paid to a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividend income” subject to tax at reduced rates applicable to long-term capital gains.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Pubco Securities

Upon a sale or other taxable disposition of Pubco Common Stock and Pubco Warrants (collectively, “Pubco Securities”), a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the applicable Pubco Securities. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Pubco Securities so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Pubco Securities so disposed of. See the section entitled “Tax Consequences of the Domestication to U.S. Holders” and “Tax Consequences of Business Combination to U.S. Holders” above for discussion of a U.S. Holder’s adjusted tax basis in its Pubco Securities following the Domestication and SPAC Merger. See the section entitled “Exercise, Lapse or Redemption of Pubco Warrants” below for a discussion regarding a U.S. Holder’s tax basis in Pubco Common Stock acquired pursuant to the exercise of a Pubco Warrant.

Exercise, Lapse or Redemption of Pubco Warrants

A U.S. Holder generally will not recognize taxable gain or loss on the acquisition of Pubco Common Stock upon exercise of Pubco Warrants for cash. The U.S. Holder’s tax basis in the shares of Pubco Common Stock received upon exercise of the Pubco Warrants generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the Pubco Warrants and the exercise price. It is unclear whether the U.S. Holder’s holding period for the Pubco Common Stock received upon exercise of the Pubco Warrants will begin on the date following the date of exercise or on the date of exercise of the Pubco Warrants; in either case, the holding period will not include the period during which the U.S. Holder held the Pubco Warrants. If any SilverBox Warrants are allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the lapsed Pubco Warrants.

The tax consequences of a cashless exercise of Pubco Warrants are not clear under current tax law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. If the cashless exercise is not taxable, a U.S. Holder’s basis in the Pubco Common Stock received would equal the U.S. Holder’s basis in the Pubco Warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period in the Pubco Common Stock would be treated as commencing on the date following the date of exercise or on the date of exercise of the Pubco Warrants; in either case, the holding period would not include the period during which the U.S. Holder held the Pubco Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Pubco Common Stock would include the holding period of the Pubco Warrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of Pubco Warrants equal to the number of shares of Pubco Common Stock having a value equal to the exercise price for the total number of Pubco Warrants to be exercised. In such case, the U.S. Holder would recognize capital gain or loss with respect to the Pubco Warrants deemed surrendered in an amount equal to the difference between the fair market value of the Pubco Common Stock that would have been received in a regular exercise of the Pubco Warrants deemed surrendered and the U.S. Holder’s tax basis in the Pubco Warrants deemed surrendered. In this case, a U.S. Holder’s aggregate tax basis in the Pubco Common Stock received would equal the sum of the U.S. Holder’s tax basis in the Pubco Warrants deemed exercised and

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the aggregate exercise price of such Pubco Warrants. It is unclear whether a U.S. Holder’s holding period for the Pubco Common Stock would commence on the date following the date of exercise or on the date of exercise of the Pubco Warrants; in either case, the holding period would not include the period during which the U.S. Holder held the Pubco Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the Pubco Common Stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise.

If Pubco redeems Pubco Warrants for cash or if it purchases Pubco Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under the section entitled “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Pubco Securities.”

Non-U.S. Holders

Tax Consequences of the Domestication to Non-U.S. Holders

The Domestication is not expected to result in any U.S. federal income tax consequences to a Non-U.S. Holder of SilverBox Class A Ordinary Shares unless the Domestication fails to qualify as an F Reorganization (and does not otherwise qualify as a “reorganization” within the meaning of Section 368(a) of the Code) and such Non-U.S. Holder holds its SilverBox Class A Ordinary Shares in connection with a conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States) or is a nonresident alien individual who is physically present in the United States for at least 183 days during that individual’s taxable year in which the Domestication occurs and meets certain other requirements.

Non-U.S. Holders will own stock and warrants of a U.S. corporation rather than a non-U.S. corporation after the Domestication.

All Non-U.S. Holders considering exercising redemption rights with respect to SilverBox Class A Ordinary Shares are urged to consult with their own tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights.

Tax Consequences of Business Combination to Non-U.S. Holders

Any Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized as a result of the Business Combination or be able to utilize a loss in computing such Non-U.S. Holder’s U.S. federal income tax liability unless one of the exceptions described below under “— Tax Consequences to Non-U.S. Holders of the Redemption of Public Shares” applies in respect of such gain or loss.

Tax Consequences to Non-U.S. Holders of the Redemption of Public Shares

Except as otherwise described in this section, a Non-U.S. Holder who elects to have its Public Shares converted for cash in the Business Combination will generally be treated in the same manner as a U.S. Holder who elects to have its Public Shares converted for cash for U.S. federal income tax purposes. See the description above under “Tax Consequences to U.S. Holders of the Redemption of Public Shares.”

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain recognized as a result of the exchange unless:

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such Converting Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which the Redemption takes place and certain other conditions are met; or

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such Converting Non-U.S. Holder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a United States permanent

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establishment of such Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the exchange, and a Non-U.S. Holder that is classified as a corporation for U.S. federal income tax purposes may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

With respect to any Redemption for cash that is treated as a distribution rather than a sale, any amount treated as dividend income received by a Non-U.S. Holder that is effectively connected with such holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, such dividends are attributable to a United States permanent establishment of the Non-U.S. Holder), will be taxed as described above under “Tax Consequences to U.S. Holders of the Redemption of Public Shares.” In addition, dividends received by a Non-U.S. Holder that is classified as a corporation for U.S. federal income tax purposes that are effectively connected with the holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Non-U.S. Holders of Public Shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code.

Tax Consequences for Non-U.S. Holders of Owning and Disposing of Pubco Common Stock

Distributions on Pubco Common Stock

Distributions of cash or property to a Non-U.S. Holder in respect of Pubco Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid from Pubco’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds Pubco’s current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in Pubco Common Stock. Any remaining excess will be treated as capital gain and will be treated as described below under “Gain on Disposition of Pubco Common Stock.”

Dividends paid to a Non-U.S. Holder of Pubco Common Stock generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment of the Non-U.S. Holder) are not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of Pubco Common Stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as described below, for dividends will be required (a) to complete the applicable IRS Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if Pubco Common Stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

A Non-U.S. Holder of Pubco Common Stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim or refund with the IRS. Non-U.S. Holders are urged to consult their own tax advisors regarding their entitlement to the benefits under any applicable income tax treaty.

Gain on Disposition of Pubco Common Stock

Subject to the description of backup withholding below, any gain realized by a Non-U.S. Holder on the taxable disposition of Pubco Common Stock generally will not be subject to U.S. federal income tax unless:

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•

the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the Non-U.S. Holder);

•

the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

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Pubco is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and, generally, in the case where shares of Pubco Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or indirectly, more than 5% of such shares, as applicable, at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the shares disposed of. There can be no assurance that shares of Pubco Common Stock will be treated as regularly traded on an established securities market for this purpose.

An individual Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

Pubco does not believe it is and does not anticipate becoming a “United States real property holding corporation” for U.S. federal income tax purposes. However, the determination as to whether Pubco is or will become a “United States real property holding corporation” will not be made until a future tax year, and there can be no assurance that Pubco will not become such a corporation in the future.

Information Reporting and Backup Withholding

Pubco must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

A Non-U.S. Holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of Pubco Common Stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

FATCA

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”)

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generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of securities (including Pubco Common Stock) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which shares of Pubco Common Stock are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of Pubco Common Stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury. All holders should consult their tax advisors regarding the possible implications of FATCA on their ownership of Pubco Common Stock.

THE CONSEQUENCES OF THE BUSINESS COMBINATION ARE COMPLEX AND ALL HOLDERS ARE URGED TO CONSULT WITH AND RELY SOLELY UPON THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF ANY OTHER TAX LAWS, INCLUDING BUT NOT LIMITED TO U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND TAX TREATIES.

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THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

Overview

The Advisory Organizational Documents Proposals are conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, then the Advisory Organizational Documents Proposals will not be presented to SilverBox Shareholders at the Extraordinary General Meeting.

As required by SEC guidance, SilverBox Shareholders have the opportunity to present their views on important corporate governance provisions, SilverBox is requesting that its shareholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions in the Proposed Organizational Documents, which are separately being presented. These separate votes are not otherwise required by Cayman Islands law or Delaware law. Accordingly, the vote of the SilverBox Shareholders regarding the Advisory Organizational Documents Proposals is an advisory vote and it is not binding on SilverBox or Pubco. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals. Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Documents Proposals, the Proposed Certificate of Incorporation and the Proposed Bylaws will take effect upon the Closing if the Business Combination Proposal is approved.

The following table sets forth a summary of the principal changes proposed to be made between the Memorandum and Articles of Association of SilverBox and the Proposed Organizational Documents. This summary is qualified by reference to the complete text of the Proposed Organizational Documents, copies of which are attached to this proxy statement/prospectus as Annex B and Annex C.

​	Memorandum and Articles of Association of SilverBox	Proposed Organizational Documents of Pubco
Authorized Shares (Proposal 2A)	The Memorandum and Articles of Association authorized 221,000,000 shares, consisting of (a) 200,000,000 Class A ordinary shares, (b) 20,000,000 Class B ordinary shares and (c) 1,000,000 preference shares.	The Proposed Organizational Documents authorize 2,610,000,000 shares, consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 2,500,000,000 shares of Class A Common Stock, par value $0.0001 per share, and (iii) 10,000,000 shares of Class C Common Stock, par value $0.0001 per share.
Amendments (Proposal 2B)	The Memorandum and Articles of Association provide that the provisions of the Memorandum and Articles of Association may be amended with the sanction of a special resolution to change SilverBox’s name, alter or add to the articles of association, alter or add to the memorandum with respect to any objects, power or other matters specified therein, and reduce SilverBox’s share capital or any capital redemption reserve fund.	The Proposed Organizational Documents would provide that the Proposed Certificate of Incorporation may be amended by the affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

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​	Memorandum and Articles of Association of SilverBox	Proposed Organizational Documents of Pubco
Director Election, Vacancies and Removal (Proposal 2C)	The Memorandum and Articles of Association provide that, prior to the closing of a business combination, holders of the Class B ordinary shares have the exclusive right to appoint any director and holders of Class A ordinary shares have no right to vote on the election or removal of any director. Following the closing of a business combination, directors may be appointed by ordinary resolutions, being the affirmative vote of holders of a simple majority of the voting power of all then outstanding shares. The Memorandum and Articles of Association provide that newly-created directorships or any vacancy on the Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Prior to the closing of a business combination, holders of the Class B ordinary shares have the exclusive right to remove any director and holders of Class A ordinary shares have no right to vote on the appointment or removal of any director. Following the closing of a business combination, directors may be removed by an ordinary resolution, being the affirmative vote of the holders of a simple majority of the shares who attend and vote at a general meeting.	The Proposed Organizational Documents provide that the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class. The Proposed Certificate of Incorporation provides that newly-created directorships or any vacancy on the Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. The Proposed Organizational Documents provide that any or all of the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of Pubco Common Stock entitled to vote generally in the election of directors, voting together as a single class.
DGCL Section 203 and Business Combinations (Proposal 2D)	This is not applicable in the Cayman Islands.	The Proposed Organizational Documents provide that Pubco is not subject to Section 203 of the DGCL.
Forum Selection (Proposal 2E)	The Memorandum and Articles of Association provide that, unless SilverBox consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any	The Proposed Certificate of Incorporation provides that the Delaware Court of Chancery, or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of

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​	Memorandum and Articles of Association of SilverBox	Proposed Organizational Documents of Pubco
​	claim or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding in SilverBox, including but not limited to: (a) any derivative action or proceeding brought on behalf of SilverBox; (b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee of SilverBox to SilverBox or the Members; and (c) any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles; or, any action asserting a claim against SilverBox governed by the “Internal Affairs Doctrine” ​(as such concept is recognised under the laws of the United States of America).	Delaware, will be the exclusive forum for certain actions and claims except for actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Voting Rights (Proposal 2F)	The Memorandum and Articles of Association provide that each holder of record of Class A ordinary shares and Class B ordinary shares shall be entitled to one vote per share on all matters which shareholders are entitled to vote.	The Proposed Certificate of Incorporation provides that (i) each holder of record of Pubco Class A Common Stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote, (ii) each holder of record of Pubco Class C Common Stock, as such, shall, prior to the Sunset Date, be entitled to the Class C Voting Power for each share of Pubco Class C Common Stock held of record by such holder on all matters on which stockholders generally, including the election or removal of directors, or holders of Pubco Class C Common Stock as a separate class are entitled to vote, (iii) the holders of Pubco Common Stock having the right to vote in respect of such Pubco Common Stock shall vote together as a single class (or, if the holders of one or more series of Pubco Preferred

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​	Memorandum and Articles of Association of SilverBox	Proposed Organizational Documents of Pubco
​	​	Stock are entitled to vote together with the holders of Pubco Common Stock having the right to vote in respect of such Pubco Common Stock, as a single class with the holders of such other series of Pubco Preferred Stock) on all matters submitted to a vote of the stockholders having voting rights generally, (iv) holders of Pubco Common Stock, as such, shall have no voting power under the Proposed Certificate of Incorporation with respect to, and shall not be entitled to vote on, any amendment to the Proposed Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Pubco Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon under Proposed Certificate of Incorporation (including any certificate of designation relating to any series of Pubco Preferred Stock) or under the DGCL; and (v) holders of a series of Pubco Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by the Proposed Certificate of Incorporation (including any certificate of designation relating to such series).
Dividends and Distributions (Proposal 2G)	The Memorandum and Articles of Association provide that all dividends and other distributions shall be paid according to the par value of the shares held be each shareholder.	The Proposed Organizational Documents provide that each holder of record of Class A Common Stock and Class C Common Stock shall be entitled to receive, ratably with other participating shares, such dividends and other distributions as may from time to time be declared by the Pubco Board.

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​	Memorandum and Articles of Association of SilverBox	Proposed Organizational Documents of Pubco
Removal of Blank Check Company Provisions (Proposal 2H)	The Memorandum and Articles of Association contain various provisions applicable only to blank check companies.	The Proposed Organizational Documents will not include these provisions applicable only to blank check companies.
Classified or Unclassified Board (Proposal 2I)	The SilverBox Board is not classified.	The Proposed Organizational Documents provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms.

Reasons for the Advisory Organizational Documents Proposals

The variations between the Memorandum and Articles of Association of SilverBox and the Proposed Organizational Documents of Pubco are desirable for the following reasons:

•

The provisions on the director election, vacancies and removals, the classified board and the voting rights are necessary to reflect the changes in terms of corporate governance as a consequence of the Business Combination and the Governance Agreement. Under the proposed dual-class structure of Pubco, the Key Company Holder will have 80% of the voting power of Pubco. Accordingly, if the Business Combination is consummated, almost all of the decisions of Pubco will be controlled by the Key Company Holder. The purpose of the proposed dual-class structure is to permit Pubco to continue to prioritize long-term goals rather than short-term results, enhance the likelihood of continued stability in the composition of the Pubco Board and its policies, and discourage certain types of transactions that may involve an actual or threatened acquisition of Pubco, all of which may contribute to the long-term success of Pubco and to long-term stockholder value.

•

The provision of an exclusive forum clause is intended to assist Pubco in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter to assure consistent consideration of the issues and promote efficiency and cost-savings in the resolutions of claims. The Delaware courts have been selected to address disputes involving such matters given that Pubco is incorporated in Delaware and Delaware law generally applies to such matters except actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim. SilverBox Shareholders should note the proposed exclusive forum clause may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Pubco or its directors, officers, employees or agents, or could result in increased costs for a shareholder to bring a claim, particularly if they do not reside in or near Delaware, both of which may discourage the filing of lawsuits with respect to such claims. There is, however, uncertainty as to whether a court would enforce these provisions, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

•

The Memorandum and Articles of Association of SilverBox contain various provisions applicable only to blank check companies. The Proposed Organizational Documents of Pubco eliminate certain provisions related to the status as a blank check company.

Anti-Takeover Effects of the Proposed Organizational Documents and Certain Provisions of Delaware Law

The Proposed Organizational Documents will contain, and the DGCL contains, provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire SilverBox. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of SilverBox by means of a tender offer, a proxy contest or other takeover attempt that a shareholder might consider in its best interest, including those attempts

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that might result in a premium over the prevailing market price for the shares of common stock held by shareholders. See “Description of Pubco Securities — Anti-Takeover Effects of Provisions of Delaware Law and our Proposed Certificate of Incorporation and Proposed Bylaws” for more information.

Vote Required for Approval

The approval of the Advisory Organizational Documents Proposals does not require the passing of a resolution under the Memorandum and Articles of Association of SilverBox or Cayman Islands law. Notwithstanding this, the SilverBox Board is asking SilverBox Shareholders vote on the Advisory Organizational Documents Proposals on a non-binding advisory basis, being a non-binding advisory resolution passed by a simple majority of the votes cast by, or on behalf of, the SilverBox shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on the Advisory Organizational Documents Proposals. The adoption of the Advisory Organizational Documents Proposals is conditioned upon the adoption of the Condition Precedent Proposals.

Resolutions to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, on a non-binding advisory basis, that the Proposed Organizational Documents, including the differences between the Proposed Organizational Documents and the Memorandum and Articles of Association, such differences including (i) changes in authorized shares, (ii) changes in amendment provision, (iii) changes in director election, vacancies and removal, (iv) election not to be governed by Section 203 of the General Corporation Law of the State of Delaware, (v) changes to the exclusive forum provision, (vi) changes in voting rights, (vii) changes in dividends and distributions provisions, (viii) removal of blank check company provisions and (ix) the change from an unclassified board to a classified board of directors, be confirmed, ratified and approved.”

Recommendation of the SilverBox Board

The SilverBox Board believes that the Advisory Organizational Documents Proposals to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE NTA PROPOSAL

Overview

The NTA Proposal is conditioned upon the approval of each of the Condition Precedent Proposals. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will not be presented to SilverBox Shareholders at the Extraordinary General Meeting. If the NTA Proposal is approved at the Extraordinary General Meeting, the Memorandum and Articles of Association shall be amended, prior to the consummation of the Domestication and the proposed Business Combination, to remove from the Memorandum and Articles of Association requirements limiting SilverBox’s ability to redeem ordinary shares and consummate an initial business combination if the amount of such redemptions would cause SilverBox to have less than $5,000,001 in net tangible assets.

Reasons for the NTA Amendments

SilverBox Shareholders are being asked to approve the NTA Amendments to the Memorandum and Articles of Association prior to the consummation of the proposed Business Combination, which, in the judgment of the SilverBox Board, may facilitate the consummation of the Business Combination. The Memorandum and Articles of Association limit SilverBox’s ability to consummate an initial business combination if SilverBox would have less than US$5,000,001 in net tangible assets. Because SilverBox Ordinary Shares and the shares Pubco Common Stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, SilverBox is presenting the NTA Proposal to facilitate the consummation of the Business Combination. If the NTA Proposal is not approved and there are significant requests for redemption such that SilverBox’s net tangible assets would be less than US$5,000,001 following such redemption prior to and upon consummation of the Business Combination, the Memorandum and Articles of Association would prevent SilverBox from being able to consummate the Business Combination even if all other conditions to Closing are met. If the NTA Proposal is approved and the Memorandum and Articles are amended with NTA Amendments, then it is possible that the Business Combination could be consummated even if SilverBox’s net tangible assets would be less than US$5,000,001 following the redemption prior to and upon consummation of the Business Combination.

If the Business Combination Proposal and the NTA Proposal are approved, all of the references in this proxy statement/prospectus to the “Memorandum and Articles of Association” shall be deemed to mean the Memorandum and Articles of Association as amended by the NTA Amendments contained in this NTA Proposal.

Vote Required for Approval

The approval of the NTA Proposal will require a special resolution, being a resolution passed at the Extraordinary General Meeting by at least two-thirds of the votes which are cast by those shareholders who, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on the NTA Proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that subject to the approval of the Business Combination Proposal, the Amended and Restated Memorandum and Articles of Association be amended, prior to the consummation of the Domestication and the proposed Business Combination as follows:

(i)

Article 49.2(b) be deleted in its entirety and replaced with the following new Article 49.2(b):

“…provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares.”

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(ii)

Article 49.4 be deleted in its entirety and replaced with the following new Article 49.4:

“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has a greater net tangible asset or cash requirement that may be contained in the agreement relating to such Business Combination.”

(iii)

Article 49.5 be deleted in its entirety and replaced with the following new Article 49.5:

“Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “Business Combination Redemption”), provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as a partnership, limited partnership, syndicate, or other group (including, for the avoidance of doubt, a “group” ​(as defined under Section 13 of the Exchange Act) for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation.

(iv)

The following sentence be deleted from the end of Article 49.8:

“The Company’s ability to provide the Amendment Redemption is subject to the Redemption Limitation.”

Recommendation of the SilverBox Board

The SilverBox Board believes that the NTA Proposal to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE NTA PROPOSAL.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE INCENTIVE PLAN PROPOSAL

Assuming each of the Condition Precedent Proposals, including the Business Combination Proposal, is approved, SilverBox is asking its shareholders to approve the 2025 EIP and the material terms thereunder. The SilverBox Board adopted the 2025 EIP prior to the Extraordinary General Meeting, subject to shareholder approval at the Extraordinary General Meeting. The 2025 EIP will become effective upon the Closing, assuming approval of this proposal by SilverBox Shareholders.

The 2025 EIP is described in more detail below. However, this summary is not a complete description of all of the provisions of the 2025 EIP and is qualified in its entirety by the specific language of the 2025 EIP. A copy of the 2025 EIP is attached to this proxy statement/prospectus as Annex D.

Reasons for the Adoption of the 2025 EIP

Management has determined that it is in the best interests of Pubco to adopt the 2025 EIP, pursuant to which Pubco will be able to grant awards of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent awards, and other stock- and cash-based awards.

Summary of Material Terms of the 2025 EIP

The following is a summary of the material features of the 2025 EIP. This summary is qualified in its entirety by the full text of the 2025 EIP, a copy of which is included as Annex D to this proxy statement/​prospectus.

Purpose

The purpose of the 2025 EIP is to enhance the ability of Pubco to attract, retain and motivate persons who make important contributions to Pubco by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to assist in further aligning the interests of directors, employees, and consultants with those of Pubco stockholders.

Eligibility

The EIP Administrator (as defined below) may grant awards to any director, employee or consultant of Pubco or its subsidiaries. Only employees are eligible to receive incentive stock options. As of the date of this proxy statement/prospectus, approximately        individuals will be eligible to participate in the 2025 EIP, which includes approximately        non-employee directors,        employees, and        consultants.

Administration

The 2025 EIP will be administered by the Pubco Board or one more committees or subcommittees of the Pubco Board, which will be comprised, unless otherwise determined by the Pubco Board, solely of not less than two members who will be non-employee directors (a “Committee”), or any officer that has been delegated administrative authority pursuant to the 2025 EIP for the duration such delegation is in effect (collectively, the “EIP Administrator”). The EIP Administrator will have full power to (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited, or suspended, and the method or methods by which awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities, other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2025 EIP and any instrument or agreement relating to, or award granted under, the 2025 EIP Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the

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administrator shall deem appropriate for the proper administration of the 2025 EIP; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) to reprice existing awards or to grant awards in connection with or in consideration of the cancellation of an outstanding award with a higher price; and (xi) make any other determination and take any other action that the administrator deems necessary or desirable for the administration of the 2025 EIP.

Share Reserve

The maximum aggregate number of shares of Pubco Class A Common Stock that may be issued under the 2025 EIP is the sum of (A) ten percent (10%) of the aggregate number of shares of Pubco Class A Common Stock issued and outstanding immediately after the closing of the Business Combination Agreement, after giving effect to the Redemption, plus (B) an increase commencing on January 1, 2025 and continuing annually on each anniversary thereof through and including January 1, 2034, equal to the lesser of (i) five percent (5%) of the shares of Pubco Class A Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Pubco Class A Common Stock as determined by the Pubco Board or the committee.

Ten percent (10%) of the aggregate number of shares of Pubco Class A Common Stock issued and outstanding immediately after the closing of the Business Combination Agreement (after giving effect to the Redemption) may be issued upon the exercise of incentive stock options.

Shares issuable under the 2025 EIP may be authorized, but unissued, or reacquired shares of Pubco Class A Common Stock. Shares of Pubco Class A Common Stock underlying any awards under the 2025 EIP that are settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2025 EIP, although shares shall not again become available for issuance as incentive stock options. Additionally, shares of Pubco Class A Common Stock issued as “substitute awards” ​(as defined in the 2025 EIP) will not count against the 2025 EIP’s share limit, except substitute awards that are incentive stock options will count against the incentive stock option limit.

The share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of Pubco (see “Equitable Adjustments” below).

Annual Limitation on Awards to Non-Employee Directors

The 2025 EIP contains a limitation whereby the value of all awards under the 2025 EIP and all other cash compensation paid by Pubco to any non-employee director may not exceed $1,000,000 for the first calendar year a non-employee director is initially appointed to the Pubco Board, and $750,000 in any other calendar year.

Types of Awards

The 2025 EIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent awards, and other stock- or cash-based awards (collectively, “awards”).

Stock Options.   The 2025 EIP permits the granting of both options intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. Options granted under the 2025 EIP will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of Pubco and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the 2025 EIP.

The exercise price of each option will be determined by the EIP Administrator, but such exercise price may not be less than 100% of the fair market value of one share of Pubco Class A Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such share’s fair market value. The term of each option will be set by the EIP Administrator and may not exceed ten (10) years from the date of grant (or five (5) years for an incentive stock option granted to a

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10% or greater stockholder). The EIP Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the EIP Administrator, by surrender of other shares of Pubco Class A Common Stock that meet the conditions established by the EIP Administrator to avoid adverse accounting consequences to Pubco, by broker-assisted cashless exercise, by delivery of a notice of “net exercise” to Pubco, such other consideration and method of payment to the extent permitted by applicable law, or any combination of the foregoing methods of payment.

Stock Appreciation Rights.   The EIP Administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of Pubco Class A Common Stock or cash, equal to the value of the appreciation in Pubco’s stock price over the exercise price, as set by the EIP Administrator and which will be at least equal to the fair market value of a share of Pubco Class A Common Stock on the grant date. The term of each stock appreciation right will be set by the EIP Administrator and may not exceed ten years from the date of grant. The EIP Administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

Restricted Stock.   A restricted stock award is an award of shares of Pubco Class A Common Stock that vest in accordance with the terms and conditions established by the EIP Administrator. The EIP Administrator will determine the persons to whom grants of restricted stock awards are made, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive cash dividends, if applicable.

Restricted Stock Units.   Restricted stock units are the right to receive shares of Pubco Class A Common Stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the EIP Administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with Pubco or its subsidiaries, the passage of time or other restrictions or conditions. The EIP Administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted stock units may be paid in Shares, cash, other securities, other property, or a combination of the foregoing, as determined by the EIP Administrator.

The holders of restricted stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under the 2025 EIP may, at the EIP Administrator’s discretion, provide for a right to dividend equivalents.

Performance Awards.   The EIP Administrator has the authority to grant stock options, stock appreciation rights, restricted stock, or restricted stock units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance criteria. For each performance period, the EIP Administrator will have the sole authority to select the length of such performance period, the types of performance award to be granted, the performance criteria that will be used to establish the performance goals, and the level(s) of performance which shall result in a performance award being earned. At any time, the EIP Administrator may adjust or modify the calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period and that in the EIP Administrator’s sole discretion, warrants adjustment or modification. Depending on the type of performance award granted, the previously discussed terms and conditions will also apply to a performance award.

Performance criteria for a performance award may be based on the attainment of specific levels of performance of Pubco (and/or one or more subsidiaries, divisions, business segments or operational units,

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or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of Pubco’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of Pubco and/or one or more subsidiaries as a whole or any business unit(s) of Pubco and/or one or more subsidiaries or any combination thereof, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the EIP Administrator deems appropriate, or as compared to various stock market indices.

Dividend Equivalents.   An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one share of Pubco Class A Common Stock while the holder’s tandem award is outstanding. Dividend equivalents may be paid currently or credited to an account for the participant, settled in cash or shares of Pubco Class A Common Stock, and subject to the same restriction on transferability and forfeitability as the award with respect to which the dividend equivalents are granted.

Other Stock- or Cash-Based Awards.   Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2025 EIP and/or cash awards made outside of the 2025 EIP. The EIP Administrator shall have authority to determine the service providers to whom and the time or times at which other stock-based awards shall be made, the amount of such other stock-based awards, and all other conditions of the other stock-based awards including any dividend and/or voting rights. The EIP Administrator may grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the EIP Administrator may determine.

Repricing

Notwithstanding anything to the contrary in the 2025 EIP, unless a repricing is approved by shareholders, in no case may the EIP Administrator (i) amend an outstanding option or stock appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange, or surrender an outstanding option or stock appreciation right in exchange for an option or stock appreciation right with an exercise price that is less than the exercise price of the original award.

Tax Withholding

Participants in the 2025 EIP are responsible for the payment of any federal, state, or local taxes that Pubco or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Without limitation, the EIP Administrator may, in its sole discretion, permit a participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Pubco Class A Common Stock (which are not subject to any pledge or other security interest) owned by the participant having a fair market value equal to such withholding liability, (B) having Pubco withhold from the number of shares of Pubco Class A Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the award a number of shares of Pubco Class A Common Stock with a fair market value equal to such withholding liability, (C) deducting an amount sufficient to satisfy such

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withholding obligation from any payment of any kind otherwise due to a participant, (D) accepting a payment from the participant in cash, by wire transfer of immediately available funds, or by check made payable to the order of Pubco, or (E) if there is a public market for shares at the time the withholding obligation for a tax obligation is to be satisfied, selling shares of Pubco Class A Common Stock issued pursuant to the award creating the withholding obligation. The amount withheld pursuant to any of the foregoing payment forms will be determined by Pubco and may be up to (but not in excess of) the aggregate amount of such obligations based on the maximum statutory withholding rates in the participant’s jurisdiction for all tax obligations that are applicable to such taxable income.

Equitable Adjustments

In the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting the shares of Pubco Class A Common Stock, the EIP Administrator will adjust (i) the number and class of shares which may be delivered under the 2025 EIP (or number and kind of other securities or other property); (ii) the number, class and price (including the exercise or strike price of options and stock appreciation rights) of shares subject to outstanding awards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards, and (iv) the 2025 EIP’s numerical limits.

Change in Control

In the event of any proposed change in control (as defined in the 2025 EIP), the EIP Administrator will take any action as it deems appropriate, which action may include, without limitation, the following: (i) the continuation of any award, if Pubco is the surviving corporation; (ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other vesting criteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing of the change in control, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share exercise price). Unless determined otherwise by the EIP Administrator, in the event that the successor corporation refuses to assume or substitute for the award, a participant shall fully vest in and have the right to exercise the award as to all shares of Pubco Class A Common Stock, including those that would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives and other vesting criteria will be deemed achieved at targeted levels.

Transferability of Awards

Unless determined otherwise by the EIP Administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant.

Term

The 2025 EIP will become effective when approved by Pubco stockholders, and, unless terminated earlier, the 2025 EIP will continue in effect for a term of ten (10) years.

Amendment and Termination

The Pubco Board may amend, alter, suspend or terminate the 2025 EIP at any time. No amendment or termination of the 2025 EIP will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and Pubco. Approval of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares of Pubco Class A Common Stock available for issuance under the 2025 EIP and (ii) to change the persons or class of persons eligible to receive awards under the 2025 EIP.

Recoupment Policy

All awards granted under the 2025 EIP, all amounts paid under the 2025 EIP, and all shares of Pubco Class A Common Stock issued under the 2025 EIP shall be subject to reduction, recoupment, clawback, or recovery by Pubco in accordance with applicable laws and with Company policy.

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Form S-8

Pubco intends to file with the SEC a registration statement on Form S-8 covering the shares of Pubco Class A Common Stock issuable under the 2025 EIP.

Material United States Federal Income Tax Considerations

The following is a general summary under current law of the material U.S. federal income tax considerations related to awards and certain transactions under the 2025 EIP, based upon the current provisions of the Code and regulations promulgated thereunder. This summary deals with the general federal income tax principles that apply and is provided only for general information. It does not describe all federal tax consequences under the 2025 EIP, nor does it describe state, local, or foreign income tax consequences or federal employment tax consequences. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

The 2025 EIP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. Pubco’s ability to realize the benefit of any tax deductions described below depends on Pubco’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of Pubco’s tax reporting obligations.

Incentive Stock Options.   No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of Pubco Class A Common Stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither Pubco nor its subsidiaries will be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If the shares of Pubco Class A Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of Pubco Class A Common Stock at exercise (or, if less, the amount realized on a sale of such shares) over the option exercise price thereof, and (ii) Pubco or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of Pubco Class A Common Stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a nonqualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Nonqualified Options.   No income is generally realized by the optionee at the time a nonqualified option is granted. Generally, (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of Pubco Class A Common Stock issued on the date of exercise, and Pubco or its subsidiaries receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of Pubco Class A Common Stock have been held. Special rules will apply where all or a portion of the exercise price of the nonqualified option is paid by tendering shares of Pubco Class A Common Stock. Upon exercise, the optionee will also

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be subject to Social Security taxes on the excess of the fair market value of the shares of Pubco Class A Common Stock over the exercise price of the option.

Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Dividend Equivalent Awards and Other Stock- and Cash-Based Awards.   The current federal income tax consequences of other awards authorized under the 2025 EIP generally follow certain basic patterns: (i) stock appreciation rights are taxed and deductible in substantially the same manner as nonqualified options; (ii) nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value of the shares of Pubco Class A Common Stock over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); and (iii) restricted stock units, dividend equivalents, and other stock- or cash-based awards are generally subject to tax at the time of payment. Pubco or its subsidiaries generally should be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such income.

The participant’s basis for the determination of gain or loss upon the subsequent disposition of shares of Pubco Class A Common Stock acquired from a stock appreciation right, restricted stock, restricted stock unit, dividend equivalent award, or other stock-based award will be the amount paid for such shares plus any ordinary income recognized when the shares were originally delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.

Performance Awards.   The tax consequences of performance awards will generally mirror those of the underlying award type, each of which is discussed above.

Parachute Payments.   The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to either Pubco or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Section 409A.   The foregoing description assumes that Section 409A of the Code does not apply to an award under the 2025 EIP. In general, stock options and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of the underlying stock at the time the option or stock appreciation right was granted. Restricted stock awards are not generally subject to Section 409A. Restricted stock units are subject to Section 409A unless they are settled within two and one-half months after the end of the later of (1) the end of Pubco’s fiscal year in which vesting occurs or (2) the end of the calendar year in which vesting occurs. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% federal tax and premium interest in addition to the federal income tax at the participant’s usual marginal rate for ordinary income.

New Plan Benefits

No awards have been previously granted under the 2025 EIP and no awards have been granted that are contingent on stockholder approval of the 2025 EIP. The awards that are to be granted to any participant or group of participants are indeterminable at the date of this proxy statement/prospectus because participation and the types of awards that may be granted under the 2025 EIP are subject to the discretion of the EIP Administrator. Consequently, no new plan benefits table is included in this proxy statement/​prospectus.

Votes Required for Approval

The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by

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proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Incentive Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Incentive Plan Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the Parataxis Holdings Inc. 2025 Equity Incentive Plan, a form of which is attached to the accompanying proxy statement/prospectus as Annex D be adopted and approved in all respects.

Recommendation of the SilverBox Board

The SilverBox Board believes that the Incentive Plan Proposal to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

Overview

SilverBox Shareholders are being asked to approve the ESPP attached hereto as Annex E. The SilverBox Board has approved the Employee Stock Purchase Plan Proposal, subject to shareholder approval at the Extraordinary General Meeting.

The purpose of the ESPP is to enable eligible employees of Pubco to use payroll deductions to purchase the shares of Pubco Class A Common Stock and thereby enhance the sense of participation in the affairs of Pubco. The SilverBox Board believes that providing eligible employees with the opportunity to acquire an ownership interest in Pubco will be essential to Pubco’s ability to attract and retain the highest quality and highest performing employees. The SilverBox Board also believes that the ownership of shares of Pubco Class A Common Stock by employees will motivate our employees to contribute to the achievement of Pubco’s corporate objectives and success. It is generally intended for the ESPP to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Code, and the ESPP shall be interpreted in accordance with that intent. The ESPP will provide potential additional tax benefits to employees, in addition to the general plan benefit of enabling them to share in the ownership of Pubco.

The initial maximum aggregate number of shares of Pubco Class A Common Stock that may be purchased under the ESPP will be equal to three percent (3%) of the issued and outstanding shares of Pubco Class A Common Stock following the Closing of the Business Combination, which shall increase on January 1 of each of 2026 through 2035, by the lesser of (i) one percent (1%) of the number of shares of Pubco Class A Common Stock issued and outstanding on the immediately preceding December 31, and (ii) such lesser number of Shares as determined by the Pubco Board (collectively, the “ESPP Share Reserve”); provided, however, no more than           Shares may be issued under the ESPP (subject to adjustment as provided in the ESPP).

As of        , 2025, approximately      employees would be eligible to participate in the ESPP.

Summary of Material Terms of the ESPP

The following summary describes the material terms of the ESPP. This summary is not a complete description of all provisions of the ESPP and is qualified in its entirety by reference to the ESPP, in the form attached hereto as Annex E.

Share reserve.   An amount of Shares equal to three percent (3%) of the issued and outstanding shares of Pubco Class A Common Stock at the closing of the Business Combination (after giving effect to the Redemption), which would equal shares of Pubco Class A Common Stock, assuming no Redemptions and based on the number of shares of Pubco Class A Common Stock outstanding on          , will be reserved and available for sale under the ESPP. The aggregate number of Shares reserved for sale under the ESPP will increase automatically on January 1 of each of 2026 through 2035 by a number of shares of Pubco Class A Common Stock equal to the lesser of one percent (1%) of the total number of issued outstanding Shares as of the immediately preceding December 31 or a number of shares of Pubco Class A Common Stock as may be determined by the Pubco Board; provided, however, no more than           Shares may be issued under the ESPP.

Administration.   The Pubco Board or a committee appointed by the Pubco Board will administer the ESPP subject to the terms and conditions of the ESPP (the “ESPP Administrator”). Among other things, the ESPP Administrator will have the authority to determine eligibility for participation in the ESPP, designate separate offerings under the ESPP, and construe, interpret and apply the terms of the ESPP.

Eligibility.   Employees eligible to participate in any offering pursuant to the ESPP generally include any employee who is employed by Pubco or its subsidiaries at the beginning of the applicable offering period. However, any employee who owns (or is deemed to own as a result of attribution) 5% or more of the total combined voting power or value of all classes of Pubco’s capital stock, or the capital stock of one of Pubco’s qualifying subsidiaries in the future, or who will own such amount as a result of participation in the ESPP, will not be eligible to participate in the ESPP. The ESPP Administrator may impose additional restrictions on eligibility from time to time as set forth in the ESPP.

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Offering Periods; Enrollment.   Under the ESPP, eligible employees will be offered the option to purchase shares of Pubco Class A Common Stock at a discount over a series of offering periods. No offering period may be longer than 12 months and each offering period will be determined by the ESPP Administrator. New participants may enroll by submitting an enrollment form prior to the start of an offering period. Once an employee is enrolled, participation will be automatic in subsequent offering periods. An employee’s participation automatically ends upon a termination of employment for any reason, and an employee may withdraw from an offering period at any time without affecting his or her eligibility to participate in future offering periods.

Offerings; payroll deductions.   Under the ESPP, eligible employees will be offered the option to purchase shares of Pubco Class A Common Stock at a discount over a series of offering periods by accumulating funds through payroll deductions of between one percent (1%) and fifteen percent (15%) of the employee’s compensation. The purchase price for shares of Pubco Class A Common Stock purchased under the ESPP will be eighty-five percent (85%) of the lesser of the fair market value of the shares of Pubco Class A CommonStock on (i) the first business day of the applicable offering period and (ii) the date of purchase; provided, however the Administrator may provide that the purchase price is 85% of the fair market value of the shares of Pubco Class A Common Stock on the date of purchase. No participant may purchase more than that number of shares of Pubco Class A Common Stock equal to that whole number determined by multiplying $2,083 by the number of full months in the Plan Period (as defined in the ESPP) divided by the closing price as published in the Wall Street Journal (or another source selected by the compensation committee) on the offering commencement date. The ESPP Administrator, in its discretion, may set a lower maximum amount of Shares which may be purchased. In addition, no participant will have the right to purchase our Shares in an amount, when aggregated with purchase rights under all of Pubco’s employee stock purchase plans that are also in effect in the same calendar years, that has a fair market value of more than $25,000, determined as of the first day of the applicable offering period, for each calendar year in which that right is outstanding.

Subject to certain limitations, the number of shares of Pubco Class A Common Stock that a participant purchases in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during the offering period by the purchase price. In general, if an employee ceases to be a participant in the ESPP, the employee’s option to purchase shares of Pubco Class A Common Stock under the ESPP will be automatically terminated, and the amount of the employee’s accumulated payroll deductions or other contributions will be refunded.

Adjustments upon recapitalization.   If the number of outstanding shares of Pubco Class A Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, or similar change in our capital structure without consideration, then the ESPP Administrator will proportionately adjust the number and class of our common stock that is available under the ESPP, the purchase price and number of shares any participant has elected to purchase under the ESPP, as well as the maximum number of shares which may be issued to participants under the ESPP.

Reorganization Events.   If we experience a “reorganization event” ​(as defined in the ESPP), the ESPP Administrator may take any one or more of the following actions regarding options outstanding during an offering on such terms as the ESPP Administrator determines: (i) provide that options shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) provide that all outstanding options shall be terminated immediately prior to the consummation of such reorganization event and that all such outstanding options shall become exercisable to the extent of accumulated payroll deductions as of a date specified by the ESPP Administrator, (iii) provide that all outstanding options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (iv) change the last day of the offering period to be the date of the consummation of such Reorganization Event and make or provide for a cash payment to each employee, (v) provide that, in connection with a liquidation or dissolution of Pubco, options will convert into the right to receive liquidation proceeds (net of the option price thereof), and (vi) any combination of the foregoing.

Transferability.   Rights under the ESPP are not transferable other than by will or the laws of descent and distribution.

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Amendment; termination.   The Pubco Board may, at any time and from time to time, amend or suspend the ESPP or any portion thereof, except that (a) if the approval of any such amendment by the stockholders of Pubco is required by Section 423 of the Code, such amendment will not be effected without such approval, and (b) in no event may any amendment be made that would cause the ESPP to fail to comply with Section 423 of the Code. The ESPP may be terminated at any time by the Pubco Board, and upon such termination, all amounts in the accounts of participating employees will be promptly refunded.

Federal Income Tax Information

The following is a summary of some of the material federal income tax consequences to participants in the ESPP under current federal tax laws. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. The ESPP is not subject to any provisions of the Employee Retirement Income Security Act of 1974.

Assuming the ESPP qualifies under the Code, no taxable income will be recognized by a participant, and no deductions will be allowable to Pubco, upon either the grant or the exercise of the purchase rights. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the ESPP or in the event the participant should die while still owning the purchased shares.

If the participant sells or otherwise disposes of the purchased shares within two years after the start date of the offering period in which such shares were acquired or within one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and Pubco will be entitled to an income tax deduction, for the taxable year in which such sale or disposition occurs, equal in amount to such excess.

If the participant sells or disposes of the purchased shares more than two years after the start date of the offering period in which the shares were acquired and more than one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) 15 percent of the fair market value of the shares on the start date of that offering period, and any additional gain upon the disposition will be taxed as a long-term capital gain. Pubco will not be entitled to an income tax deduction with respect to such sale or disposition.

If the participant still owns the purchased shares at the time of death, then the participant will recognize ordinary income at such time equal to the lesser of (i) the amount by which the fair market value of the shares on the date of death exceeds the purchase price or (ii) 15 percent of the fair market value of the shares on the start date of the offering period in which those shares were acquired.

New Plan Benefits

The amounts of future stock purchases under the ESPP are not determinable because, under the terms of the ESPP, purchases are based upon elections made by participants. Future purchase prices are not determinable because they are based upon fair market value of shares of Pubco Class A Common Stock.

Votes Required for Approval

The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the

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Extraordinary General Meeting. The Employee Stock Purchase Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Employee Stock Purchase Plan Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the Parataxis Holdings Inc. 2025 Employee Stock Purchase Plan, a form of which is attached to the accompanying proxy statement/prospectus as Annex E be adopted and approved in all respects.”

Recommendation of the SilverBox Board

The SilverBox Board believes that the Employee Stock Purchase Plan Proposal to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE DIRECTOR ELECTION PROPOSAL

Overview

Assuming each of the Condition Precedent Proposals, including the Business Combination Proposal, is approved, SilverBox is seeking shareholder approval by ordinary resolution of the election, effective immediately in connection with the consummation of the Business Combination, of the individuals listed below to serve as directors of Pubco in the respective classes noted below, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal.

Election of Directors

Pursuant to the Business Combination, SilverBox has agreed to take all necessary action, including causing the members of the SilverBox Board to resign, so that effective at the completion of the Business Combination, the entire Pubco Board will consist of five (5) individuals.

Under the Proposed Certificate of Incorporation, the directors of Pubco will be divided into three classes as nearly equal in size as is practicable, designated Class I, Class II and Class III. SilverBox is proposing the approval by ordinary resolution of the election of the following five individuals, who will take office immediately following the completion of the Business Combination and who will constitute all the members of the Pubco Board: (i)       and       as Class I directors, (ii)       and        as Class II directors, and (iii)        as Class III director.

If elected, the initial Class I directors shall serve for a term expiring at the first annual meeting of stockholders; the initial Class II directors shall serve for a term expiring at the second annual meeting of stockholders; and the initial Class III directors shall serve for a term expiring at the third annual meeting of stockholders. At each annual meeting of stockholders beginning with the first annual meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their election. Each director in each such class shall hold office until such director’s successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal. It is anticipated that Edward Chin will be designated as Chairman of the Pubco Board. Each of      ,      ,       and       is expected to qualify as an independent director under Nasdaq’s listing standards.

Subject to other provisions in the Proposed Certificate of Incorporation, the number of directors that constitutes the entire Pubco Board will be fixed solely by a resolution adopted by a majority of the directors then serving on the Pubco Board. Each director of the Pubco Board will hold office until the expiration of the term for which such director is elected and until such person’s successor has been duly elected and qualified or until such person’s earlier resignation, death, or removal.

If the number of directors is hereafter changed, any increase or decrease in directorships will be so apportioned among the classes by the Pubco Board as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Pubco Board will shorten the term of any incumbent director.

For so long as the Pubco Board is classified, any director may be removed from office by the stockholders only for cause. Vacancies occurring on the Pubco Board for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Pubco Board then in office, although less than a quorum, or by a sole remaining director, and not by stockholders of Pubco. A person so elected by the Pubco Board to fill a vacancy or newly created directorship will hold office until the next election of the class for which such director will have been chosen and until such person’s successor will be duly elected and qualified, or until such director’s earlier death, resignation or removal.

The SilverBox Board knows of no reason why any of the nominees will be unavailable or decline to serve as a director. The information presented below is as of the Record Date and is based in part on information furnished by the nominees and in part from SilverBox’s and Parataxis’ records.

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Nominees

At the completion of the Business Combination, in accordance with the terms of the Business Combination Agreement and assuming the election of the nominees set forth in this section, the members of the Pubco Board will be as follows:

Class I Directors:       and      ;

Class II Directors:       and      ; and

Class III Directors:      .

Information regarding each nominee is set forth in the section of this proxy statement/prospectus entitled “Management After the Business Combination.”

Other than the requirement under the Business Combination Agreement that the parties thereto take all necessary action so that effective at the Closing the Pubco Board will consist of (i) three (3) directors chosen by Parataxis, (ii) one (1) director chosen by the SilverBox (who will serve on the Pubco Audit and Compensation Committees) and (iii) the Chief Executive Officer of Pubco, there is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to such person’s office or position.

For more information about the experience of each of these director nominees of the Pubco Board following the Closing, see the sections of this proxy statement/prospectus entitled “Management After the Business Combination”; and for more information about the compensation of the members of the SilverBox Board and executive officers of SilverBox prior to the Closing, see the section of this proxy statement/​prospectus entitled “Information about SilverBox — Directors and Executive Officers.”

Vote Required for Approval

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal.

The Director Election Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Director Election Proposal will have no effect, even if approved by the requisite holders of SilverBox Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsor has agreed, and SilverBox’s officers and directors intend, to vote the SilverBox Ordinary Shares owned by them in favor of the Director Election Proposal.

As of the Record Date, the Sponsor owns      % of the issued and outstanding SilverBox Ordinary Shares. SilverBox’s officers and directors do not hold any Public Shares, but may purchase Public Shares at any time, subject to compliance with law and SilverBox’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Director Election Proposal will require the affirmative vote of at least       SilverBox Ordinary Shares held by Public Shareholders (or approximately      % of the Public Shares) if all SilverBox Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least SilverBox Ordinary Shares held by Public Shareholders (or approximately      % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the election, effective immediately in connection with the consummation of the Business Combination, of        and        to each serve as a Class I director

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of Pubco,       and      to each serve as a Class II director of Pubco and       to serve as a Class III director of Pubco, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal, be approved in all respects.”

Recommendation of the SilverBox Board

The SilverBox Board believes that the Director Election Proposal to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE PUBCO BOARD.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE STOCK ISSUANCE PROPOSAL

Overview

Pursuant to Section 312.03(c) of the NYSE’s Listed Company Manual, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Additionally, under Section 312.03(d) of the NYSE’s Listed Company Manual, shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant. Upon the consummation of the Business Combination, Pubco expects to issue approximately (i) 47,203,723 shares of Pubco Class A Common Stock in connection with the Business Combination, and reserve for issuance, (ii) up to 41,237,113 shares of Pubco Class A Common Stock in connection with the SEPA (assuming the Pubco Class A Common Stock trades at $10.00 per share throughout the draw down period and Pubco draws down fully the amount of shares of Pubco Class A Common Stock available under the SEPA), (iii) 10,000,000 shares of Pubco Class C Common Stock and (iv) the additional shares of Pubco Class A Common Stock that will, upon the Closing, be reserved for issuance pursuant to the 2025 EIP and the ESPP, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03.

Accordingly, the aggregate number of shares of Pubco Class A Common Stock that Pubco will issue in connection with the Business Combination will exceed 20% of both the voting power and the shares of Pubco Class A Common Stock outstanding before such issuance and this issuance of shares may result in a change of control of the registrant under Section 312.03(d) of the NYSE’s Listed Company Manual, and for these reasons, SilverBox is seeking the approval of SilverBox shareholders for the issuance of Pubco Class A Common Stock in connection with the Business Combination.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of up to (i) 47,203,723 shares of Pubco Class A Common Stock in connection with the Business Combination, (ii) 41,237,113 shares of Pubco Class A Common Stock in connection with the SEPA, (iii) 10,000,000 shares of Pubco Class C Common Stock and (iv) the additional shares of Pubco Class A Common Stock that will, upon Closing, be reserved for issuance pursuant to the 2025 EIP and ESPP, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03, be approved.”

Vote Required for Approval

The approval of the Stock Issuance Proposal does not require the passing of a resolution under the Memorandum and Articles of Association and Cayman Islands law. Notwithstanding this, the SilverBox Board is asking the SilverBox Shareholders to approve the Stock Issuance Proposal by way of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal.

The adoption of the Stock Issuance Proposal is conditioned upon the adoption of the Business Combination Proposal.

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Recommendation of the SilverBox Board

The SilverBox Board believes that the Stock Issuance Proposal to be presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal allows the SilverBox Board to submit a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary: (1) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (2) for the absence of a quorum; (3) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SilverBox has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (4) if the NTA Proposal will not be approved, to seek reversals of redemption requests if Public Shareholders have elected to redeem an amount of Public Shares such that SilverBox would have less than $5,000,001 in net tangible assets; or (5) in order to engage with investors.

The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for the Sponsor, SilverBox and their members and shareholders, respectively, to make purchases of SilverBox Ordinary Shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the Extraordinary General Meeting, or otherwise increase the likelihood of closing the Business Combination.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the Extraordinary General Meeting and is not approved by the shareholders, the SilverBox Board may not be able to adjourn the Extraordinary General Meeting to a later date (i) if based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Condition Precedent Proposals, in which event, the Business Combination would not be completed, (ii) in case of an absence of a quorum or (ii) in the event that adjourning the Extraordinary General Meeting to a later date would allow for reasonable additional time for (A) the filing or mailing of any supplemental or amended disclosure that SilverBox has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting or (B) engaging with investors.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding SilverBox Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal.

The Adjournment Proposal is not conditioned on the approval of any other proposal.

As of the date of this proxy statement/prospectus, the Sponsor has agreed, and SilverBox’s officers and directors intend, to vote the SilverBox Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the Record Date, the Sponsor owns      % of the issued and outstanding SilverBox Ordinary Shares. SilverBox’s officers and directors do not hold any Public Shares, but may purchase Public Shares at any time, subject to compliance with law and SilverBox’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Adjournment Proposal will require the affirmative vote of at least        SilverBox Ordinary Shares held by Public Shareholders (or approximately      % of the Public Shares) if all SilverBox Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least        SilverBox Ordinary Shares held by Public Shareholders (or approximately      % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

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Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary: (1) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (2) for the absence of a quorum; (3) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SilverBox has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; or (4) in order to engage with investors, be approved.”

Recommendation of the SilverBox Board

The SilverBox Board believes that the Adjournment Proposal if presented at the Extraordinary General Meeting is in the best interests of SilverBox and its shareholders.

THE SILVERBOX BOARD UNANIMOUSLY RECOMMENDS THAT SILVERBOX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of SilverBox and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and SilverBox’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of SilverBox’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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INFORMATION ABOUT PARATAXIS

Unless otherwise indicated or the context otherwise requires, references in this section entitled “Information about Parataxis” to “Parataxis” or “we,” “our,” “us,” and similar terms refer to Parataxis Holdings LLC (including its direct and indirect subsdiaries) before the Business Combination, which will be the business of Pubco and its consolidated subsidiaries immediately after the Closing of the Business Combination.

A Letter from Our Chairman and CEO

At Parataxis, we are building a platform that reflects both where the digital asset market is today — and where we believe it’s headed. We have been preparing for becoming a public company during the past year, not as a reaction to short-term market trends, but as a continuation of a broader thesis that Parataxis Capital Management — our affiliated investment manager — has been executing since 2019: we believe that digital assets are becoming a permanent allocated investment in institutional portfolios, and the infrastructure and strategies for providing risk-managed exposure to the space must evolve accordingly.

Parataxis is the expression of that work. Our platform is anchored by three core components: (i) a scalable structure that allows us to build and manage listed Bitcoin treasury vehicles in underpenetrated markets, (ii) a risk-managed organic yield strategy executed with institutional controls, and (iii) permanent capital through long-term Bitcoin holdings on our balance sheet.

Our first transaction in South Korea is a reflection of this strategy in action. We believe South Korea represents a compelling opportunity: strong investor demand, evolving regulation, and an absence of listed, regulated proxies for digital asset exposure. It is the kind of market where disciplined capital, local experience, and regulatory alignment can produce meaningful long-term value. We have structured our initial acquisition accordingly — and we are building the capabilities to repeat it.

My own background spans traditional finance, digital asset investment management, and public service. Before entering the investment industry, I served in the U.S. Army and was stationed in South Korea. That experience shaped not only my connection to the region, but also my perspective on how institutions operate when trust and accountability are non-negotiable. Those principles have guided our team ever since.

Parataxis Capital Management was one of the first digital asset investment firms to receive allocations from U.S. public pensions. We believe that capital allocation was made not as a result of trend cycles, but due to a track record of responsible execution. Parataxis has been designed with the same core principles in mind: transparency, discipline and scalability.

Thank you for your interest in our company and for taking the time to understand our strategy.

Sincerely,

 
Edward Chin
Chairman and CEO
Parataxis

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Overview of Parataxis

Parataxis is a Delaware limited liability company formed in June 2025 to develop and execute a strategy focused on capital deployment, yield generation, and structured balance sheet exposure to Bitcoin. Parataxis operates as a digital asset management platform that seeks to combine institutional-grade infrastructure, long-term Bitcoin treasury strategies, and platform investments in listed entities, with the goal of becoming a leading public alternative asset management company focused on the digital asset sector.

Parataxis is affiliated with PCM, a New York-based multi-strategy investment firm founded in 2019. PCM manages capital on behalf of institutional clients, including U.S. public pensions, family offices, and other qualified investors, with more than $100 million in AUM as of the date of this proxy statement/​prospectus. The principals of PCM include Edward Chin (CEO and founder of Parataxis, and CEO and co-founder of PCM), Thejas Nalval (CIO and co-founder of PCM), and Andrew Kim (CEO of Parataxis Korea (Ticker: 288330.KQ)). Prior to the closing of the Business Combination, Parataxis expects to enter into the Shared Services Agreement with PCM to provide certain operational, administrative and risk management services to Parataxis, a form of which is attached to this proxy statement/prospectus as Annex F. See “The Business Combination Proposal — Certain Agreements Related to the Business Combination — Shared Facilities and Services Agreement.”

Parataxis originated from strategic initiatives developed within PCM and its proprietary investment strategies, including sourcing potential opportunities to create publicly listed platform investments for digital asset strategies. These initiatives led to the development of Parataxis’ current model, which integrates direct Bitcoin ownership, internally managed organic yield generation, and special situation investments, including control-oriented investments in foreign publicly listed companies.

Through Parataxis’ subsidiaries, (i) Parataxis Labs Management LLC, a Delaware limited liability company and investment advisor to the Parataxis Korea Fund and (ii) Parataxis Labs LLC, a Delaware limited liability company and general partner to the Parataxis Korea Fund, Parataxis engages in alternative asset management, specializing in private funds that invest in public companies adopting digital assets as a core component of their corporate treasury strategies, which currently consists of the Parataxis Korea Fund. As Bitcoin has continued its evolution from its origins as a speculative asset to a recognized store of value and inflation hedge, a growing number of publicly traded firms are allocating portions of their balance sheets to Bitcoin holdings. The Parataxis Korea Fund provides institutional and accredited investors with targeted exposure to this emerging trend, with a focus on emerging markets, capitalizing on the potential for enhanced shareholder value through Bitcoin appreciation while leveraging the stability of established public equities. Parataxis structures its funds to emphasize long-term value creation, disciplined investment processes, and alignment of interests between managers and investors. Its investor base includes a diversified mix of institutional investors, family offices, and high net worth individuals.

Parataxis currently owns Bitcoin for its own account through Anchorage Digital, a digital asset custodian, in order to apply a Bitcoin treasury strategy intended to generate Bitcoin-denominated organic yield through an internally managed, risk-controlled volatility trading program. In addition, Parataxis, through the Parataxis Korea Fund, has acquired a controlling interest in Bridge Bio, a publicly listed company in South Korea, which has been renamed “Parataxis Korea”.

Market Opportunity and Industry Context

Parataxis’ business strategy is based on the belief that digital assets will continue to transition from speculative investments into strategic reserve assets and key allocations within institutional portfolios. Parataxis seeks to capitalize on this trend by providing structured, public market access to digital asset exposure in a format consistent with institutional governance, transparency, capital formation standards and the regulatory framework for digital assets.

Bitcoin has increasingly been adopted by corporations, asset managers, and sovereign entities as a macro reserve asset and in many cases, seem attractive as a hedge against monetary debasement and inflation volatility. Major financial institutions in the United States and abroad have launched or supported spot Bitcoin exchange-traded products (ETPs), reflecting increased regulatory acceptance and demand from both institutional and retail channels.

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Parataxis believes that this evolving environment presents an opportunity to offer publicly listed Bitcoin exposure, coupled with operational leverage, balance sheet yield, and platform growth — factors not present in passive holding strategies. In many non-U.S. markets, including South Korea, listed access to Bitcoin can be limited for certain investors.

Several publicly-listed companies globally have adopted Bitcoin balance sheet strategies and subsequently experienced favorable changes in valuation and trading dynamics. Although each case is distinct and past performance is not indicative of future results, Parataxis notes that as of the date of this proxy statement/prospectus, it appears that public equity markets have placed valuation premiums on a number of entities with Bitcoin-treasury strategies, suggesting to us that there are reasons for optimism with regard to potential investor demand for listed, transparent, Bitcoin-exposed operating entities, particularly in markets where no other equivalent instruments exist, including South Korea.

Strategic Position

A key distinguishing feature of the first pillar of our strategy is Parataxis’ pursuit of opportunities for investments in digital asset businesses outside of the United States, initially to be focused on investments in South Korea. Parataxis believes it is differentiated through three core strategic pillars: (1) execution of a publicly listed Bitcoin treasury strategy through control stake investments made through the Parataxis Korea Fund; (2) an internally managed, conservative Bitcoin yield strategy at Pubco; and (3) the ability to pursue special situation investments across the digital asset landscape.

The Parataxis Korea Fund

Parataxis, through the Parataxis Korea Fund, did not acquire a passive interest in Parataxis Korea, but rather a controlling position that provides Parataxis with control over treasury policy, capital allocation, and corporate governance. Parataxis believes this control structure enhances its ability to implement a disciplined and transparent Bitcoin treasury strategy within a regulated public company framework, in compliance with applicable South Korean securities regulations and listing requirements. See “— Regulation Investment in South Korean Companies and South Korean Digital Asset Framework.”

South Korea is viewed as an especially attractive jurisdiction in which to pursue Parataxis’ digital asset strategery due to its high levels of retail digital asset participation, a clear and evolving regulatory framework (including the passage into law of the Act on the Protection of Virtual Asset Users (“VAU”)), and the current limited availability of domestically listed spot Bitcoin proxy vehicles (as of the date of this proxy statement/prospectus, no South Korea-listed spot Bitcoin ETFs (defined below) have been launched although regulators have proposed a roadmap for spot Bitcoin ETFs later in 2025). These structural dynamics share certain parallels with those observed in Japan, where Metaplanet Inc. (“Metaplanet”) (Tokyo Stock Exchange: 3350.T) adopted a Bitcoin treasury strategy and, following its repositioning, as of August 2025, was one of largest publicly listed holders of Bitcoin in Asia (by disclosed holdings). While this precedent is not predictive, it highlights potential investor receptivity to listed Bitcoin vehicles in Asian-Pacific markets as of the date of this proxy statement/prospectus.

Parataxis believes its sourcing, diligence, and execution framework is difficult to replicate, particularly with respect to establishing regulatory alignment and governance control in foreign-listed operating companies.

Internally Executed Bitcoin Yield Strategy

Pubco intends to utilize cash from operations (generally consisting of fees earned by its subsidiaries) and financing transactions to purchase Bitcoin for its balance sheet. Pubco does not intend to actively hedge Bitcoin price risk, but instead hold Bitcoin on its balance sheet as a long-term treasury asset and generally not look to sell or monetize its Bitcoin holdings.

In addition to holding Bitcoin on its balance sheet, Pubco intends to implement a strategy designed to generate incremental, organic yield on its Bitcoin holdings by using income-generating strategies (e.g., writing covered calls on spot Bitcoin holdings) and utilizing institutional counterparties to access liquidity across global venues for execution. In particular, Pubco expects to utilize collateralized, non-leveraged options

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trading strategies, including covered call writing and cash-secured put selling, executed through regulated counterparties and subject to internal controls and board oversight. Pubco intends to evaluate options market liquidity, pricing, slippage and the availability of counterparties when considering the deployment of its yield strategy.

All of Pubco’s Bitcoin will be held with qualified third-party custodians that meet rigorous institutional standards for security, insurance, and auditability. Pubco will not self-custody any portion of its Bitcoin position, or hypothecate any portion of treasury assets. Custodial relationships will be reviewed periodically and approved in accordance with board-defined risk management criteria. Pubco also intends to adopt policies and procedures designed to evaluate and manage risk and monitor and address regulatory and compliance requirements across our platform.

The objective of Pubco’s bitcoin strategy targets generating incremental return profile on Pubco’s Bitcoin holdings without relying on lending, staking, or other practices that would introduce rehypothecation, financial leverage, or unsecured counterparty exposure. Pubco does not intend to employ derivatives strategies that involve directional market views or significant notional exposure beyond the underlying Bitcoin positions.

Management believes that, subject to market conditions and execution discipline, the ability to generate organic yield on Bitcoin holdings would enhance both Bitcoin yield and Bitcoin per share metrics over the long-term and with less reliance on capital formation activity through market cycles, thereby improving capital efficiency and contributing to overall asset growth.

Special Situation Investments

In addition to its core Bitcoin treasury and yield strategy, Pubco may pursue opportunistic investments arising from market dislocations in the digital asset sector. These may include structured token investments, both at the application and infrastructure layer, as well as distressed opportunities, event-driven strategies, or digital asset — related mergers and acquisitions. These investments are intended to be opportunistic, with market factors driving the timing and quantum of capital deployed such opportunities.

Parataxis believes that the volatility inherent in digital asset markets can create mispriced risk or asymmetric entry points. The team at Parataxis has experience identifying and executing on these types of transactions and may allocate capital selectively when opportunities align with Parataxis’ risk management framework and long-term platform objectives.

Platform Structure

Pubco is an entity formed in connection with the proposed Business Combination with SilverBox. Following the closing of the Business Combination, Pubco will survive as the public company through which shareholders will be able to access Parataxis’ broader digital asset strategy through the public markets. In addition to its Bitcoin holdings, Pubco will generate revenue through access to 15% of the profits generated by the Parataxis Korea Fund as carried interest, with the remaining 85% being distributed to the limited partners in the Parataxis Korea Fund. Set forth below is a simplified organizational chart of our platform following the Closing:

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Parataxis’ first such investment is Parataxis Korea, formerly known as Bridge Biotherapeutics, a KOSDAQ-listed company, in which Parataxis has acquired a controlling stake. Parataxis Korea is expected to implement a Bitcoin treasury strategy and provide Parataxis with oversight of both the board of directors and management, while continuing to operate as a listed company in South Korea.

In addition to direct Bitcoin exposure, Pubco intends to implement internally managed, market-neutral trading policies and procedures designed to generate organic Bitcoin-denominated yield. These strategies are expected to apply both at the Pubco level and, where applicable, at operating entities controlled by the Parataxis Korea Fund, such as Parataxis Korea, as well as potential future operating companies which could be a part of future funds, and will be executed under appropriate controls and risk oversight, including all Bitcoin being held with qualified third-party custodians that meet rigorous institutional standards for security, insurance, and auditability. Pubco will not self-custody any portion of its Bitcoin position, or hypothecate any portion of treasury assets. Custodial relationships will be reviewed periodically and approved in accordance with board-defined risk management criteria.

The third component of the structure is intended to support special situation investments. These may include opportunistic digital asset investments across structured tokens, infrastructure or application layer opportunities, distressed assets, or event-driven transactions. Parataxis believes Pubco will be well-positioned to access and execute on such opportunities due to its public company infrastructure, fund formation capability, and the digital asset transaction experience of its management team.

The Parataxis platform’s operations are supported by PCM, Parataxis’ affiliated investment manager. While PCM is not part of the proposed Business Combination, prior to the closing of the Business Combination, Parataxis will enter into a shared facilities and services agreement with PCM that provides Parataxis access to PCM’s investment infrastructure and risk systems. Pubco also holds a three-year right of first refusal with respect to a potential future acquisition of PCM, should relevant circumstances arise in the future. Parataxis believes this structure allows Pubco to leverage institutional-grade execution while maintaining public company governance and independence.

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Parataxis believes that this platform design connects its strategic pillars — Bitcoin exposure, internally generated yield, and special situation execution — into a cohesive structure intended to support long-term growth, scalability, and institutional alignment with benefits of cross broader exposure and institutional governance.

“Bitcoin Treasury Flywheel 2.0”

As described further herein, Pubco’s strategy is structured around three independent, but complementary drivers of value creation: (i) control-based platform investments, (ii) internally generated Bitcoin yield, and (iii) opportunistic special situations. Together, these components form the foundation of Parataxis’ differentiated approach to capital deployment across the digital asset sector.

Parataxis refers to this framework as the “Planned Bitcoin Treasury Flywheel 2.0” — an evolution of earlier Bitcoin treasury strategies. The model is designed to generate returns across multiple channels, each contributing to asset base growth and potential net asset value (NAV) accretion. The chart below illustrates Parataxis’ approach and how it compares to what some market participants may “traditional” Bitcoin treasury models (“Planned Bitcoin Treasury Flywheel 1.0”).

Unlike certain other Bitcoin treasury business models — which often depend solely on market sentiment to support capital formation at a premium to NAV — Parataxis’ strategy is designed to target generation of incremental returns on invested capital, even in neutral or volatile Bitcoin price environments. Parataxis believes this reduces sole reliance on external capital formation and may support performance across market cycles.

The platform’s performance framework includes reference to a metric known as “Bitcoin Yield”, which measures the growth in Bitcoin holdings relative to fully diluted shares outstanding. While not a GAAP financial measure, and not intended as a substitute for financial reporting, Parataxis believes this metric may provide an additional perspective on treasury strategy effectiveness.

Parataxis believes this approach creates a self-reinforcing model of capital deployment, treasury growth, and platform expansion that is less dependent on market-driven NAV premiums and more resilient to pricing volatility in the underlying asset. Parataxis maintains institutional-grade controls across its digital asset operations. Pubco’s Bitcoin holdings are not currently subject to lending arrangements, and counterparty risk is actively managed through agreements with established, high-quality US-based financial institutions. Custody, compliance, and execution protocols are governed by rigorous operational standards developed by PCM.

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Investment Advisory Business

Fund Structure

The Parataxis Korea Fund is organized as limited partnerships or limited liability companies, both of which are common structures in the asset management industry.

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General Partner:   Parataxis Labs (a wholly-owned subsidiary of Parataxis) serves as the general partner/managing member of Parataxis Korea Fund and expects to serve in the same role for potential future Parataxis funds.

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Investment Advisor:   Parataxis Labs Management (a wholly-owned subsidiary of Parataxis) serves as the investment advisor to the Parataxis Korea Fund, responsible for day-to-day fund management, investment decisions, and operational oversight. As an active manager, Parataxis Labs Management plans to employ a team of investment professionals with expertise in investment research, operational risk management, digital asset markets, public equities and corporate finance.

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Limited Partners/Members:   Investors provide capital through commitments and enjoy limited liability, capped at their invested amount. Limited partners or limited members have no direct involvement in management decisions but receive periodic reporting and distributions. The Parataxis Korea Fund and other Parataxis funds are “blind pool” vehicles, meaning limited partners/limited members commit capital without pre-approving specific investments, allowing flexibility to respond to market dynamics.

Fee Structure

As described above, the Parataxis Korea Fund charges fees, which are allocated to the general partner, Parataxis Labs and the remainder of the profits generated by the Parataxis Korea Fund will be distributed to Pubco to be utilized in executing Pubco’s stated strategies.

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Management Fees:   The Parataxis Korea Fund charges a one-time 2% management fee against committed capital from investors. These cover operational costs, research, and due diligence.

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Performance Fees:   The Parataxis Korea Fund charges a one-time 15% performance fee on investment gains, ensuring that the general partner is aligned with investors in seeking investment outperformance.

Investment Strategy

Parataxis management has spent considerable time evaluating the execution of a Bitcoin treasury strategy in South Korea, where retail digital asset adoption remains high, but there exists a lack of listed securities by which investors can invest to obtain digital asset exposure. Parataxis conducted due diligence and evaluated over 50 public companies before identifying a suitable initial target for investment by Parataxis. Areas of diligence included legal, regulatory, tax, governance, financial, accounting and shareholder dynamics. Following the closing of the Business Combination, Pubco will be supported in the management of its funds business and the execution of its investment strategy in South Korea through its shared facilities and services agreement with PCM. These services include certain operational, administrative and risk management services to Parataxis.

The Parataxis Korea Fund

In August 2025, Parataxis’ flagship fund, the Parataxis Korea Fund acquired a controlling interest in Parataxis Korea, formerly known as Bridge Bio. The Parataxis Korea Fund’s investment objective is to seek long-term capital appreciation through its control investment in Parataxis Korea. Parataxis Korea will be actively managed by Parataxis through a management team and board selected by Parataxis. The Parataxis Korea Fund will continue for a period of five years and may be extended for up to two additional one-year periods. Investors in the Parataxis Korea Fund are subject to a one-time 2% management fee which is allocated to the investment manager and a 15% performance fee which is allocated to the Parataxis Labs on distributions after investors have received cumulative distributions equal to 100% of an investor’s capital contribution, to be paid to respective Parataxis’ subsidiaries.

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Parataxis Korea

Opportunity in South Korea

Parataxis believes that the South Korean market presents an attractive opportunity for a listed Bitcoin treasury strategy due to several structural factors, including:

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The absence of a spot Bitcoin exchange-traded fund (“ETF”);

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A high level of domestic retail engagement with digital assets;

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Cultural and political mainstreaming of crypto investing; and

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Regularly observed crypto trading volumes that exceed Korean equity market activity

These conditions draw parallels to the Japanese public markets, where Metaplanet, a public company listed in Japan, adopted a Bitcoin treasury model in April 2024. Following the adoption of its Bitcoin treasury model, Metaplanet’s share price increased significantly. As of July 2025, Metaplanet had accumulated more than 16,000 Bitcoin and, at its peak, experienced a share price appreciation in excess of 72x from pre-announcement levels. Metaplanet’s market capitalization grew by over 42,000%, and trading volume increased materially during the same period. As of August 2025, Metaplanet is reported to be the largest publicly listed holder of Bitcoin in Asia.

(1)

Sources: FactSet (market data as of July 17, 2025) and Metaplanet’s Website

While past performance is not predictive and there are attributes of Metaplanet’s business which are different from the strategies Parataxis intends to employ (and from the business of Bridge Bio), Parataxis believes that South Korea shares similar foundational dynamics as Japan — such as high retail engagement in crypto, limited listed proxy options, and a supportive regulatory framework — that led to Metaplanet’s success that could suggest that a similar opportunity exists in South Korea.

Available market data indicates that South Korea is among the most active jurisdictions globally for digital asset trading. As reflected in the chart below, daily trading volume on Korean cryptocurrency exchanges, denominated in Korean Won (KRW), has consistently remained at par or exceeded the trading activity on the country’s principal equity markets, including the KOSPI and KOSDAQ, during 2024.

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In addition, global trading volume by currency pair shows that KRW ranks among the top currencies used for crypto transactions, and in certain periods has exceeded US. dollar-based volumes. This suggests a high level of domestic engagement in digital assets, particularly among retail investors.

Despite this activity, listed pathways for US public market investors digital asset exposure in South Korea remain limited. As of the date of this proxy statement/prospectus, there is no approved spot Bitcoin exchange-traded fund in South Korea, and listed proxy instruments commonly available in other jurisdictions — such as public Bitcoin miners or ETFs — are not accessible through local brokerage platforms. While South Korean investors may access crypto markets through local exchanges, public equity instruments remain the more common interface for investment among many retail and institutional investors.

Parataxis believes that, in light of these dynamics, South Korean equity markets may present an opportunity for listed digital asset strategies structured under institutional governance. Parataxis’ initial platform transaction in South Korea is designed to operate within these constraints and to address existing market conditions.

Parataxis Korea Transaction

On June 20, 2025, Parataxis announced that the Parataxis Korea Fund had entered into a definitive agreement to invest KRW 25 billion (approximately USD $20 million) into Bridge Bio, a KOSDAQ-listed company (Ticker: 288330.KQ). The transaction was structured to provide Parataxis, through the Parataxis Korea Fund, with a controlling interest in Bridge Bio, including Bridge Bio’s board and executive management. On August 7, 2025, the acquisition was consummated and Bridge Bio was renamed “Parataxis Korea, Inc.”

The transaction reflects more than 12 months of execution planning, relationship development, and due diligence led by Parataxis’ management team. Parataxis believes the resulting structure provides an exceptional opportunity to implement a public-market Bitcoin treasury strategy in South Korea — a jurisdiction with high levels of digital asset participation and limited access to listed Bitcoin proxy instruments.

Following the closing of the investment in Bridge Bio and its renaming into “Parataxis Korea,” Parataxis Korea formally adopted a Bitcoin treasury strategy under the direction of Parataxis. Parataxis appointed Andrew Kim as Chief Executive Officer of Parataxis Korea, while retaining the pre-closing Bridge

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Bio management team to manage core operations. Bitcoin acquisition and yield generation by Parataxis Korea/​Bridge Bio is expected to be managed in accordance with Parataxis’ governance and risk framework.

The KRW 25 billion of invested capital was structured through two sources:

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Approximately KRW 20 billion was funded by Parataxis Korea Fund, a limited partnership controlled by Parataxis, capitalized by outside investors as limited partners. Parataxis has indirect economic exposure to this investment through the Parataxis Korea fee structure described above.

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Approximately KRW 5 billion was invested directly from Parataxis’ balance sheet

Parataxis believes early price movement in Parataxis Korea may reflect positive market sentiment toward the transaction and Parataxis Korea’s strategic direction. However, there can be no assurance that such performance will be sustained, and actual results may differ.

Parataxis also believes the Parataxis Korea transaction reflects execution characteristics that differentiate Parataxis’ ability to execute on transactions. The process included:

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Market access and trust-based relationships developed over more than 20 years by members of the Parataxis team through military service, academic experience, and prior financial engagements in South Korea;

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A rigorous due diligence and structuring process involving leading Korean counsel (Shin & Kim), financial diligence by Deloitte, and the negotiation of governance, cash control, and capital structure terms under Korean securities laws;

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Early execution efforts that we believe predated other public Bitcoin strategies in the region and that incorporated regulatory alignment from inception; and

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Operational rigor consistent with institutional capital management practices, including risk underwriting, compliance infrastructure, and execution discipline

Parataxis believes this transaction represents a differentiated first step in its platform strategy and provides a working model for future listed transactions in South Korea and other markets.

Additionally, on September 1, 2025, Parataxis Korea announced that it has raised KRW 10 billion (approximately $7.2 million) through a paid-in-capital increase in shares, the proceeds of which will be used to further scale its previously announced Bitcoin treasury strategy.

Bitcoin Treasury Yield Strategy

Pubco intends to implement a Bitcoin treasury yield strategy that involves the use of collateralized, market-neutral investment strategies. These strategies will continue to evolve over time, but initially are expected to include, among others, the sale of covered call options and cash-secured puts on Parataxis’ Bitcoin holdings. The objective is to generate Bitcoin-denominated income without introducing risks arising from the use of leverage, rehypothecation of treasury assets, or directional exposure.

We expect execution to occur will occur through established institutional infrastructure. All Bitcoin assets will be held with U.S.-based institutional qualified third-party custodians that meet applicable standards for security, insurance, and auditability and have demonstrated records of regulatory compliance and information security. As of the date of this proxy statement/prospectus, all of Parataxis’ Bitcoin is held in a custody account with Anchorage. Parataxis’ custody framework includes:

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Diversification of custody across multiple providers to mitigate counterparty risk (to be implemented);

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Utilization of multi-signature cold storage solutions to enhance security, which store private keys in offline, air-gapped environments that are not connected to the internet, significantly reducing the risk of cyberattacks, unauthorized access, or online breaches;

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Rigorous due diligence and ongoing monitoring of custodians and service providers; and

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Negotiation of contractual protections to ensure Parataxis’ property interests in Bitcoin are safeguarded in the event of custodian insolvency or other adverse events.

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Parataxis does not intend to self-custody or hypothecate any portion of its treasury assets. Parataxis will not utilize unregulated or offshore exchanges for execution. Counterparty activity will occur through regulated venues.

We also intend to adopt, prior to the Closing, compliance policies and procedures appropriate for our business, which are expected to include, among other functions, risk mitigation/management, KYC/AML and customer information and security policies.

The yield strategy is expected to operate under guidelines pre-approved by the Parataxis board of directors and be subject to ongoing internal oversight. Key elements of the governance framework include:

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Pre-defined risk management parameters

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Periodic reporting of Bitcoin yield activity and position metrics

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Disclosure of material changes to strategy or execution policy

Potential Value Impact

The below chart illustrates the potential impact of Parataxis’ Bitcoin treasury strategy — combining both organic yield and accretive capital formation activity:

Illustrative Effect of Parataxis’ BTC Treasury Strategy

BTC Owned	​	1,000
BTC Assets @ $100k/ BTC ($m)	$	100
Market Cap ($m)	$	125
mNAV	​	125.0%
Shares outstanding (m)	​	10
Share price	$	12.50
(A) Equity Issuance at mNAV Premium	​	​
Capital Raised ($m)	$	10.0
Shares Issued (m)	​	0.8
Total Shares (m)	​	10.8
Additional BTC Purchased @ $100k/ BTC	​	100
New Total BTC	​	1,100
Previous BTC / Share	​	100.0
New BTC / Share	​	101.9
BTC Yield	​	1.9%
(B) Parataxis’ BTC-on-BTC Yield Generation	​	​
Illustrative Returns	​	5.0%
Additional BTC to Holdings	​	50
New Total BTC	​	1,150
Previous BTC / Share	​	100.0
New BTC / Share	​	106.5
Cumulative BTC Yield	​	6.5%

Parataxis believes that, while these examples are illustrative only and subject to execution, market conditions, and board approval, they help demonstrate the compounding effect of a treasury model that incorporates internally managed yield generation. Importantly, this is achieved without the use of leverage, lending, or rehypothecation of treasury assets.

In the illustration, Parataxis assumes a market value of $100 million in Bitcoin holdings at a price of $100,000 per Bitcoin, resulting in 1,000 Bitcoin held. Equity is then issued at a premium to net asset value

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(mNAV), with proceeds being used to acquire additional Bitcoin. The resulting Bitcoin per share increases modestly under a traditional Bitcoin Treasury 1.0 approach.

Additionally, the chart illustrates the potential incremental impact of Parataxis’ organically generated Bitcoin yield, based on a hypothetical return profile of 5.0%. In this model, the Bitcoin yield strategy results in a larger increase in Bitcoin per share, absent reliance on external capital raises or changes in market price.

Parataxis’ approach is informed by historical relationships between return on assets (ROA) and valuation multiples in the financial services sector. Financial services firms that have historically delivered higher ROA levels tend to trade at higher price-to-book valuations. While digital asset strategies are not directly comparable to traditional financial institutions, Parataxis believes that its model — if successfully executed — may support a similar alignment between capital efficiency and potential valuation outcomes.

This framework does not constitute guidance or a forecast, and actual results may vary. All examples are illustrative and intended solely to describe the potential mechanics of Parataxis’ approach under the assumptions utilized in the table.

Operations

Prior to the Closing, Parataxis and PCM will enter into the Services Agreement through which PCM will provide certain services to Pubco, including but not limited to providing certain operational, administrative and risk management services to Parataxis.

Pubco is not an investment company and does not intend to operate as such. It will not issue tokens, offer pooled investment vehicles, or engage in passive securities trading. Its Bitcoin treasury will be held directly. Parataxis also intends to make controlling equity investments in other companies also running their own Bitcoin treasury strategies with that Bitcoin being held directly by those portfolio companies, such as Parataxis’ equity interest in Bridge Bio (and other similar transactions), which will in all instances be executed through transparent and jurisdictionally compliant vehicles. Parataxis’ investments in listed equities are intended to be control investments, and not passive holdings in equity securities.

Custody arrangements for Bitcoin and any digital asset exposure will be documented in board-approved policies and managed through qualified custodians. Parataxis will not engage in rehypothecation, lending, or staking of assets without prior review and approval by the Pubco Board, and any such change in strategy would be subject to appropriate public disclosure.

In conducting our Bitcoin-related activities, we expect to rely primarily on U.S.-based cryptocurrency exchanges and custodians that are licensed, regulated, and insured, and that maintain robust anti-money laundering (“AML”) and know-your-customer (“KYC”) compliance programs. These exchanges are generally registered as money services businesses with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) and, where applicable, hold state-level money transmitter licenses. As part of their standard procedures, these exchanges represent that they have implemented KYC protocols designed to verify customer identity, nationality/place of incorporation, sanctions-related restrictions, and beneficial ownership, and they monitor transactions for suspicious activity in accordance with applicable laws and regulations. Typical measures include requiring government-issued identification, conducting restricted party screening, and employing transaction monitoring tools to detect potentially illicit activity. The exchanges we intend to transact with also generally carry commercial insurance policies covering digital asset custody, subject to customary limits, exclusions, and conditions. By primarily transacting through these regulated and insured U.S. exchanges, we intend to seek to reduce counterparty risk and ensure that our Bitcoin holdings are acquired and custodied in a manner consistent with industry standards of compliance and risk management practices. In addition, Pubco also intends to conduct its own restricted party sanctions screening where required under Pubco’s KYC/AML policies and in accordance with appliable law.

Prior to onboarding and on a periodic basis thereafter, Pubco intends to confirm that each U.S.-based cryptocurrency exchange and custodian it relies upon, and Pubco’s customers, are not, to Pubco’s knowledge, (i) identified on the Specially Designated Nationals and Blocked Persons List or any other sanctions list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), (ii) owned

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or controlled by any person or entity so identified, (iii) organized, incorporated, or located in a jurisdiction subject to comprehensive U.S. sanctions, or (iv) otherwise the subject of any U.S. economic sanctions, restrictions, or prohibitions.

Competition

The investment management industry is intensely competitive, and we expect it to remain so. While this remains the case, Parataxis Korea currently has limited direct competition from organizations dedicated to acquiring stakes in South Korean digital asset treasuries. There may be other South Korean digital asset treasury companies that launch in the future. We believe, however, that competitors that have the backing of a U.S. digital asset manager running U.S. institutional capital will be limited.

Pubco anticipates that its Bitcoin strategy may involve, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin, and (ii) acquiring Bitcoin with our liquid assets that exceed working capital requirements. When Pubco engages in such capital raising transactions, it competes for capital with, among others, the Bitcoin network, ETPs, Bitcoin miners, digital assets exchanges, other digital assets service providers, other private and, increasingly, publicly traded companies that hold Bitcoin or other digital assets as treasury reserve assets, private funds that invest in Bitcoin and other digital assets, and similar vehicles. An increase in the competition for sources of capital could adversely affect the availability and cost of financing for Pubco’s Bitcoin purchases, and thereby could adversely affect the market price of Pubco’s listed securities.

Employees and Human Capital Resources

Parataxis currently has one full-time employee, including one in our executive management team. We will be formally onboarding additional team members. Employees are supported by consultants and part-time employees. Following the closing of the Business Combination, Pubco plans to rely on PCM and the Services Agreement to provide human capital resources and support in the execution of our strategy.

Legal Proceedings

We are not currently subject to any material legal proceedings. However, we may from time to time become a party to various legal proceedings arising in the ordinary course of our business.

Properties

Our principal executive offices are located in leased office space at 135 W. 50th Street, Suite 200, New York, New York 10020, which is leased by PCM and will be made available to us after the Closing pursuant to the Services Agreement. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our businesses.

Regulation

Cryptocurrency

The laws and regulations applicable to Bitcoin and digital assets are evolving and subject to interpretation and change.

Governments worldwide have taken different approaches — some jurisdictions have effectively banned or severely restricted crypto activity (e.g., China), while others have adopted statutory or regulatory frameworks permitting use and trading and a few have recognized certain digital assets as legal tender (e.g., El Salvador). Parataxis’ business operations are not currently impacted by the cryptocurrency restrictions imposed by the Chinese government in any material respect. In the United States, digital assets are subject to overlapping, uncertain, and evolving regulatory requirements: multiple federal agencies (including Treasury/​FinCEN, the Department of Justice, the Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), the Internal Revenue Service (IRS), the Consumer Financial Protection Bureau (CFPB), the Financial Industry Regulatory Authority (FINRA), and OFAC) and state financial

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regulators have all examined and taken actions relating to digital asset networks, users and exchanges. These authorities have focused on issues including whether particular tokens are securities or commodities, anti-money-laundering and sanctions risks, investor protection, tax treatment (the IRS treats most digital assets as property for U.S. tax purposes), and the safety and soundness of firms that hold, transfer, trade, or custody digital assets for customers. Numerous federal and state agencies have issued advisories, rules, enforcement actions, and guidance addressing these risks and requirements.

The regulatory characterization of Bitcoin and other digital assets is evolving and subject to ongoing interpretation and change. Depending on the legal characterization of Bitcoin, the general market for Bitcoin, and Parataxis business and Bitcoin strategy, including the “treasury approach,” those activities may be regulated by one or more U.S. federal or state regulators and by foreign regulators. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and Parataxis’ ability to pursue its Bitcoin strategies. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory have expressed concern regarding the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Some state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states. For risks associated with the regulations to which we may be subject to, please see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Pubco’s Business and Bitcoin Treasury Strategy and Holdings.”

The CFTC takes the position that some digital assets, including Bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not currently regulate cash or spot market transactions involving digital assets (such as the Bitcoin treasury strategy) or exchanges that facilitate such transactions, provided that such transactions do not utilize margin, leverage, or financing. The CFTC’s regulatory and enforcement authority more directly applies to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade. Several bills introduced in Congress would, if enacted, expand or clarify the jurisdiction of the CFTC or other agencies over digital asset markets and companies, including those employing Bitcoin treasury strategies.

The SEC and certain of its staff have taken the position that certain digital assets fall are “securities” under the U.S. federal securities laws. Public statements from senior officials and senior members of the staff at the SEC indicate that the SEC does not currently consider Bitcoin to be a security under the federal securities laws. However, these statements are not formal SEC determinations and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets. Future regulatory developments with respect to Bitcoin from the CFTC, SEC, or any other federal or state regulator, are difficult to predict.

In addition, because transactions in Bitcoin are best described as pseudonymous rather than fully anonymous, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of Bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies may seize or shut down digital asset exchanges or service providers, which could prevent users from accessing custodial-held assets. However, users who self-custody Bitcoin in private wallets may be less directly susceptible to seizure of assets held only on-chain, though law enforcement may still obtain assets by seizing private keys, compelling disclosure from counterparties, or taking other legal measures. For example, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) have taken enforcement actions that have led to sanctions, indictments, or the disruption of operations of certain smaller digital-asset services linked to sanctioned actors or illicit activity. Additionally, in January 2025, the Consumer Financial Protection Bureau announced that it is seeking public input on privacy protections and surveillance in digital payments, particularly those offered through large technology platforms.

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As noted above, activities involving Bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On January 23, 2025, President Trump issued an executive order titled, “Strengthening American Leadership in Digital Financial Technology.” While the executive order did not mandate the adoption of any specific regulations, the executive order identifies certain key objectives to guide agencies involved in cryptocurrency regulation, including (i) protecting the sovereignty of the United States dollar by promoting the development of United States dollar-backed stablecoins, (ii) providing regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and (iii) taking measures to protect Americans from the risks of central bank digital currencies, or digital forms of legal tender introduced by central banks in some countries. To achieve these objectives, the executive order established a President’s Working Group on Digital Asset Markets within the National Economic Council, comprised of representatives from key federal agencies, with specific deadlines (30, 60 and 180 days) for agencies to identify and review existing rules and to submit recommendations to the Working Group. There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets.

In July 18, 2025, President Trump signed into law the Guiding and Establishing National Innovation for US Stablecoins Act (the “GENIUS Act”), establishing a legislative framework for the regulation of payment stablecoins and marking the first federal legislation for the regulation of digital assets in the U.S. The GENIUS Act introduces the first comprehensive federal framework for stablecoins in the United States. The GENIUS Act introduces requirements, that include 100% reserve backing for permitted payment stablecoins, periodic public disclosures of reserve composition and oversight, and anti-money-laundering and Bank Secrecy Act compliance for stablecoin issuers. Although the GENIUS Act focuses on stablecoins, its regulatory framework and enforcement mechanisms could influence broader digital asset oversight, indirectly affecting Bitcoin custody, trading infrastructure, and compliance costs. In addition, several legislative efforts to address the regulation of cryptocurrency, including Bitcoin, have been introduced and are currently pending congressional consideration. Emerging laws and proposals in the U.S. federal government could materially affect Pubco’s operations, Bitcoin holdings, and investment outcomes.

Legislation is currently pending in the U.S. Congress which, if passed and signed into law, could significantly affect the digital currency and digital asset markets. One such piece of legislation is the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), which would clarify which digital currencies and digital assets are commodities, as opposed to securities. Additionally, the CLARITY Act would, in its current form, establish a federal regulatory framework for digital commodities that contemplates requiring certain exchanges, brokers, dealers, and other market participants to register with or be subject to oversight by the CFTC and/or SEC and would create filing and disclosure obligations for certain issuers; the bill’s details (including the scope of registration and filing requirements) remain subject to change as the measure proceeds through Congress.

Investment in South Korean Companies and South Korean Digital Asset Framework

The following is a non-exclusive list of regulatory considerations relating to Parataxis Korea and its holdings.

Foreign Investment and Foreign Exchange

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Framework.   Foreign investments in South Korea are principally governed by the Foreign Investment Promotion Act (“FIPA”) and the Foreign Exchange Transactions Act (“FETA”). A foreign investor typically qualifies under FIPA by acquiring at least 10% of voting shares (or certain board-appointment rights below 10%) with a minimum investment of KRW 100 million. Companies established in Korea, including those funded by foreign investment, are treated as domestic corporations for South Korean tax purposes.

Repatriation and national treatment.   Foreign investors and foreign-invested companies are, in principle, entitled to repatriate dividends and proceeds and otherwise receive national treatment with respect to their business operations, subject to applicable reporting and procedural requirements under FIPA and FETA.

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Emergency measures.   FETA authorizes temporary suspensions or restrictions on payments and capital transactions in exceptional circumstances (e.g., war, natural disasters or severe economic disruption). However, FETA Article 6(4) expressly excludes foreign direct investments qualifying under FIPA from such emergency measures. Notwithstanding this exemption, practical frictions (bank-level risk controls, cross-border wire processes, documentation reviews) could affect timing and cost during stressed conditions.

Digital Assets and AML

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Exchange access and banking practice.   As of the date of this proxy statement/prospectus, South Korean banks generally do not issue real-name ( ) accounts to corporate entities for virtual-asset exchange trading, so corporations are unable to currently participate directly on domestic exchanges. The Financial Services Commission (“FSC”) announced a staged roadmap in February 2025 to enable corporate participation; Phase 2 is expected to open access to “professional investors,” including listed companies, subject to eligibility and bank onboarding.

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User-protection law in force; second-stage legislation underway.   The VAU has been in force since July 2024, establishing segregation of user assets, insurance/reserve requirements, custody and information-security standards, and prohibitions on unfair trading practices for virtual asset service providers (“VASPs”). Policymakers in South Korea are pursuing a second-stage legislative package to address issuance/disclosure, market structure and self-regulatory arrangements.

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Spot ETF discussion.   Policymakers in South Korea have discussed permitting spot bitcoin ETFs in South Korea as part of broader market development; if introduced, these could materially affect domestic liquidity, price discovery and institutional participation.

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Non-VASP posture for Parataxis Korea.   As of the date of this proxy statement/prospectus, based on current law and court guidance (including Supreme Court 2024.12.12., 2024Do10710), self-account acquisition, holding and disposition of Bitcoin by Parataxis Korea is not expected to constitute VASP activity. However, if a negative social perception develops regarding Digital Asset Treasury activities, regulators could potentially seek to address this by requiring a VASP license in circumstances where capital is raised from the securities markets to purchase digital assets, representing a possible shift in regulatory interpretation. In addition, counterparties may nevertheless require robust KYC/​AML documentation and transaction monitoring as a matter of policy.

Corporate Governance and Shareholders

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Director duties.   Amendments to the Korean Commercial Code (Article 382-3) clarify that directors must perform their duties for the benefit of the company and its shareholders and protect the interests of all shareholders fairly. This amendment may influence board processes in conflict-sensitive transactions (e.g., related-party transactions, equity financings, reorganizations) and increase scrutiny of decisions alleged to disadvantage minority shareholders.

Employment, Labor and Workplace Safety

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Core requirements.   The Labor Standards Act in Korea sets minimum working-condition standards: written employment contracts; 40-hour/8-hour standard work limits (with premium-paid overtime by agreement); restrictions on unfair dismissal/discipline; workplace safety/health systems and training; timely wage payment at or above the statutory minimum.

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Related laws.   Key statutes include the Minimum Wage Act, Wage Claim Guarantee Act, Employee Retirement Benefit Security Act, Act on Equal Employment and Support for Work-Family Reconciliation, Occupational Safety and Health Act, and Trade Union and Labor Relations Adjustment Act. Employers must contribute to the four major social-insurance programs (national pension, health insurance, employment insurance and industrial-accident insurance).

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EXECUTIVE AND DIRECTOR COMPENSATION

Pubco

Pubco is an “emerging growth company” within the meaning of the Securities Act and has elected to comply with the reduced compensation disclosure requirements available to such emerging growth companies.

As Pubco was incorporated on June 13, 2025, Pubco had no officers or directors as of December 31, 2024. No compensation has been paid by Pubco to its named executive officers or directors since its inception. Additionally, there has been no outstanding equity awards held by Pubco’s named executive officers or directors since Pubco’s inception.

Pubco is in the process of negotiating employment agreements with its Chief Executive Officer, Chief Financial Officer and Chief Operating Officer and expects to enter into an employment agreement with each of its Chief Executive Officer, Chief Financial Officer and Chief Operating Officer prior to the Closing. Pubco also intends to grant equity awards, under the 2025 EIP to be adopted by Pubco, to Pubco’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. The type of awards, the number of shares subject to such awards, and the other terms and conditions of such awards cannot be determined at this time as they are subject to an arm’s length negotiation with each executive. As party to the anticipated employment agreements and recipients of the anticipated equity awards, Pubco’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer may have interests in the Business Combination that are different from, or in addition to, the stockholders of Pubco and SilverBox.

Parataxis

As Parataxis was formed on June 3, 2025, it had no officers or directors as of December 31, 2024. No compensation has been paid by Parataxis to its named executive officers or directors since its inception. Additionally, there have been no outstanding equity awards held by Parataxis’ named executive officers or directors since Parataxis’ inception.

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Management’s Discussion and Analysis of FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LEGACY PARATAXIS

The following discussion and analysis of our financial condition and results of operations of Legacy Parataxis should be read together with the combined and consolidated financial statements and the related notes of Legacy Parataxis and the other financial information included elsewhere in this proxy statement/​prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Legacy Parataxis’s actual business, financial condition and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this proxy statement/prospectus, particularly under “Risk Factors.” See “Cautionary Statement Regarding Forward-Looking Statements.” Legacy Parataxis’ historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Parataxis Labs and Parataxis Labs Management (collectively, the “Fund Managers”) manage an alternative asset investment fund, Parataxis Korea Fund. The Fund Managers are controlled by parent entity, Red Cloud Holdings LLC (“Red Cloud”).

The accompanying combined and consolidated financial statements present the combined and consolidated assets, liabilities, and expenses of Legacy Parataxis. Parataxis Labs, Parataxis Labs Management, and Parataxis Korea Fund were each formed as a Delaware limited liability company, on January 27, 2025, May 31, 2025 and January 13, 2025, respectively. Parataxis Labs and Parataxis Labs Management were established to organize and manage an alternative investment fund, Parataxis Korea Fund. Parataxis Labs Management serves as the investment manager (“Investment Manager”) of Parataxis Korea Fund, while Parataxis Labs serves as the managing member (“Managing Member”) of Parataxis Korea Fund.

The primary purpose of Parataxis Korea Fund is to seek long-term capital appreciation by making a PIPE investment in a public company listed on the KOSDAQ via acquisition of primary shares (such investment by Parataxis Korea Fund, the “Investment”, and such company, the “Portfolio Company”); and (b) engage in any other lawful activities determined by Parataxis Labs to be necessary or advisable in connection with the foregoing.

Parataxis Labs as Managing Member, and Parataxis Labs Management as Investment Manager, are responsible for the business, affairs, day-to-day administration, management and overall performance of Parataxis Korea Fund. As payment for its services as Managing Member, Parataxis Labs is allocated a proportion of net income or net loss of Parataxis Korea Fund. As payment for its services as the Investment Manager, Parataxis Labs Management is allocated a one-time management fee.

Reorganization and Change in Reporting Entity

On June 3, 2025, a reorganization was completed in which Parataxis became the parent company of Parataxis Labs and Parataxis Labs Management through a transaction among entities under common control. As a result of this reorganization, Parataxis became the new reporting entity as of and following June 3, 2025.

This transaction represents a non-recognized subsequent event under Accounting Standards Codification (“ASC”) 855, Subsequent Events, as it occurred after the Combined and Consolidated Balance Sheet date and does not provide additional evidence about conditions that existed as of that date. Accordingly, the combined and consolidated financial statements as of and for the period ended May 31, 2025, do not reflect the effects of this reorganization. This reorganization will be reflected on a retrospective basis in subsequently issued combined and consolidated financial statements.

Basis of Presentation

The accompanying combined and consolidated financial statements have been prepared from Legacy Parataxis’ historical accounting records. The combined and consolidated financial statements include the historical results of operations, financial condition and cash flows of Parataxis Legacy in accordance with accounting principles generally accepted in the United States (“GAAP”) and Legacy Parataxis has adopted

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accounting policies and practices which are generally accepted in the industry in which it operates. Parataxis Korea has been consolidated on the basis that it is controlled by Parataxis Labs and Parataxis Labs Management.

Any applicable intercompany transactions have been eliminated.

The combined and consolidated statement of operations includes all costs directly attributable to Legacy Parataxis as well as an allocation of expenses related to facilities, functions and services provided by the parent of Parataxis Labs and Parataxis Labs Management, Red Cloud. Allocation of general corporate expenses from Red Cloud include, but are not limited to, executive management, finance, tax, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These corporate expenses have been allocated to Legacy Parataxis based on direct usage or benefit. The allocated costs are deemed to be settled between Legacy Parataxis and Red Cloud in the period in which the expense was recorded in the combined and consolidated statement of operations. The combined and consolidated statement of cash flows presents these corporate expenses as cash flows from operating activities, as these costs were incurred by Red Cloud on our behalf. We consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, Legacy Parataxis. The allocations may not, however, reflect the expense Legacy Parataxis would have incurred as a standalone company for the periods presented. Additionally, these costs may not be indicative of the expenses that Legacy Parataxis will incur in the future or would have incurred if Legacy Parataxis had obtained these services from an unrelated third party. It is not practicable to estimate the actual costs that would have been incurred had Legacy Parataxis been a standalone company during the periods presented. The actual costs that may have been incurred would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure. For the period from January 13, 2025 (Inception) through May 31, 2025, Legacy Parataxis did not incur any expenses related to the allocation of corporate expenses from Red Cloud.

The combined and consolidated balance sheet includes all assets and liabilities that are specifically identifiable or otherwise attributable to Legacy Parataxis. Assets and liabilities shared between Legacy Parataxis and Red Cloud were included in the stand-alone financial statements of Parataxis Labs and Parataxis Labs Management, as applicable, to the extent the asset is primarily used by Legacy Parataxis. If Legacy Parataxis is not the primary user of the asset, it was excluded entirely from the combined and consolidated financial statements. Red Cloud has historically used a centralized approach to cash management and financing of its operations, as needed.

Results of Operations and Known Trends or Future Events

Our only activities from inception through May 31, 2025 have been organizational activities and those necessary to prepare for the Business Combination and the other Transactions. Legacy Parataxis expects that it will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing the Business Combination. Subsequent to May 31, 2025, on June 20, 2025, Parataxis Korea Fund and Parataxis entered into a definitive agreement with Bridge Bio, a South Korean clinical stage biotech company listed on the KOSDAQ, whereby Parataxis Korea Fund and Parataxis agreed to purchase a controlling financial interest in Bridge Bio. Following the closing of the acquisition, Bridge Bio changed its corporate name to “Parataxis Korea, Inc.” and remained listed on the KOSDAQ. As of July 31, 2025, Parataxis Korea Fund and Parataxis LLC had invested approximately $15 million and $4 million in Bridge Bio, respectively, inclusive of the issuance by Bridge Bio of a convertible bond to Parataxis Korea Fund.

For the period from January 13, 2025 (inception) through May 31, 2025, we had a net loss of $81,773, which consists of general and administrative expenses of $91,901, revenue share expenses of $6,128, offset by interest income of $16,256.

Liquidity and Capital Resources

As of May 31, 2025, we had combined and consolidated cash and cash equivalents on hand of $3,808,871 and working capital of $3,723,227.

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Off-Balance Sheet Arrangements

As of May 31, 2025, we have no obligations, assets or liabilities that would be considered off-balance sheet arrangements. We do not participate in any transactions that create relationships with unconsolidated variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of May 31, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Policies and Estimates

In preparing these combined and consolidated financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined and consolidated financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the combined and consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting policies and estimates.

Results of Operations

The following table sets forth key components of our results of operations for the period January 13, 2025 through May 31, 2025:

Expenses:	​	​
General and administrative expenses	$	91,901
Revenue share expense	​	6,128
Total expenses	​	98,029
Loss from operations	​	(98,029)
Other income (expense), net:	​	​
Interest income	​	16,256
Total other income, net	​	16,256
Net loss	​	(81,773)
Net loss attributable to non-controlling interests	​	(19,160)
Net loss attributable to Legacy Parataxis	$	(62,613)

General and administrative expenses

General and administrative expenses relate to legal and consulting expenses associated with the setup, administration and regulatory filings applicable to Parataxis Labs and Parataxis Labs Management.

Revenue share expense

Revenue share expense relates to amounts payable to unrelated third parties with respect to side letter agreements entitling such third parties to a specified percentage of amounts earned by the Managing Member or the Investment Manager in its capacity as managing member or investment manager of any investment funds.

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Interest income

Interest income relates to the return on the cash contributions held within Parataxis Korea Fund, which have been invested in JPM short-term U.S Treasuries.

Liquidity and Capital Resources

To date, we have financed our operations primarily through member contributions. We plan to support our future operations primarily from cash generated from our operations and the business combination proceeds.

Net cash provided by operating activities	$	3,871
Net cash provided by financing activities	​	3,805,000
Net change in cash	​	3,808,871
Cash and cash equivalents beginning of the period	​	—
Cash and cash equivalents end of the period	$	3,808,871

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PUBCO

Unless context otherwise requires, all references in this section to “we,” “us,” “our,” or “Pubco” refer to Parataxis Holdings Inc. and subsidiaries. The following discussion and analysis of our financial condition and results of operations of Parataxis Holdings Inc. and subsidiaries should be read together with the consolidated financial statements and the related notes of Parataxis Holdings Inc. and subsidiaries and the other financial information included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Parataxis Holdings Inc. and subsidiaries’ actual business, financial condition and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this proxy statement/​prospectus, particularly under “Risk Factors.” See “Cautionary Statement Regarding Forward-Looking Statements.” Parataxis Holdings Inc. and Subsidiaries’ historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Pubco is a Delaware corporation, formed by the managing member of Parataxis, on June 13, 2025 (Inception) to be the surviving company in connection with the Business Combination. Pubco has no prior operating activities.

SPAC Merger Sub and Company Merger Sub are each a newly-formed Delaware corporation and limited liability company, respectively, formed on June 13, 2025, and are wholly-owned subsidiaries of Pubco. The Merger Subs were formed solely for the purpose of effectuating the Business Combination and they do not own any material assets or conduct any business activities other than activities incidental to effectuating the business combination.

Proposed Business Combination and Recent Developments

On August 6, 2025, Pubco, SPAC Merger Sub, Company Merger Sub, SilverBox, Parataxis, the Sponsor, certain limited purposes as representative of the SilverBox Shareholders, and Seller Represenative entered into a Business Combination Agreement pursuant to which Parataxis agreed to combine with SilverBox in a series of transactions that will result in Pubco becoming a public company. Under the Business Combination Agreement, the aggregate consideration payable to Parataxis at the closing of the Business Combination is based on a valuation of Parataxis of approximately $100 million plus the gross cash proceeds of the initial financing transaction, expected to be a minimum of $25 million, plus the gross cash proceeds of any additional financing transactions of Pubco prior to the closing of the Business Combination and the gross amount of any remaining funds in the Trust Account of SilverBox. The closing of the Business Combination is subject to the satisfaction or waiver of certain conditions defined in the Business Combination Agreement, including, among others, approval by SilverBox Shareholders. As of June 30, 2025, the Business Combination has not been closed. See Note 5 of the consolidated financial statements of Pubco for additional information.

Results of Operations

We incurred expenses for the for the period from June 13, 2025 (Inception) to June 30, 2025 for organization activities. We do not expect to generate any operating revenues until after the completion of the Business Combination.

For the period from June 13, 2025 (Inception) to June 30, 2025, we incurred a net loss of $2,472 related to general and administrative expenses and other organization activities.

Liquidity and Capital Resources

As of June 30, 2025, Pubco had no cash. Pubco has incurred a loss for the period from June 13, 2025 (Inception) to June 30, 2025 and had an accumulated deficit of $2,472 at June 30, 2025.

The consolidated financial statements have been prepared assuming that Pubco will continue as a going concern. If Pubco is unable to raise additional funds to alleviate liquidity needs as well as consummate

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a business combination, then Pubco may cease all operations except for the purpose of liquidating. In connection with Pubco’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the liquidity condition raises substantial doubt about Pubco’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. There can be no assurance that Pubco will be able to consummate any business combination. However, on August 6, 2025, Pubco entered into the Business Combination Agreement as described above.

Off-Balance Sheet Arrangements

As of June 30, 2025, we had no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

Contractual Obligations

As of June 30, 2025, we had no contractual obligations and commitments outside of the agreements to which we are party in connection with the Business Combination.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities, and the reported amounts of expenses during the reporting period. Actual results could materially differ from those estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. Management has determined Pubco does not have any critical accounting policies or estimates.

Recent Accounting Pronouncements

See Note 2 in the sections entitled “Accounting Standards Recently Adopted” and “Recent Accounting Standards Not Yet Adopted” as referred to in the consolidated financial statements of Pubco included elsewhere in this proxy statement/prospectus for a discussion about accounting pronouncements recently adopted and recently issued not yet adopted.

Quantitative and Qualitative Disclosures about Market Risk

As of June 30, 2025, we had no material exposure to market risk.

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INFORMATION ABOUT SILVERBOX

General

SilverBox is an exempted company incorporated 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. SilverBox has neither engaged in any operations nor generated any revenue to date. Based on SilverBox’s business activities, SilverBox is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

IPO and Private Placement

On August 19, 2024, we consummated an IPO of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one SilverBox Class A Ordinary Share and one-third of one redeemable warrant. Each whole Public warrant entitles the holder to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the IPO, SilverBox consummated the sale of an aggregate of 455,000 Private Placement Units, at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000. Twelve institutional investors (none of which are affiliated with any member of the SilverBox’s management, the Sponsor or any other investor) (the “Sponsor Non-Managing Members”) purchased, indirectly through the purchase of sponsor non-managing membership interests, an aggregate of 350,000 of the 455,000 Private Placement Units at a price of $10.00 per Unit ($3,500,000 in the aggregate) in the private placement that closed simultaneously with the closing of the IPO. Each Sponsor Non-Managing Member purchased through the sponsor non-managing membership interests at a nominal purchase price in an aggregate of 2,800,000 Sponsor Shares held by the Sponsor.

Trust Account

Following the IPO and the sale of the Private Placement Warrants, a total of $201,000,000 was placed in the Trust Account located in the United States, with the Transfer Agent acting as trustee, and has been invested only in U.S. “government securities” within the meaning of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, or held as cash, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.

Working Capital Loan

In order to finance transaction costs in connection with the Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of SilverBox’s directors and offices may, but are not obligated to, loan SilverBox funds as may be required (“Working Capital Loans”). If SilverBox completes the Business Combination, SilverBox would repay the Working Capital Loans out of the proceeds of the Trust Account. In the event that a Business Combination does not close, SilverBox may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of the Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into Pubco Units at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Units. As of June 30, 2025 there were no amounts outstanding under the Working Capital Loans.

Sponsor and Sponsor Contribution

Our sponsor is SilverBox Sponsor IV LLC, a Delaware limited liability company that is affiliated with certain of SilverBox’s officers and directors. Although our Sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsor’s business is focused on investing in SilverBox. The managing member of the Sponsor is Boxwood Holdings III LLC,

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a Delaware limited liability company, of which Stephen Kadenacy, our Chairman and Chief Executive Officer, and Joseph Reece, our Founding Partner, are the co-managing members. Messrs. Kadenacy and Reece control the management of the Sponsor, including the exercise of voting and investment discretion over the securities of SilverBox held by the Sponsor. Certain of SilverBox’s officers and directors are members of the Sponsor and therefore have an indirect economic interest in the securities held by the Sponsor. Other than SilverBox’s management team, none of the other members of the Sponsor participate in SilverBox’s activities. For more information about the Sponsor and its controlling persons please see the section of this proxy statement/prospectus entitled “Beneficial Ownership of Securities.”

On April 18, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.007 per share to cover certain of SilverBox’s expenses, for which SilverBox issued 3,450,000 Sponsor Shares to the Sponsor. We effected a subsequent share dividend and share surrender resulting in the Sponsor now owning 5,000,000 Sponsor Shares.

Experience with Other SPACs

Certain members of our management team have significant SPAC experience, as founders, investors or advisors in SPAC transactions, including serving as executive officers of Boxwood Merger Corp. (“Boxwood”), SilverBox Engaged Merger Corp I, a Delaware corporation (“SBEA”), SilverBox Corp III (“SBXC”) and SilverBox Corp V (“SBXE”).

On August 19, 2025, SBXE filed a registration statement on Form S-1 related to its proposed initial public offering of 20,000,000 units, each consisting of one SBXE Class A ordinary share and one-third warrant to purchase one SBXE Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $200,000,000.

SBXC completed its initial public offering in February 2023, in which it sold 13,800,000 units, each consisting of one share of SBXC common stock and one-third of one warrant to purchase one share of SBXC common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $138,000,000. SBXC did not complete an initial business combination and was dissolved and liquidated in November 2024.

SBEA completed its initial public offering in March 2021, in which it sold 34,500,000 units, each consisting of one share of SBEA common stock and one-third of one warrant to purchase one share of SBEA common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. On November 2, 2021, SBEA entered into a business combination agreement with Black Rifle Coffee Company (“BRCC”), a rapidly growing and mission-driven premium coffee company. The transaction with BRCC closed on February 9, 2022 and began trading on the NYSE on February 10, 2022 under the ticker “BRCC.” We believe BRCC represented a high-quality, public-ready company with a history of significant revenue growth, positioned at an attractive valuation with significant capital commitments supporting the transaction, with $300 million of capital committed at the time of announcement. SBEA supported the transaction with extensive due diligence, significant investor outreach and comprehensive planning, including a comprehensive media plan and retaining due diligence and capital markets advisors.

Boxwood completed its initial public offering in November of 2018, in which it sold 20,000,000 units, each consisting of one share of Boxwood common stock and one-half of one warrant to purchase one share of Boxwood common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $200,000,000. On August 12, 2019, Boxwood entered into a business combination agreement with Atlas Technical Consultants Holdings LP (“Atlas”). The transaction with Atlas closed on February 14, 2020 and began trading on the Nasdaq on February 10, 2020 under the ticker “ATCX.” Certain affiliates of Sponsor and our management team supported the transaction with extensive due diligence, significant investor outreach and comprehensive planning. In April 2023, Atlas was acquired by GI Partners, a private investment firm, in an all-cash transaction valued at approximately $1.05 billion, including outstanding debt.

Sponsor and Affiliates Compensation

The Sponsor and certain of SilverBox’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that may be viewed as sub-optimal by Public Shareholders. The Sponsor and its affiliates have

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at risk capital that depends upon the completion of a business combination. Such amounts consist of: (i) 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of $57,059,300 million (based upon the closing price of $10.46 per SilverBox Class A Ordinary Share on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/​prospectus), which shares include the 150,000 Sponsor Earnout Shares, which are subject to vesting; and (ii) 151,667 Private Placement Warrants, with an implied aggregate market value of $62,183,47 (based upon the closing price of $0.41 per Public Warrant on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), each of which entitles the holder of such warrant to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustment. In addition, SilverBox Securities, an affiliate of the Sponsor, will receive $2.03 million as a deferred IPO advisory fee and $310,000 as a fee in connection with the Preferred Equity Investment, both of which will be payable upon the Closing. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of SilverBox.

The Sponsor and its affiliates are active investors, which SilverBox and the Sponsor believe improved the volume and quality of opportunities that were available to SilverBox.

However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, the Memorandum and Articles of Association provides that SilverBox renounces its interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in their capacity as a director or officer of SilverBox and is an opportunity that SilverBox is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. SilverBox is not aware of any such conflict or opportunity being presented to any founder, director or officer of SilverBox nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target. The existence of financial and personal interests of one or more of SilverBox’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of SilverBox and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and its affiliates in connection with the Business Combination and related transactions:

​	Securities to be Received	Other Compensation
Sponsor	5,455,000 shares of Pubco Class A Common Stock, to be issued upon conversion of 5,000,000 SilverBox Class B Ordinary Shares and 455,000 SilverBox Class A Ordinary Shares currently held by the Sponsor, including 150,000 Sponsor Earnout Shares subject to vesting. The 5,000,000 SilverBox Class A Ordinary Shares were converted from SilverBox Class B Ordinary Shares, which the Sponsor initially acquired for a total of $25,000.(1)	Reimbursement of any out-of-pocket expenses for services provided to SilverBox before completion of the Business Combination, including expenses related to identifying, investigating and completing an initial business combination.
​	151,667 Pubco Private Warrants, to be received upon the conversion of 151,667 Private Placement Warrants, initially acquired by the Sponsor in a private placement consummated concurrently with the IPO as part of the purchase of Private Placement Units, for an aggregate purchase price of $4.55 million.(2)	​

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​	Securities to be Received	Other Compensation
SilverBox Securities	Not applicable	$2.03 million deferred IPO advisory fee to be paid in connection with the Closing $310,000 fee to be paid in connection with the Preferred Equity Investment, which will be payable upon the Closing

(1)

Upon the SPAC Merger, the Sponsor is expected to receive 5,455,000 shares of Pubco Class A Common Stock, with an implied aggregate market value of $57.0 million (based upon the closing price of $10.46 per SilverBox Class A Ordinary Share on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), including 150,000 Sponsor Earnout Shares subject to vesting as described in section entitled “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” as though such shares were vested immediately upon Closing.

(2)

Upon the SPAC Merger, the Sponsor is expected to receive 151,667 Pubco Warrants, with an implied aggregate market value of $62,183.47 (based upon the closing price of $0.41 per Public Warrant on the NYSE on August 26, 2025, the most recent practicable date prior to the date of this proxy statement/​prospectus).

Transfer Restrictions

Pursuant to the Letter Agreement and the Sponsor Letter Agreement, the Sponsor and certain of our officers and directors is and will be restricted in their ability to transfer, assign, or sell its securities, as summarized in the table below:

Subject Securities	Expiration Date	Persons Subject to Restrictions	Exceptions to Transfer Restrictions
Sponsor Shares	Earlier of one year after Closing; or if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing any time 150 days after Closing.	SilverBox Sponsor IV LLC Duncan Murdoch Stephen Kadenacy Joseph Reece Jin Chun Daniel Esters David Lee Reed Seaton Jonathan Lewis Glenn Marino	Transfers permitted (i) to any officer, director, or employee of SilverBox, including to a family member or affiliate of such officer, director, or employee; (ii) by private sales or transfers, in each case, made in connection with the consummation of our initial business combination at prices no greater than the price at which the securities were originally purchased; (iii) in the event of our liquidation prior to the completion of our initial business combination; (iv) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor; and (v) in the event of our completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our Public Shareholders having the right to exchange their Silver Box Class A Ordinary Shares for cash, securities or other property subsequent to the completion of the Business Combination.

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Subject Securities	Expiration Date	Persons Subject to Restrictions	Exceptions to Transfer Restrictions
Private Placement Units (and Underlying Securities)	30 days after Closing	Same as above	Same as above
Sponsor Earnout Shares	Fifth year following the Closing	SilverBox Sponsor IV LLC	(i) Two-thirds (2/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period, (ii) one-third (1/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period and (iii) all of the Sponsor Earnout Shares will be accelerated and released if Pubco is subject to a qualified change of control.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, SilverBox and Pubco entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of SilverBox, without the prior written consent of Pubco, the Sponsor will not: (i) sell, offer to sell, contract or agree to sell, hypothecate or pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Sponsor Shares or Private Placement Warrants owned by the Sponsor; (ii) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of any such Sponsor Shares or Private Placement Warrants, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii); or (iv) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) or (ii), unless such transfer is deemed to be to a Permitted Transferee (as defined in the Sponsor Support Agreement).

Sponsor Letter Agreement

Contemporaneously with the execution of the Business Combination Agreement, SilverBox entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Sponsor will deposit up to 150,000 Sponsor Earnout Shares into an escrow account, such shares to be released from escrow in accordance with the following:

•

Two-thirds (2/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

•

One-third (1/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.

All of the Sponsor Earnout Shares will be accelerated and released if Pubco is subject to a qualified change of control.

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In addition, the Sponsor will use its commercially reasonable efforts to facilitate SilverBox, Parataxis and/or Pubco or their respective subsidiaries entering into additional financing transactions as contemplated by the Business Combination Agreement.

Effecting the Business Combination

Fair Market Value of Target Business

The rules of the NYSE require that we must consummate the Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by the SilverBox Board based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business judgment of the SilverBox Board, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another.

Shareholder Approval of Business Combination

We are seeking shareholder approval of the Business Combination at the Extraordinary General Meeting to which this proxy statement/prospectus relates and, in connection with such meeting, holders of Public Shares may redeem their shares for cash in accordance with the procedures described in this proxy statement/prospectus. Such redemption rights will be effected in accordance with the Memorandum and Articles of Association.

Voting Restrictions in Connection with Shareholder Meeting

The Sponsor and SilverBox’s directors and executive officers have agreed to vote their shares (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination) in favor of the Business Combination Proposal. We also expect them to vote their shares in favor of all other proposals being presented at the Extraordinary General Meeting. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with SilverBox, Parataxis and Pubco. Pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Shareholder Proposal.

The Sponsor has agreed to vote its shares in favor of the Shareholder Proposals and the proposals to approve any separate or unbundled non-binding advisory proposals as are required to implement the Proposed Organizational Documents and the adoption and approval of any other proposals SilverBox reasonably considers to be necessary or appropriate in connection with the Business Combination (following consultation with Pubco). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with SilverBox, Parataxis and Pubco, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor owns approximately      % of the total outstanding SilverBox Ordinary Shares.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding SilverBox or its securities, our executive officers and directors and their affiliates may enter into a written plan to purchase our securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding SilverBox or its securities, our executive officers and directors and their respective affiliates may: (i) purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the other Shareholder Proposals; (ii) execute agreements to purchase such shares from institutional and other investors in the future; and (iii) enter into transactions with institutional and other investors to provide such persons with incentives

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to acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal or the other Shareholder Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination that may not otherwise have been possible.

While the exact nature of any such incentives has not been determined, they might include arrangements to protect such investors or holders against potential loss in value of their Public Shares, including the granting of put options and the transfer of shares or Private Placement Warrants owned by the Sponsor for nominal value to such investors or holders.

Redemption Rights for Public Shareholders upon Completion of the Business Combination

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their SilverBox Ordinary Shares upon the completion of the Business Combination, regardless of whether they abstain, vote for, or vote against, the Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.05 per share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against, or vote at all in connection with, the proposed transaction. There will be no redemption rights upon the completion of the Business Combination with respect to our warrants. Our initial shareholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Sponsor Shares and any Public Shares held by them in connection with the completion of the Business Combination.

Redemption of Public Shares and Liquidation If No Business Combination

Our Memorandum and Articles of Association provides that we will have only until August 19, 2026 to complete the Business Combination, or such later date as our shareholders may approve. If we are unable to complete the Business Combination within such period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding SilverBox Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the Combination Period.

Our initial shareholders, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Sponsor Shares held by them if we fail to complete the Business Combination within the Combination Period. However, if the Sponsor or any of our officers and directors acquired Public Shares after our IPO, it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete the Business Combination within the Combination Period

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Our initial shareholders, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our Memorandum and Articles of Association to modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with the Business Combination or to redeem 100% of our Public Shares if we have not consummated the Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our Public Shareholders with the opportunity to redeem their SilverBox Class A Ordinary Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest, divided by the number of then outstanding Public Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules), unless the NTA Proposal is approved by our shareholders.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our IPO and the sale of the Private Placement Units, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account and any tax payments or expenses for the dissolution of the trust, the per share redemption amount received by shareholders upon our dissolution would be $10.51. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure you that the actual per share redemption amount received by shareholders will not be substantially less than $10.51. Please see “Risk Factors — If third parties bring claims against SilverBox, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.51 per share (based on the Trust Account balance as of August 26 2025” and other risk factors described above.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.05 per public share or (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.05 per share due to reductions in the value of the trust assets. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company and, therefore, our Sponsor may not be able to satisfy

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those obligations. We have not asked our Sponsor to reserve for such obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.05 per public share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below: (1) $10.05 per public share; or the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.05 per share. Please see “Risk Factors — If third parties bring claims against SilverBox, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.51 per share (based on the Trust Account balance as of August 26, 2025)” and other risk factors described above.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

If we file a bankruptcy or winding-up petition or an involuntary winding-up bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure you we will be able to return $10.05 per share to our Public Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Please see “Risk Factors — If third parties bring claims against SilverBox, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.51 per share (based on the Trust Account balance as of August 26, 2025).”

Facilities

We currently maintain our executive offices at 8701 Bee Cave Road, East Building, Suite 31, Austin, TX 78746, and our telephone number is (512) 575-3637. We consider our current office space adequate for our current operations.

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Employees

We currently have six officers and do not intend to have any full-time employees prior to the completion of the Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed the Business Combination. The amount of time that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

The Units, SilverBox Ordinary Shares and SilverBox Warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.

We were required to evaluate our internal control procedures beginning with the fiscal year ended December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of the completion of the IPO, (B) in which we have total annual gross revenue of at least $1.235 billion, or (C) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700.0 million as

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of June 30th of that fiscal year, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company during each fiscal year so long as (1) the market value of the SilverBox Ordinary Shares held by non-affiliates did not equal or exceed $250.0 million as of the end of the most recently completed second fiscal quarter, or (2) our annual revenues did not equal or exceed $100.0 million during the most recently completed fiscal year and the market value of our SilverBox Ordinary Shares held by non-affiliates did not exceed $700.0 million as of the end of the most recently completed second fiscal quarter.

Legal Proceedings

From time to time, we, our executive officers, directors, the Sponsor and its respective affiliates and/or any of their respective principals and employees are subject to legal proceedings, and as a result, incur significant costs and expenses in connection with such legal proceedings.

Additionally, we and the Sponsor and its affiliates are also subject to extensive regulation, which, from time to time, results in requests for information from us or the Sponsor or its affiliates, or legal or regulatory proceedings or investigations against us or the Sponsor or its affiliates. We incur significant costs and expenses in connection with any such proceedings, information requests and investigations.

Directors and Executive Officers

SilverBox’s directors and executive officers are as follows:

Name	Age	Position
Stephen M. Kadenacy	57	Chief Executive Officer and Chairman
Joseph E. Reece	64	Co-Founder
Duncan Murdoch	54	Chief Investment Officer
Jin Chun	46	Chief Operating Officer
Daniel E. Esters	59	Chief Financial Officer and Director
David Lee	57	General Counsel
Read Seaton	64	Director
Jonathan Lewis	55	Director
Glenn Marino	69	Director

Stephen M. Kadenacy, our Chairman and Chief Executive Officer, is a Co-Founder and a Co-Managing Partner of SilverBox Capital and the Chairman and Chief Executive Officer of SBXE. Mr. Kadenacy has been serving as a member of the board of BRCC since April 2025. He has also been serving as the Chairman of Centerline Logistics Corp, a leading marine oil transportation services firm and ship assist company, since July 2019. Mr. Kadenacy served as the Chief Financial Officer of BRCC from September 2023 to June 2025. Mr. Kadenacy also served as the Chief Executive Officer of SBXC until its liquidation in November 2024 and SBEA until its business combination with BRCC in February 2022. He also served as Chairman and CEO of Boxwood until its business combination and remained on the board of directors of the combined company, Atlas Technical Consultants, Inc., until April 2020. Between May 2008 and July 2017, Mr. Kadenacy served in a number of senior leadership roles at AECOM, a large engineering and technical services business, including its President and Chief Operating Officer from September 2015 to July 2017, President and Chief Financial Officer from 2014 to 2015 and Chief Financial Officer from 2011 to 2014. During his tenure at AECOM, the company grew from approximately $5 billion of revenues in 2008 to approximately $18 billion in 2017. Previously, Mr. Kadenacy was a Partner at KPMG in Economic Consulting and served as a member of the board of directors of ABM Industries, a provider of facility management services, YMCA of Greater Los Angeles and the Board of Trustees for the UCLA’s Anderson School of Business.

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Joseph E. Reece, our Founding Partner, is a Co-Founder and a Co-Managing Partner of SilverBox Capital. Previously, he founded Helena Capital, a merchant bank and a predecessor company of SilverBox Capital, in April 2015 and served as Chief Executive Officer until January 2017, and then again from October 2018. Mr. Reece is the Chief Executive Officer of SilverBox Securities. Mr. Reece has been serving as Non-Executive Chairman of Compass Minerals since May 2021, having been a member of the board of directors since 2019. He has also been serving as Chairman of NCR Atleos Corporation since October 2023 after serving as Chairman of predecessor NCR Corporation from May 2023 and lead independent director from November 2022 to May 2023. He was a member of the board of directors of Quotient Technology Inc. since May 2022 until its sale in September 2023. Mr. Reece also served as a Consultant to BDT & Company, LLC from October 2019 to January 2022. Mr. Reece previously served as Founding Partner of SBXC from its initial public offering in February 2023 until its liquidation in November 2024 and as Executive Chairman of SBEA until its business combination with BRCC in February 2022. He also served as Executive Vice Chairman and Head of UBS Securities, LLC’s Investment Bank for the Americas from February 2017 to September 2018. Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. His prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the SEC. Mr. Reece has previously served as a member of the board of directors of UBS Securities, LLC, of NCR Corporation where he served as Chairman of the Board, of Quotient Technology, of Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., of Del Frisco’s Restaurant Group, Inc., of RumbleOn, Inc., of CST Brands, Inc., and of LSB Industries, Inc.

Duncan Murdoch, our Chief Investment Officer, has over 25 years of private equity and investment banking experience. Mr. Murdoch is currently the Chief Investment Officer of SilverBox Capital. Mr. Murdoch currently serves as a member of the board of Bearing Advisors LLC since July 2025. Mr. Murdoch previously served as Chief Investment Officer of Boxwood Capital, the predecessor to SilverBox Capital, since April 2020. Previously, Mr. Murdoch served as Chief Investment Officer of SBXC from February 2023 until its liquidation in November 2024 and SBEA until its business combination with BRCC in February 2022. Mr. Murdoch served as Chief Investment Officer of Boxwood Merger Corp. until its business combination with Atlas Technical Consultants, Inc., from November 2018 to February 2020. Prior to that Mr. Murdoch spent approximately 17 years at Macquarie Capital in New York where he was a Senior Managing Director, from 2006 to October 2018, and also served as Co-Head of the Principal Transactions Group US from 2010 to 2018, and as Co-Head of the Industrials Group US from 2006 to 2010. Mr. Murdoch also served on numerous committees at Macquarie Capital including the US Capital Commitments Committee and the US Operating Committee. While at Macquarie Capital, Mr. Murdoch led numerous investments and acquisitions on behalf of Macquarie Capital and funds managed by affiliates of Macquarie Capital across multiple sectors, including infrastructure, business services, environmental services, aerospace, and consumer. Mr. Murdoch served on the board of directors of numerous private companies, including Brek Manufacturing Company, Utility Service Partners, Inc., Puralube, Inc., Icon Parking Systems, Smarte Carte, Inc., DNEG, Anaergia Inc., MST Global, and Skis Rossignol S.A. Previously, Mr. Murdoch worked for BMO Nesbitt Burns Inc. in Toronto, for Macquarie in Sydney in their Corporate Advisory Group, and for justices in the Commercial Division of the Supreme Court of New South Wales, Australia.

Jin Chun, our Chief Operating Officer, has more than 20 years of private equity and investment banking experience. Mr. Chun is a Partner of SilverBox Capital and the Chief Operating Officer of SilverBox Securities. He served as Chief Operating Officer of SBXC from February 2023 until its liquidation in November 2024 and SBEA until its business combination with BRCC in February 2022. Previously, Mr. Chun was a Managing Director of Macquarie Capital based in New York, where he was a member of its principal investing team from November 2005 to December 2020 where he was responsible for sourcing, executing and managing investments on behalf of Macquarie Capital and funds managed by affiliates of Macquarie Capital. Past investments have included debt, preferred equity and common equity investments across technology, financial services, infrastructure, travel and leisure, and gaming sectors. Prior to that, Mr. Chun worked for Dresdner Kleinwort Wasserstein in its Industrial M&A team from 2001 to 2005. Mr. Chun serves on the board of directors of Read Ahead, Inc.

Daniel E. Esters, our Chief Financial Officer and one of our directors, is the Chief Financial Officer and a Partner of SilverBox Capital, the Chief Financial Officer and Chief Compliance Officer of SilverBox

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Securities and the Chief Financial Officer of SBXE. He formerly served as the Chief Financial Officer of SBXC from February 2023 until its liquidation in November 2024, SBEA until its business combination with BRCC in February 2022 and Boxwood Merger Corp. from November 2018 to February 2020. Mr. Esters spent 24 years serving in a variety of capacities at several investment banking firms where he accumulated extensive transaction experience including origination, due diligence assessment, structuring, negotiation and marketing of a wide range of merger and acquisitions, debt financings, restructurings and public equity offerings. From August 2014 to September 2018, Mr. Esters served as a managing director of M&A Capital LLC, a boutique investment banking firm and independent sponsor. From May 1996 to August 2014, he served in the Investment Banking department of Jefferies LLC, where his last role was as Managing Director within the firm’s financial sponsor group. Previously, Mr. Esters served with the Investment Banking department of PaineWebber, Inc. and with the audit practice of accounting firm Price Waterhouse LLC, where he earned his C.P.A. license.

David Lee, our General Counsel, has more than 25 years of experience in representing private equity firms (and their portfolio companies) and owners of U.S. middle market companies as legal counsel. He formerly served as the General Counsel of SBXC from February 2023 until its liquidation in November 2024 and Boxwood Merger Corp. until its business combination with Atlas Technical Consultants, Inc., from November 2018 to February 2020. He is the founder and Manager of Co-Counsel, LLC (a boutique M&A law firm established in October 2017) and the founder and Manager of Atrium Exit, LLC (a legal technology company established in August 2019). Mr. Lee served as Special Counsel at Jenner & Block LLP from October 2015 to September 2017, as Chief Executive Officer and Co-Founder of 10x Market, LLC from January 2013 to October 2015, and as Partner at DLA Piper LLP from December 2010 to December 2012. Prior to that, he served as Partner at Mayer Brown LLP from January 2007 to December 2010, as Partner at Kaye Scholer LLP from 2005 to 2006, as Partner at Kirkland & Ellis LLP from 2002 to 2004 and as Associate at Kirkland & Ellis LLP from 1996 to 2002. Mr. Lee holds a Bachelor’s degree in political science from the University of Chicago and a law degree from Northwestern University School of Law.

Reed J. Seaton, one of our independent directors, has been a leader and innovator in the Sports Construction sector for over 40 years. Mr. Seaton currently serves as a managing partner of his family office, Seaton Asset L.P., established in 2023, where he invests in emerging businesses and provides seed capital to SaaS technology, alternative energy, construction, healthcare, and agricultural start-ups, serving on the board of several of his portfolio companies. From November 2003 to May 2024, Mr. Seaton was the Founder, President, and CEO of Hellas Construction, Inc., a large vertically integrated sports surfacing and construction company based in Austin, TX. Mr. Seaton served as President and CEO from 2003 to 2024, growing the business from a start-up to an annual revenue of $625M in 2023. During his tenure at Hellas, Mr. Seaton partnered with K-12, collegiate and NFL teams, as well as European football clubs providing high quality and safe playing surfaces to athletes both in the United States and internationally. Mr. Seaton served as CEO for American Sports Products Group from 1996 to 2002. In 1984, Mr. Seaton purchased Ritche, renamed it Southwest Track Builder and served as CEO until 1989 when the company was purchased by American Sports Products Group. Mr. Seaton has served on the Boards of A.S.P.G, Inc., Sport Court Inc., American Athletics, Astroturf Industries, Astroturf Europe, Southwest Recreational Industries, Trussway, Inc., WRS Infrastructure & Environment, Inc., and Tencate Grass Holdings Group. Mr. Seaton is well-qualified to serve as a director due to his extensive business, investment, and financial experience.

Jonathan Lewis, one of our independent directors, is the Founder & CEO of Cortlandt, a dynamic exchange of knowledge for profit. For over 25 years, Mr. Lewis has been a serial entrepreneur in asset management with a unique ability to originate, evaluate, and attract the human and risk capital necessary to close idiosyncratic and opportunistic investments across multiple asset classes. In 2015, Mr. Lewis launched Folio Capital to offer innovative capital solutions to these challenges. In 2009, in response to the financial crisis, Mr. Lewis co-founded Rosebrook Capital Partners (later in partnership with Deutsche Bank) to provide liquidity for hedge fund investors holding $300 billion of shares that had been gated, side pocketed, suspended, or otherwise had their liquidity impaired. Prior to Rosebrook, Mr. Lewis co-founded Generation Advisors and Generation Mortgage (in partnership with Guggenheim Partners) to pursue opportunities in mortality-linked finance, and founded Metropolis Capital Management, a venture capital partnership. He started his career in foreign exchange derivatives at O’Connor & Associates and working for renowned value investor Michael Price at Mutual Series Fund and MFP Investors. Jonathan has served on the board and investment committee of Lighthouse International and on the board of VisionSpring. He

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received his B.A. in Philosophy from Tufts University and an M.B.A. in Finance from The Wharton School at the University of Pennsylvania.

Glenn Marino, one of our independent directors, has over 30 years of experience in the consumer finance industry and currently serves on the board of directors and compensation committee of PRA Group, Inc. (Nasdaq: PRAA). Prior to serving in that role, he was the Executive Vice President, Chief Commercial Officer and CEO of the Payment Solutions business at Synchrony Financial, Inc. (“Synchrony”), a publicly traded financial services company. Prior to the spin-off of Synchrony by General Electric Corporation (“GE”) in 2014, Marino served as CEO of Sales Finance from 2002 until 2014 for GE’s North American retail finance business. He also previously served as President of Monogram Credit Services, a joint venture between GE and Bank One Corporation (now part of JPMorgan Chase) and Chief Risk Officer — Consumer Cards Services for GE Capital. During his tenure with Synchrony, Marino led the organization to becoming one of the premier “Point-of-Sale” companies in the financial industry. Before joining General Electric, Marino held roles of increasing responsibility in finance with Citibank and Xerox Corporation. He earned a Bachelor of Science in Biology from Syracuse University and a Master of Business Administration from the University of Michigan. Currently, Marino serves on the board of directors of Upbound Group, Inc. (formerly Rent-A-Center, Inc.), a publicly traded, lease-to-own provider.

Executive Compensation and Director Compensation

None of our executive officers or directors have received any compensation for services rendered to us. We pay monthly recurring expenses of $15,000 to an affiliate of our Sponsor for office space, administrative and shared personnel support services. Upon completion of the Business Combination or our liquidation, SilverBox will cease paying these monthly fees.

Our Sponsor, executive officers, directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates.

After the completion of the Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with the Business Combination.

Although, one of our existing directors and officers is expected to serve on the Pubco Board and may receive compensation for such service, we may not take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with an initial business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Number and Terms of Office of Officers and Directors

The SilverBox Board consists of five members. Holders of our Sponsor Shares have the right to elect all of our directors or remove any one of them for any reason prior to consummation of the Business Combination and holders of our Public Shares will not have the right to vote on the election or removal of directors during such time. These provisions of our Memorandum and Articles of Association may only be amended if approved by a majority of at least 90% of the SilverBox Ordinary Shares voting at a shareholder meeting.

Our officers are appointed by the SilverBox Board and serve at the discretion of SilverBox Board, rather than for specific terms of office. The SilverBox Board is authorized to appoint persons to the offices

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set forth in our Memorandum and Articles of Association as it deems appropriate. Our Memorandum and Articles of Association provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the SilverBox Board.

Director Independence

NYSE listing standards require that a majority of the SilverBox Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. SilverBox has three “independent directors” as defined in the NYSE listing standards and applicable SEC rules. SilverBox’s audit committee will be entirely composed of independent directors meeting the NYSE’s additional requirements applicable to members of the audit committee. SilverBox’s independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the SilverBox Board

The SilverBox Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee is available on our website at sbcap.com.

Audit Committee

Under the NYSE listing standards and applicable SEC rules, SilverBox is required to have at least three members of the audit committee, all of whom must be independent. The members of our audit committee are Glenn Marino, Jonathan Lewis and Reed Seaton.

Each member of the audit committee is financially literate and the SilverBox Board has determined that Mr. Marino qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

SilverBox adopted an audit committee charter, details the purpose and principal functions of the audit committee, including:

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Assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

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Reviewing the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public account firm engaged by SilverBox;

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re-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

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Reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

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Setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

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Obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control

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procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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Meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

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Reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

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Reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Under the NYSE listing standards and applicable SEC rules, SilverBox is required to have at least two members of the compensation committee, all of whom must be independent. The members of our compensation committee are Mr. Marino, Mr. Lewis and Mr. Seaton.

We adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

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Reviewing and approving on an annual basis the corporate goals and objectives relevant to SilverBox’s Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives;

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Reviewing and making recommendations to the SilverBox Board with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

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Reviewing our executive compensation policies and plans;

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Implementing and administering our incentive compensation equity-based remuneration plans;

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Assisting management in complying with our proxy statement and annual report disclosure requirements;

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Approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

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Producing a report on executive compensation to be included in our annual proxy statement; and

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Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Memorandum and Articles of Association also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor and is directly responsible for the appointment, compensation and oversight of the work of any such advisor.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each such advisor, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

Mr. Marino, Mr. Lewis and Mr. Seaton serve as members of our nominating and corporate governance committee. Under the NYSE listing standards, all members of the nominating and corporate governance committee must be independent.

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We adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including:

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Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the SilverBox Board;

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Developing and recommending to the SilverBox Board and overseeing implementation of our corporate governance guidelines;

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Coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of SilverBox; and

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Reviewing on a regular basis SilverBox’s corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

Director Nominations

SilverBox’s nominating and corporate governance committee will recommend to the SilverBox Board candidates for nomination for election at the annual meeting of the shareholders. SilverBox has not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the SilverBox Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Code of Ethics

We adopted a Code of Ethics applicable to SilverBox’s directors, officers and employees. A copy of our form of Code of Ethics is available on our website at www.sbcap.com.

You are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from SilverBox. SilverBox intends to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Insider Trading Policy

SilverBox has adopted an insider trading policy which governs transactions in our securities by SilverBox and its directors, officers, employees, consultants, and contractors and is designed to promote compliance with insider trading laws, rules and regulations applicable to SilverBox.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

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duty to act in good faith in what the director or officer believes to be in the best interests of SilverBox as a whole;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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directors should not improperly fetter the exercise of future discretion;

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duty to exercise powers fairly as between different sections of shareholders;

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duty not to put themselves in a position in which there is a conflict between their duty to SilverBox and their personal interests; and

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duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

SilverBox’s management team is responsible for the management of our affairs. As described above and below, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.

Accordingly, if any of SilverBox’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity, prior to its presentation to us.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with members of our management team or SilverBox Capital. In the event we seek to complete our initial business combination with a business that is affiliated with members of our management team and affiliates of Sponsor, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent registered public accounting firm, that such an initial business combination is fair to our company from a financial point of view.

Because the other entities to which our officers and directors owe fiduciary duties or contractual obligations (as described below) are not themselves in the business of engaging in business combinations, we do not believe, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination.

The Memorandum and Articles of Association provides that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for to any director or officer on the one hand, and us, on the other.

Members of our management team and affiliates of our Sponsor may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients), or become an officer or director of, any other blank check company prior to completion of our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

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none of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

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in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the

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other entities with which they are affiliated. Please see “— Directors and Executive Officers” for a description of our management’s other affiliations.

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our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any Sponsor Shares and any Public Shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any Sponsor Shares held by them if we fail to consummate the Business Combination within the Combination Period. However, if our initial shareholders or any of our officers, directors or affiliates acquire Public Shares they will be entitled to liquidating distributions from the trust account with respect to such Public Shares if we fail to consummate our initial business combination within the Combination Period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our Public Shares, and the private placement warrants will expire worthless. Except as described herein, (1) pursuant to a letter agreement entered into with us, our initial shareholders, officers and directors have agreed not to transfer, assign or sell any Sponsor Shares held by them until the earlier to occur of: (A) one year after completion of our initial business combination; or (B) if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing any time 150 days after completion of the Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any Sponsor Shares, and (2) pursuant to a letter agreement entered into with us, our sponsor have agreed not to transfer, assign or sell any private placement units and the SilverBox Class A Ordinary Shares underlying such units until 30 days after the completion of our initial business combination. We refer to such transfer restrictions as the lock-up. Notwithstanding the foregoing, if we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, the Sponsor Shares will be released from the lock-up. Since our sponsor, members of our management team and affiliates of Sponsor may directly or indirectly own ordinary shares and warrants following our IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Business Combination.

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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 the Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

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Our Sponsor and members of our management team own our securities following our IPO, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination., Our Sponsor has invested in us an aggregate of $4,575,000, comprised of the $25,000 purchase price for the Sponsor Shares (or approximately $0.004 per share) and the $4,550,000 purchase price for the private placement units (or $10.00 per unit). Accordingly, our management team, which owns interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the Sponsor Shares as our Public Shareholders paid for their Public Shares.

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in the event our Sponsor or members of our management team provide loans to us to finance transaction costs, or out-of-pocket reimbursement of expenses, in connection with an intended initial business combination and/or incur expenses on our behalf in connection with an initial business combination, such persons and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

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we are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, directors or members of our management team; accordingly, such affiliated

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person(s) they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our Public Shareholders and would likely not receive any financial benefit unless we consummated such business combination.

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we may engage SilverBox Securities to provide financial advisory services in connection with our initial business combination. If SilverBox Securities provides services to us after our IPO, we may pay SilverBox Securities fair and reasonable fees that would be determined at that time. Any fees we may pay SilverBox Securities for services rendered to us after our IPO may be contingent on the completion of a business combination and may be paid in a form other than cash. In the event SilverBox Securities provides any such services after our IPO, SilverBox Securities would have a conflict of interest as a portion of its compensation from our IPO is dependent on completion of our initial business combination.

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The conflicts described above may not be resolved in our favor.

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Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties:

Individual(1)	Entity	Entity’s Business	Affiliation
Joseph E. Reece	SilverBox Capital LLC	Financial advisory Investments and SPAC Sponsorship	Co-Managing Partner
​	SilverBox Securities LLC	Financial advisory	Chief Executive Officer
​	Compass Minerals International Inc.	Production of Minerals	Executive Chairman
Stephen M. Kadenacy	BRC Inc.	Branded Coffee	Director
​	SilverBox Capital LLC	Financial advisory Investments and SPAC Sponsorship	Co-Managing Partner
​	Centerline Logistics Corp.	Energy Transportation	Chairman
​	SilverBox Corp V	SPAC	Chairman and Chief Executive Officer
Duncan Murdoch	SilverBox Capital LLC	Investments and SPAC Sponsorship	Chief Investment Officer
​	Bearing Advisors LLC	​	​
Jin Chun	SilverBox Capital LLC	Investments and SPAC Sponsorship	Partner
​	SilverBox Securities LLC	Financial advisory	Chief Operating Officer
Daniel E. Esters	SilverBox Capital LLC	Investments and SPAC Sponsorship	Chief Financial Officer
​	SilverBox Securities LLC	Financial advisory	Chief Financial Officer and Chief Compliance Officer
​	SilverBox Corp V	SPAC	Chief Financial Officer
David Lee	SilverBox Capital LLC	Investments and SPAC Sponsorship	General Counsel
Jonathan Lewis	Cortland	Advisory Services	Chief Executive Officer
Reed J. Seaton	Seaton Asset L.P.	Family Office	Managing Partner
Glenn Marino	PRA Group, Inc.	Loan Servicing	Director

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In addition, our Sponsor or any of its affiliates, or any of their respective clients, may make additional investments in the company in connection with the initial business combination, although our Sponsor and its affiliates have no obligation or current intention to do so. If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our Sponsor’s motivation to complete the Business Combination.

Further, in order to facilitate our initial business combination, including any related financing, our Sponsor may surrender or forfeit, transfer or exchange our Sponsor Shares, Private Placement Units or any of our other securities including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.

In the event that we submit the Business Combination to our Public Shareholders for a vote, our initial shareholders, officers and directors have agreed to vote any Sponsor Shares and any Public Shares held by them in favor of the Business Combination and our officers and directors also have agreed to vote Public Shares purchased by them (if any) during or after our IPO (including in open market and privately- negotiated transactions) in favor of our initial business combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The Sponsor Non-Managing Members are not required to (i) hold any units, SilverBox Class A Ordinary Shares or Public Warrants they may have purchased in our IPO or thereafter for any amount of time, or enter into a lock-up agreement with us or the underwriters with respect to any units, SilverBox Class A Ordinary Shares or Public Warrants, (ii) vote any SilverBox Class A Ordinary Shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of our the Business Combination. The Sponsor Non-Managing Members will have the same rights to the funds held in the trust account with respect to the SilverBox Class A Ordinary Shares underlying the units they may have purchased in our IPO as the rights afforded to our other Public Shareholders. However, if the Sponsor Non-Managing Members purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the Sponsor Non-Managing Members will potentially have different interests than our other Public Shareholders in approving the Business Combination and otherwise exercising their rights as Public Shareholders because of their indirect ownership of Sponsor Shares and Private Placement Units.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime.

The Memorandum and Articles of Association provides for indemnification by SilverBox of its officers and directors to the fullest extent authorized by law, as it now exists or may in the future be amended.

SilverBox has entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our Memorandum and Articles of Association. Memorandum and Articles of Association also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions.

We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit

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us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

SilverBox believes that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

In connection with this registration statement, we have undertaken that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SILVERBOX

Overview

SilverBox is an exempted company incorporated in the Cayman Islands on April 16, 2024. SilverBox was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). SilverBox has reviewed a number of opportunities to enter into an initial business combination with one or more operating businesses and entered into the Business Combination Agreement on August 6, 2025. SilverBox intends to effectuate the Business Combination using cash from the proceeds of the IPO and the sale of the Private Placement Units, and SilverBox’s capital stock, debt or a combination of cash, stock and debt.

As indicated in the accompanying financial statements, as of June 30, 2025, SilverBox had $279,366 in cash and working capital of $454,784 and as of December 31, 2024 SilverBox had $819,362 in cash and working capital of $811,799. Further, SilverBox expects to continue to incur significant costs in the pursuit of the Business Combination. SilverBox cannot assure you that its plans to complete the Business Combination will be successful.

Results of Operations

SilverBox has neither engaged in any operations nor generated any revenues to date. Our only activities from April 16, 2024 (inception) through June 30, 2025 were organizational activities and those activities necessary for the IPO. SilverBox does not expect to generate any operating revenues after the completion of our Business Combination. Subsequent to the IPO, SilverBox generates non-operating income in the form of interest income on investments held in the Trust Account. SilverBox incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2025, SilverBox had a net income $1,462,590, which consisted of interest carried on investments held in Trust Account of $2,182,900, offset by general and administrative costs of $720,310.

For the six months ended June 30, 2025, SilverBox had a net income $3,393,384, which consisted of interest earned on investments held in Trust Account of $4,298,327, offset by general and administrative costs of $904,943.

For the period from April 16, 2024 (inception) through June 30, 2024, SilverBox had a net loss $23,660, which consisted of general and administrative costs.

For the period from April 16, 2024 (inception) through December 31, 2024, we had a net income $3,483,171, which consisted of change in fair value of over-allotment option liability of $306,504 and interest earned on investments held in Trust Account of $3,654,638, offset by general and administrative costs of $477,971.

Liquidity, Capital Resources and Going Concern

On August 19, 2024, SilverBox consummated the IPO of 20,000,000 SilverBox Units at $10.00 per Unit. Simultaneously with the closing of the IPO, SilverBox consummated the sale of an aggregate of 455,000 SilverBox Units at a price of $10.00 per Unit, in a private placement to Sponsor, generating gross proceeds of $4,550,000.

For the six months ended June 30, 2025, cash used in operating activities was $454,996. Net income of $3,393,384 was affected by interest earned on investments held in the Trust Account of $4,298,327. Changes in operating assets and liabilities used $449,947 of cash for operating activities.

For the period from April 16, 2024 (inception) through June 30, 2024, cash used in operating activities was $8,137. Net loss of $23,660 was affected by formation costs paid by Sponsor in exchange for issuance of Sponsor Shares of $15,523. Changes in operating assets and liabilities used $0 of cash for operating activities.

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For the period from April 16, 2024 (inception) through December 31, 2024, cash used in operating activities was $446,857. Net income of $3,483,171 was affected by interest earned on investments held in the Trust Account of $3,654,638, formation costs paid by Sponsor in exchange for issuance of SilverBox Class B Ordinary Shares of $15,524 and change in fair value of over-allotment option liability of $306,504. Changes in operating assets and liabilities provided $15,590 of cash for operating activities.

As of June 30, 2025, SilverBox had investments held in the Trust Account of $208,952,965 (including approximately $7,952,965 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. SilverBox may withdraw interest from the Trust Account to pay taxes, if any. SilverBox intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of Pubco, make other acquisitions and pursue our growth strategies.

As of December 31, 2024, we had investments held in the Trust Account of $204,654,638 (including approximately $3,654,638 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2025, SilverBox had cash of $279,366. SilverBox intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

As of December 31, 2024, we had cash of $819,362. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If SilverBox completes a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, SilverBox may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,500,000 of the Working Capital Loans may be convertible into units of Pubco at a price of $10.00 per unit. The units and the underlying securities would be identical to the SilverBox Units and the underlying securities of such Units.

In connection with SilverBox’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2025, SilverBox may need to raise additional capital through loans or additional investments from Sponsor, shareholders, officers, directors, or third parties. SilverBox’s officers, directors and Sponsor may, but are not obligated to, loan SilverBox funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet SilverBox’s working capital needs. Accordingly, SilverBox may not be able to obtain additional financing. If SilverBox is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. SilverBox cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

SilverBox’s liquidity condition raises substantial doubt about SilverBox’s ability to continue as a going concern for a period of time within one year after the date that the accompanying condensed financial

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statements are issued. Management plans to address this uncertainty through the Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should SilverBox be required to liquidate after the Combination Period. SilverBox intends to complete the Business Combination before the end of the Combination Period. However, there can be no assurance that SilverBox will be able to consummate any Business Combination by the end of the Combination Period.

Off-Balance Sheet Arrangements

SilverBox has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025 or December 31, 2024. SilverBox does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. SilverBox has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

SilverBox does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay Sponsor a total of $15,000 per month for office space, secretarial, administrative and shared personnel support services.

The underwriters were entitled to a cash underwriting discount of $1,700,000 or 0.85% of the gross proceeds of the units sold in the IPO, which was paid on August 19, 2024. Additionally, the underwriters are entitled to a deferred underwriting discount of 5.15% of the gross proceeds of the IPO held in the Trust Account, $10,300,000 in the aggregate upon the completion of SilverBox’s Business Combination subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of the financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. SilverBox has not identified any critical accounting estimates but have identified the following critical accounting policies:

SilverBox Ordinary Shares Subject to Possible Redemption

SilverBox accounts for its SilverBox Ordinary Shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” SilverBox Ordinary Shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable SilverBox Ordinary Shares (including SilverBox Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. SilverBox Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2025, SilverBox Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.

SilverBox recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit.

Warrant Instruments

SilverBox accounts for SilverBox Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB

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ASC 480, “Distinguishing Liabilities from Equity” ​(“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the SilverBox Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the SilverBox Warrants meet all of the requirements for equity classification under ASC 815, including whether the SilverBox Warrants are indexed to SilverBox Ordinary Shares and whether the SilverBox Warrant holders could potentially require “net cash settlement” in a circumstance outside of SilverBox’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the SilverBox Warrant’s issuance and as of each subsequent quarterly period end date while the SilverBox Warrants are outstanding.

For issued or modified SilverBox Warrants that meet all of the criteria for equity classification, the SilverBox Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified SilverBox Warrants that do not meet all the criteria for equity classification, the SilverBox Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, SilverBox evaluated and classified the SilverBox Warrant instruments under equity treatment at its assigned fair value. Fair value of SilverBox Warrants at issuance amounted to $286,667.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on SPAC’s financial statements.

Recent Accounting Pronouncements

Our management does not believe that any recently issued but not yet effective accounting pronouncement if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. SilverBox qualifies as an “emerging growth company” and under the JOBS Act is allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. SilverBox is electing to delay the adoption of new or revised accounting standards, and as a result, SilverBox may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, SilverBox is in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” SilverBox choose to rely on such exemptions we may not be required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the JOBS Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (iii) comply with any requirement that may be adopted by the U.S. PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until SilverBox is no longer an “emerging growth company,” whichever is earlier.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

SilverBox

Private Placement

Simultaneously with the closing of the IPO, Sponsor purchased an aggregate of 455,000 Private Placement Units at a price of $10.00 per Unit ($4,550,000 in the aggregate). Each Private Placement Unit consists of one SilverBox Class A Ordinary Share and one-third of one redeemable warrant to acquire one SilverBox Class A Ordinary Share. Each Private Placement Warrant entitles the holder to purchase one SilverBox Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Only whole Private Placement Warrants are exercisable. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO held in the Trust Account. If SilverBox does not complete the Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Twelve institutional investors (none of which are affiliated with any member of SilverBox’s management, the Sponsor or any other investor) (the “Sponsor Non-Managing Members”) purchased, indirectly through the purchase of sponsor non-managing membership interests, an aggregate of 350,000 of the 455,000 SilverBox Units at a price of $10.00 per Unit ($3,500,000 in the aggregate) in the private placement that closed simultaneously with the closing of the IPO.

Sponsor Shares

On April 18, 2024, our Sponsor purchased an aggregate of 3,450,000 Sponsor Shares for an aggregate purchase price of $25,000. The number of Sponsor Shares issued was determined based on the expectation that the Sponsor Shares would represent 20% of the outstanding ordinary shares upon completion of the IPO. In May 2024, SilverBox effected a share split for which an additional 2,300,000 Sponsor were issued. The underwriters elected not to exercise the over-allotment option and the option expired, and the 750,000 Sponsor Shares were cancelled, resulting in the Sponsor holding an aggregate of 5,000,000 Sponsor Shares.

Sponsor Support Agreement

The Sponsor entered into an agreement with SilverBox and Pubco, pursuant to which the Sponsor agreed to, among other things: (i) vote in favor of adoption of the Shareholder Proposals; (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Business Combination Agreement and the Business Combination; and (iii) vote against any change in the business, management or board of directors of SilverBox (other than in connection with the Shareholder Proposals or pursuant to the Business Combination Agreement or Ancillary Documents). For additional information, please see the section entitled “The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Sponsor Letter Agreement

The Sponsor entered into an agreement with SilverBox, Pubco and Parataxis, pursuant to which the Sponsor agreed to, among other things: (i) use its commercially reasonable efforts to facilitate entry by SilverBox, Parataxis and/or Pubco to enter into additional Financing Agreements as contemplated under the Business Combination Agreement; (ii) the Sponsor Earnout Shares shall be placed into an escrow account and Sponsor shall enter into an escrow agreement with Pubco, Seller Representative and Transfer Agent (or another escrow agent reasonably acceptable to the Sponsor and Parataxis and (iii) not transfer the Sponsor Earnout Shares during the Earnout Period. For additional information, please see the section entitled “The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Letter Agreement.”

Promissory Note

On April 18, 2024, the Sponsor agreed to loan SilverBox up to $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of December 31,

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2024 or the closing of the IPO. SilverBox repaid the outstanding balance of the note at the closing of the IPO on August 19, 2024. Borrowings under the promissory note are no longer available.

Administrative Support Agreement

SilverBox entered into an agreement, commencing on August 15, 2024, through the earlier of SilverBox’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $15,000 per month for office space, secretarial, administrative and shared personnel support services. As of June 30, 2025, there was $67,500 incurred and paid under the Administrative Support Agreement.

Amended and Restated Registration Rights Agreement

SilverBox has previously entered into a registration rights agreement pursuant to which the Sponsor will be entitled to certain registration rights with respect to the Private Placement Units, Private Placement Warrants, Private Placement Shares, the warrants that may be issuable upon conversion of the Working Capital Loans and the SilverBox Class A Ordinary Shares issued or issuable upon exercise of the foregoing and upon conversion of the SilverBox Class B Ordinary Shares. Pursuant to the Business Combination Agreement, at the Closing, Pubco, the Sponsor, and certain other Parataxis Securityholders will enter into the A&R Registration Rights Agreement, Pursuant to the terms of the A&R Registration Rights Agreement, Pubco will be obligated to, among other things, file a registration statement to register the resale of certain securities of Pubco held by the Sponsor and such other securityholders. In addition, pursuant to the terms of the A&R Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Sponsor and such other securityholders may demand at any time or from time to time, that Pubco wile a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of Pubco held by such holders. The A&R Registration Rights Agreement will also provide the Sponsor and such securityholders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

SilverBox Securities

SilverBox engaged SilverBox Securities to provide independent financial advisory services in connection with our IPO. As consideration for providing such services, SilverBox agreed to pay SilverBox Securities a fee in an amount equal to (1) $170,000 that was paid to SilverBox Securities upon the closing of our IPO, and (2) $2,030,000, which will be paid to SilverBox Securities upon the closing the Business Combination. Joseph Reece, our Founding Partner, Jin Chun, our Chief Operating Officer, and Daniel Esters, our Chief Financial Officer, are officers of SilverBox Securities, and will participate in a portion of the fees payable to SilverBox Securities. SilverBox Securities will receive $310,000 as a fee in connection with the Preferred Equity Investment, which will be payable upon the Closing.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of SilverBox’s directors and officers may, but are not obligated to, loan SilverBox the Working Capital Loans. If SilverBox completes a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to SilverBox. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, SilverBox may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into units of Pubco at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Units. As of June 30, 2025, there were no amounts outstanding under the Working Capital Loans.

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SilverBox’s Policy for Approval of Related Party Transactions

The audit committee of the SilverBox Board operates pursuant to a charter, providing for the review, approval or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that SilverBox has already committed to, the business purpose of the transaction, and the benefits of the transaction to SilverBox and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the audit committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

Parataxis

Investment Management Fees

As compensation for its services and the related expenses borne by Parataxis Labs Management, Parataxis Korea is to pay Parataxis Labs Management, in its capacity as investment manager, a one-time fee in an amount equal to 2% of the capital commitment of each member who invests in Parataxis Korea (the “management fee”). The Parataxis Labs Management may elect to reduce, or otherwise modify, or waive the management fee with respect to any member of Parataxis Korea. The management fees paid or payable have been deferred by Parataxis Labs Management and will be recognized on a straight-line basis over the estimated five-year life of Parataxis Korea. As of May 31, 2025, Parataxis Labs Management had recognized management fee income of $8,170, along with a deferred management fee liability balance of $236,930 and an investment management fee receivable, of $245,100, related to aggregate net contributions made to Parataxis Korea, through May 31, 2025. The management fee income, deferred management fee liability and the management fee receivable have been eliminated with the consolidation of Parataxis Korea.

Parataxis Korea Managing Member Distributions

Parataxis Labs, in its capacity as managing member of Parataxis Korea, is eligible to receive ordinary distributions of available cash and/or other assets at such times as deemed appropriate by Parataxis Labs, in accordance with the terms of the operating agreement of Parataxis Korea. Available cash from Parataxis Korea shall initially be apportioned among Parataxis Labs and the other members of Parataxis Korea on a pro rata basis in accordance with the members’ respective capital commitment percentages. The amount apportioned to Parataxis Labs shall be distributed to Parataxis Labs and the amount initially apportioned to the other members shall be immediately reapportioned between Parataxis Labs and such other members and distributed as follows:

(a)   First, 100% to such members (including Parataxis Labs in its capacity as a member) until it has received cumulative distributions pursuant to this clause (i) equal to 100% of its total capital contributions; and

(b)   Thereafter, 85% to such members and 15% to Parataxis Labs (the “Carried Interest”).

Parataxis Labs may, in its sole discretion, forego all or a portion of the distributions corresponding to any carried interest with respect to any members and in such case distributions and allocations of profits and losses (and taxable income and loss) to such members and Parataxis Labs shall be adjusted accordingly. Parataxis Labs may also elect to assign all or any portion of the Carried Interest to any other person or entity, including any of its affiliates, in its sole discretion.

Parataxis Korea will reimburse Parataxis Labs or Parataxis Labs Management for Parataxis Korea’s organizational, offering and startup expenses incurred in connection with the offering of its interests and which are paid for on Parataxis Korea’s behalf by the fund managers. These expenses may include legal, travel, accounting, filing, capital raising, consulting, and other organizational expenses. The fund managers will in-turn reimburse their parent for any expenses incurred in connection with the offering of their units and which are paid for on their or Parataxis Korea’s behalf by the parent or their subsidiaries.

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Loan from PCM Fund to Parataxis

On June 16, 2025, Parataxis and Parataxis Multi-Strategy Fund LP (“PMF”), a fund advised by PCM, entered into a Note Purchase Agreement (the “PMF NPA”) pursuant to which Parataxis agreed to issue up to an aggregate principal amount of $4,000,000 in unsecured promissory notes to PMF in consideration of funds to be loaned to Parataxis by PMF. On June 16, 2025, Parataxis issued a senior unsecured promissory note in the principal amount of $4,000,000 to PMF (the “Original PMF Note”), pursuant to the PMF NPA in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, proceeds from which Original PMF Note were payable to Parataxis Korea. Subsequently, on July 2, 2025, Parataxis issued an amended and restated version of the Original PFM Note (the “A&R PMF Note”) in the same principal amount of the Original PMF Note, proceeds from which are also payable to Parataxis Korea. Under the A&R PMF Note, which is also an unsecured obligation of Parataxis, interest will accrue on the outstanding principal amount at a rate of 15% per annum for an 18-month period from June 16, 2025, the issuance date of the Original PMF Note, payable to PMF on the maturity date. The A&R PMF Note matures upon the earlier to occur of (a) December 16, 2025, and (b) the date of consummation of the proposed Business Combination with SilverBox. Parataxis may prepay the outstanding principal and accrued interest at any time prior to the maturity date without penalty. The A&R PMF Note contains customary terms, including transfer restrictions requiring Parataxis’ prior written consent prior to any transfer or assignment, and covenants requiring Parataxis to provide audited annual and quarterly financial statements to PMF until such note is repaid in full. The A&R PMF Note does not contain any covenants or other restrictions on the conduct or operation of Parataxis’ business.

Related Party Transactions Policy Following the Business Combination

Upon the consummation of the Business Combination, Pubco will adopt a related party transaction policy. Pubco expects that this related party transaction policy will require certain related party transactions to be approved by the Pubco Board or a designated committee thereof, which may include the audit committee, once implemented.

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MANAGEMENT AFTER THE BUSINESS COMBINATION

Executive Officers, Directors and Director Nominees

The following sets forth certain information, concerning the persons who are expected to serve as executive officers and members of the Pubco Board following the consummation of the Business Combination.

Name	Age	Title
Edward Chin	45	Chief Executive Officer and Chairman
​	​	Chief Financial Officer
​	​	Chief Operating Officer
Thejas Nalval	43	Director Nominee
Joseph E. Reece	64	Director Nominee
Nooruddin (Rudy) S. Karsan	67	Director Nominee

Biographical Information

The following is a brief biography of each of the executive officers and directors of Pubco upon the closing of Business Combination:

Edward Chin

Edward Chin is expected to serve as the Chairman and Chief Executive Officer of Pubco following the Closing. Mr. Chin is the Founder and Chief Executive Officer of Parataxis, and the Co-Founder and Chief Executive Officer of PCM since its formation. Prior to founding PCM in October 2019, Mr. Chin was an investment banker at Galaxy Digital, a digital asset merchant bank from February 2019 to October 2019. Before joining the digital asset space, Mr. Chin spent over a decade as an investment banker covering the Technology, Media & Telecom sectors, starting his career at Lehman Brothers in 2008. Prior to his career in investment banking, Mr. Chin served as a Captain in the United States Army and was a Fulbright Research Fellow in South Korea. Mr. Chin holds a B.A. from the University of California, Berkeley, an M.A. from Yonsei University, and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Chin is well qualified to serve as a member of the Pubco Board due to his extensive experience in the digital assets industry and his expertise in investment management.

Thejas Nalval

Thejas Nalval is expected to serve as a director of Pubco following the Closing. Mr. Nalval is the Co-Founder and has been serving as the Chief Investment Officer of PCM, where he is responsible for research, trading, and risk management for multiple private fund vehicles and separately managed accounts, since March 2020. From March 2019 to November 2019, Mr. Nalval was a Portfolio Manager at LedgerPrime, a digital asset quantitative hedge fund, where he managed a long/short portfolio and developed investment strategies incorporating technical and fundamental analysis. Prior to that, Mr. Nalval was the Director of Asset Management of the Element Group, a full-service advisory firm for the digital asset capital markets, from October 2017 to December 2018. From January 2014 to June 2017, Mr. Nalval served as a Portfolio Strategies at WallachBeth Capital, a provider of institutional execution services, providing clients with unconflicted advice and intelligent trading solutions. Prior to his work in the digital asset industry, Mr. Nalval worked as a Vice President of Market Risk at J.P. Morgan and spent approximately ten years at Goldman Sachs, most recently as a trader in the Equities Division. Mr. Nalval holds a B.A. from Rutgers University and an M.B.A. from the Stern School of Business at New York University. We believe Mr. Nalval is well qualified to serve as a member of the Pubco Board due to his experience in investment management, trading, and risk oversight in both the digital asset and traditional finance sectors.

Joseph E. Reece

Joseph E. Reece is expected to serve as a director of Pubco following the Closing. He has been serving as Founding Partner of SilverBox since August 2024 and is a Co-Founder and a Co-Managing Partner of

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SilverBox Capital and the Chief Executive Officer of SilverBox Securities. Previously, he founded Helena Capital, a merchant bank and a predecessor company of SilverBox Capital, in April 2015 and served as Chief Executive Officer until January 2017, and then again from October 2018. Mr. Reece has been serving as Non-Executive Chairman of Compass Minerals since May 2021, having been a member of the board of directors since 2019. He has also been serving as Chairman of NCR Atleos Corporation since October 2023 after serving as Chairman of predecessor NCR Corporation from May 2023 and lead independent director from November 2022 to May 2023. Mr. Reece also served as Founding Partner of SilverBox Corp III until its dissolution in December 2024. He was a member of the board of directors of Quotient Technology Inc. since May 2022 until its sale in September 2023. Mr. Reece also served as a Consultant to BDT & Company, LLC from October 2019 to January 2022. Mr. Reece previously served as Executive Chairman of SilverBox Engaged Merger Corp until its business combination with BRCC in February 2022 and served as Executive Vice Chairman and Head of UBS Securities, LLC’s Investment Bank for the Americas from February 2017 to September 2018. Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. His prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the SEC. Mr. Reece has previously served as a member of the board of directors of UBS Securities, LLC, of NCR Corporation where he served as Chairman of the Board, of Quotient Technology, of Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., of Del Frisco’s Restaurant Group, Inc., of RumbleOn, Inc., of CST Brands, Inc., and of LSB Industries, Inc. Mr. Reece also currently serves on the board of the Foundation for the University of Akron and Chairity, Inc. We believe that Mr. Reece is well qualified to serve as a member of the Pubco Board due to his extensive public companies experience and his leadership roles in investment banking, capital markets, corporate governance and executive management.

Nooruddin (Rudy) S. Karsan

Nooruddin (Rudy) Karsan is expected to serve as a director of Pubco following the Closing. Mr. Karsan founded Karlani Capital, a venture capital fund, in September 2014 and currently serves as its managing partner. Mr. Karsan also founded Kenexa Corporation, a human capital management software company in 1987 and served as its Chairman and Chief Executive Officer. In 2005, he took Kenexa Corporation public and continued to serve as its Chief Executive Officer through its sale to IBM in 2012. Prior to that, Mr. Karsan served as head of the Marketing Actuarial unit at Mercantile & General Reinsurance Company in Toronto. He holds a Bachelor’s degree in Actuarial Science from the University of Waterloo, where he was inducted as a Fellow in the Society of Actuaries. We believe that Mr. Karsan is well qualified to serve as a member of the Pubco Board due to his extensive entrepreneurial experience founding and leading a successful publicly traded SaaS company, combined with his actuarial and investment background.

Board of Directors

The Pubco Board will consist of five (5) directors following the completion of the Business Combination, including Edward Chin, three (3) directors designated by Parataxis, one (1) director designated by SilverBox. The Proposed Certificate of Incorporation and Proposed Bylaws provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms, as follows:

•

Our Class I directors are        and        and their initial term will expire at the initial annual meeting of stockholders for the calendar year ending December 31, 2026.

•

Our Class II directors are        and        and their initial term will expire at the annual meeting of stockholders for the calendar year ending December 31, 2027.

•

Our Class III director is        and his initial term will expire at the annual meeting of stockholders for the calendar year ending December 31, 2028.

Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. For more information, please see “The Director Election Proposal.”

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Director Independence

In connection with the Business Combination, the Pubco Board undertook a review of the independence of its anticipated directors and considered whether any such anticipated, director has a material relationship with it that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Pubco expects each of      ,        and        will be an “independent director,” as defined under the applicable rules of NYSE or Nasdaq.

Board Committees

The Pubco Board will direct the management of Pubco’s business and affairs and will conduct its business through meetings of the Pubco Board and standing committees. Following the Closing, Pubco will have a standing executive committee, audit committee, compensation committee and nominating and governance committee.

In addition, from time to time, special committees may be established under the direction of the Pubco Board when necessary to address specific issues.

Executive Committee

Upon the completion of the Business Combination, Pubco’s executive committee will consist of Edward Chin,       and      , with Mr. Chin serving as chair for so long as he remains on the Pubco Board, unless he designates another individual to serve as chair. The executive committee shall function as an idea-sharing committee; provided, that in no event shall the executive committee be deemed to limit the ability of either of the Pubco Board, the Chief Executive Officer or any other officer of Pubco and its subsidiaries to delegate responsibilities to officers of Pubco.

Pubco’s executive committee will be responsible for, among other things:

•

overseeing the day-to-day operations of Pubco’s subsidiaries;

•

developing and proposing to the full Pubco Board strategic initiatives and proposals relating to the strategic direction of Pubco and its subsidiaries;

•

exercising such decision-making authority and responsibilities as may be delegated to it by the Pubco Board from time to time; and

•

meeting at such times as determined by the chair of the executive committee.

The Pubco Board will adopt a written charter for the executive committee, which will be available on Pubco’s corporate website upon the completion of the Business Combination. The information on any of Pubco’s websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Audit Committee

Upon the completion of the Business Combination, Pubco’s audit committee will consist of Joseph E. Reece,       and         with         serving as chair. Under the NYSE or Nasdaq listing standards and applicable SEC rules, Pubco is required to have three members of the audit committee, all of whom must be independent.        ,         and         are each independent. Each member of the audit committee is financially literate, and the Pubco Board has determined that each of        ,         and         qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Pubco’s audit committee will be responsible for, among other things:

•

appointing, compensating, retaining, evaluating, terminating and overseeing its independent registered public accounting firm;

•

discussing with its independent registered public accounting firm their independence from management;

•

reviewing, with its independent registered public accounting firm, the scope and results of their audit;

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•

approving all audit and permissible non-audit services to be performed by its independent registered public accounting firm;

•

overseeing the financial reporting process and discussing with management and its independent registered public accounting firm the quarterly and annual financial statements that its files with the SEC;

•

overseeing its financial and accounting controls and compliance with legal and regulatory requirements;

•

reviewing its policies on risk assessment and risk management;

•

reviewing related person transactions; and

•

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

The Pubco Board will adopt a written charter for the audit committee, which will be available on Pubco’s corporate website upon the completion of the Business Combination. The information on any of Pubco’s websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Compensation Committee

Upon the completion of the Business Combination, Pubco’s compensation committee will consist of Joseph E. Reece,         and         with         serving as chair. Under the NYSE or Nasdaq listing standards and applicable SEC rules, Pubco is required to have a compensation committee of at least two members, all of whom must be independent.        ,         and         are each independent.

Pubco’s compensation committee will be responsible for, among other things:

•

reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving the compensation of its Chief Executive Officer and other executive officers;

•

administering any incentive compensation plans of the Company approved by the Pubco Board;

•

reviewing and approving all employment agreement and severance arrangements for Pubco’s executive officers;

•

making recommendations to the Pubco Board regarding the compensation of Pubco’s directors; and

•

retaining and overseeing any compensation consultants.

The Pubco Board will adopt a written charter for the compensation committee, which will be available on Pubco’s corporate website upon the completion of the Business Combination. The information on any of Pubco’s websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Nominating and Governance Committee

Upon the completion of the Business Combination, Pubco’s nominating and governance committee will consist of        ,         and         with         serving as chair. The Pubco Board has affirmatively determined that        ,         and         each meets the definition of “independent director” under the NYSE or Nasdaq rules.

Pubco’s nominating and governance committee will be responsible for, among other things:

•

develop the criteria and qualifications for membership on the Pubco Board;

•

recruit, review, nominate and recommend candidates for election to the Pubco Board or to fill vacancies on the Pubco Board;

•

review candidates proposed by shareholders and conduct appropriate inquiries into the background and qualifications of any such candidates; and

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•

have such other powers and authority as the Board may provide by resolution.

The Pubco Board will adopt a written charter for the nominating and governance committee, which will be available on Pubco’s corporate website upon the completion of the Business Combination. The information on any of Pubco’s websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Clawback Policy

Pubco will adopt a compensation recovery policy that is compliant with NYSE or Nasdaq listing rules as required by the Dodd-Frank Act.

Code of Business Conduct and Ethics

Pubco will adopt a written code of business conduct and ethics that applies to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be posted on Pubco’s corporate website at         upon the completion of the Business Combination. The nominating and governance committee of Pubco will be responsible for overseeing the code of business conduct and ethics and must approve any waivers of the code of business conduct and ethics for employees, executive officers and directors. In addition, Pubco intends to post on Pubco’s website all disclosures that are required by law or the NYSE or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. The information on any of Pubco’s websites is deemed not to be incorporated in this proxy statement/​prospectus or to be part of this proxy statement/prospectus.

Risk Oversight

Upon the Closing, one of the key functions of the Pubco Board will be informed oversight of Pubco’s risk management process. The Pubco Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Pubco Board as a whole, as well as through various standing committees of the Pubco Board that address risks inherent in their respective areas of oversight. In particular, the Pubco Board will be responsible for monitoring and assessing strategic risk exposure, and Pubco’s audit committee will have the responsibility to consider and discuss Pubco’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. Pubco’s compensation committee will also assess and monitor whether Pubco’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Controlled Company Exemption

Upon the completion of the Business Combination, the Key Company Holder will have 80% of the voting power of all shares of capital stock of Pubco, as a result of which the Key Company Holder will have the power to elect a majority of Pubco directors. Pursuant to the NYSE or Nasdaq listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” Therefore, Pubco will not be subject to the NYSE or Nasdaq listing standards that would otherwise require it to have: (i) a majority of “independent directors,” as defined under the applicable securities exchange rules; (ii) a compensation committee that is composed entirely of independent directors; and (iii) director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors.

Pursuant to NYSE or Nasdaq listing standards, as a controlled company, Pubco will not be required to have a board of directors composed of a majority of independent directors. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

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Although, following the Business Combination, Pubco will qualify as a “controlled company” within the meaning of the NYSE or Nasdaq corporate governance standards, Pubco does not currently intend to rely on the controlled company exemptions afforded by the NYSE or Nasdaq. Instead, Pubco will comply with the NYSE’s or Nasdaq’s corporate governance requirements applicable to non-controlled companies, including requirements that a majority of the board of directors be independent and that the compensation and nominating and governance committees consist entirely of independent directors. However, in the future, Pubco may elect to rely on some or all of the exemptions available to controlled companies under the NYSE or Nasdaq corporate governance standards, which could result in less oversight by independent directors and fewer governance protections for stockholders. Please also see “Risk Factors — Risks Related to Ownership of Pubco Stock Following the Business Combination — Pubco expects to qualify as a “controlled company” under the applicable securities exchange rules and expects to avail itself of applicable exemptions from the corporate governance requirements thereof.”

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table and accompanying footnotes set forth information regarding the beneficial ownership of (i) SilverBox, as of    , 2025 (the “Ownership Date”), prior to the consummation of the Business Combination, and (ii) Pubco, as of immediately following the completion of the Business Combination, assuming that no Public Shares are redeemed and, alternatively, that      Public Shares are redeemed in connection with the Business Combination with respect to:

•

each person know by SilverBox to be the beneficial owner of more than 5% of the outstanding shares of the SilverBox Ordinary Shares or shares of Pubco Common Stock on the Ownership Date;

•

each current executive officer of SilverBox and each member of the SilverBox Board, and all such executive officers and directors as a group; and

•

each person will become an executive officer or director of Pubco upon consummation of the Transactions, and all such executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares.

Beneficial ownership of SilverBox Ordinary Shares is based on 20,455,000 shares of SilverBox Class A Ordinary Shares and 5,000,000 shares of Class B Ordinary Shares issued and outstanding as of August 26, 2025.

If the actual facts are different that these assumption (which they are likely to be), the percentage ownership retained by existing shareholders of SilverBox in Pubco will be different.

Unless otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned securities.

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Pre-Business Combination Beneficial Ownership Table of SilverBox

Name and Address of Beneficial Owner(1)	Number of Class A Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Class A Shares		Number of Class B Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Ordinary Shares
SilverBox Sponsor IV LLC(1)(2)(3)	​	—	​	—	​	5,455,000	​	21.4%
Joseph Reece(1)(2)(3)	​	—	​	—	​	5,455,000	​	21.4%
Boxwood Holdings LLC(1)(2)(3)	​	—	​	—	​	5,455,000	​	21.4%
Stephen Kadenacy(1)(2)(3)	​	—	​	—	​	5,455,000	​	21.4%
Duncan Murdoch	​	—	​	—	​	—	​	—
Jin Chun	​	—	​	—	​	—	​	—
Daniel E. Esters	​	—	​	—	​	—	​	—
David Lee	​	—	​	—	​	—	​	—
Glenn Marino	​	—	​	—	​	—	​	—
Jonathan Lewis	​	—	​	—	​	—	​	—
Reed J. Seaton	​	—	​	—	​	—	​	—
All executive officers and directors as a group (9 individuals)	​	—	​	—	​	5,455,000	​	21.4%
Holders of more than 5% of SilverBox any class of outstanding ordinary shares	​	​	​	​	​	​	​	​
Healthcare of Ontario Pension Plan Trust Fund(4)	​	1,800,000	​	8.8%	​	—	​	7.1%
Polar Asset Management Partners Inc.(5)	​	1,980,000	​	9.7%	​	—	​	7.8%
Sculptor Capital LP(6)	​	1,980,000	​	9.7%	​	—	​	7.8%
AQR Capital Management, LLC(7)	​	1,559,960	​	7.6%	​	—	​	6.1%
The Goldman Sachs Group, Inc.(8)	​	1,075,824	​	5.3%	​	—	​	4.2%
Barclays PLC(9)	​	1,302,263	​	6.3%	​	—	​	5.1%

(1)

SilverBox Sponsor IV LLC is the record holder of the shares reported herein. Mr. Kadenacy, our Chief Executive Officer, and Mr. Reece, our Founding Partner, are each the co-managing member of Boxwood Holdings III LLC, the managing member of SilverBox Sponsor IV LLC. As such, they may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by SilverBox Sponsor IV LLC. Such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(2)

Interests shown consist of 5,000,000 SilverBox Class B Ordinary Shares which are referred to herein as Sponsor Shares and 455,000 SilverBox Class A Ordinary Shares included in the Private Placement Units. The Sponsor Shares will automatically convert into SilverBox Class A Ordinary Shares at the time of the Business Combination or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment.

(3)

The Sponsor Non-Managing Members purchased non-managing membership interests in our Sponsor reflecting interests in an aggregate of 350,000 of the 455,000 Private Placement Units purchased by our Sponsor at a price of $10.00 per Unit ($3,500,000 in the aggregate); with each Sponsor Non-Managing Member purchasing, through the Sponsor, the Private Placement Warrants allocated to it in connection with the closing of our IPO, the Sponsor issued membership interests at a nominal purchase price to the Sponsor Non-Managing Members at the closing of our IPO reflecting interests in an aggregate of 2,800,000 Sponsor Shares held by Sponsor. The Sponsor Non-Managing Members were not granted any shareholder or other rights in addition to those afforded to our other Public Shareholders, and were only be issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the Sponsor Shares.

(4)

The information in the table above is based solely on information contained in this shareholder’s

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Schedule 13G filed on November 14, 2024, by or on behalf of Healthcare of Ontario Pension Plan Trust Fund. The address of the business office of Healthcare of Ontario Pension Plan Trust Fund is 1 York Street, Suite 1900, Toronto, ON, Canada M5J 0B6.

(5)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on November 14, 2024, by or on behalf of Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the shares and warrants directly held by PMSMF. The address of the business office of PMSMF is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(6)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on November 14, 2024, by or on behalf of Sculptor Capital LP (“Sculptor”), Sculptor Capital Holding Corp. (“SCHC”), Sculptor Capital Management, Inc. (“SCU”), Sculptor Master Fund, Ltd., Sculptor Special Funding, LP, each of which share voting and dispositive power with respect to certain of the reported shares shown above. Sculptor serves as the principal investment managers to a number of private funds and discretionary accounts (collectively, the “Accounts”), which hold the ordinary shares reported above, and thus may be deemed beneficial owners of the SilverBox Class A Ordinary Shares in the Accounts managed by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed to be the beneficial owners the shares reported above. SCU is the sole shareholder of SCHC and may be deemed a beneficial owner of the shares reported above. The address of the business office of Sculptor Capital LP is 9 West 57th Street, New York, New York 10019.

(7)

The information in the table above is based solely on information contained in the shareholder’s Schedule 13G filed on February 13, 2025, by or on behalf of AQR Capital Management, LLC, AQR Capital Management, LLC and AQR Arbitrage, LLC (collectively, “AQR”) AQR Capital Management, LLC is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The address office of AQR is One Greenwich Plaza, Suite 130, Greenwich CT 06830.

(8)

The information in the table above is based solely on information contained in the shareholder’s Schedule 13G filed on February 10, 2025, by or on behalf of The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC (collectively, “GS”). The address office of GS is 200 West Street, New York, NY 10282.

(9)

The information in the table above is based solely on information contained in the shareholder’s Schedule 13G filed on March 21, 2025, by or on behalf of Barclays PLC. The address office of Barclays PLC is 1 Churchill Place, London E14 5HP.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o SilverBox Corp IV, 1250 S. Capital of Texas Highway, Building 2, Suite 285, Austin, TX 78746.

The following table and accompanying footnotes set forth information regarding the beneficial ownership of Pubco, as of immediately following the completion of the Business Combination, with respect to the Persons identified in the narrative disclosure preceding the tabular disclosure immediately above. The expected beneficial ownership of shares of Pubco Common Stock immediately following completion of the Business Combination are presented assuming two scenarios:

•

Assuming No Redemptions:   This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares at or prior to the consummation of the Business Combination. As the Sponsor waived its redemption rights with regard to Sponsor Shares, only redemptions by Public Shareholders are considered for purposes of this presentation.

•

Assuming Maximum Redemptions:   In addition to the assumptions described in the “No Redemptions” scenario, this presentation assumes that 20,000,000 Public Shares are redeemed upon consummation of the Business Combination for aggregate Redemption Payments of approximately $210.3 million, assuming a redemption price of 10.51 per share (based on approximately $210.3 million contained in the Trust Account as of August 26, 2025), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing while still enabling the parties to satisfy the condition contained in the Business Combination Agreement, which is

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waivable by SilverBox and PCM, that, at the Closing, after (i) giving effect to the completion and payment of Redemptions and payment of SilverBox’s and Parataxis’ Transaction Expenses gross cash or cash equivalents delivered to Pubco at the Closing will equal or exceed $25 million. The “contractual maximum redemption scenario” represents the maximum number of Public Shares that may be redeemed while satisfying the Minimum Cash Condition, taking into account the assumptions described above. In the event that aggregate cash and cash equivalents delivered to Pubco at Closing is insufficient to meet the Minimum Cash Condition, a condition to the Closing would not be met and the Business Combination may not be consummated.

Both scenarios assume that there will be an aggregate of 25,455,000 SilverBox Ordinary Shares issued and outstanding immediately prior to the completion of the Business Combination, which shares will have been exchanged for shares of Pubco Common Stock upon completion of the Business Combination.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned securities. Except as indicated in the footnotes to the table, each of the security holders listed below has sole voting and investment power with respect to Pubco Common Stock owned by such shareholders.

Post-Business Combination Beneficial Ownership Table of Pubco

​	(Assuming No Redemptions by SilverBox shareholders)			(Assuming Contractual Maximum Redemptions by SilverBox shareholders)
Name and Address of Beneficial Owner	Number of Shares of Common Stock	% of Common Stock	% of voting power	Number of Shares of Common Stock	% of Common Stock	% of voting power
Officers and Directors After the Transactions:	​	​	​	​	​	​
Edward Chin	​	​	​	​	​	​
Thejas Nalval	​	​	​	​	​	​
Joseph E. Reece	​	​	​	​	​	​
Nooruddin (Rudy) S. Karsan	​	​	​	​	​	​

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DESCRIPTION OF PUBCO SECURITIES

The following summary of certain provisions of Pubco’s capital stock does not purport to be complete and is subject to the Proposed Certificate of Incorporation, the Proposed Bylaws and the provisions of applicable law. Copies of the Proposed Certificate of Incorporation and the Proposed Bylaws are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. For purposes of this section, “we” “our” and “us” shall refer to Pubco.

Authorized Capitalization

General

The Proposed Certificate of Incorporation will authorize the issuance of 2,610,000,000 shares of capital stock, par value $0.0001 per share, of Pubco, consisting of:

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2,500,000,000 shares of Pubco Class A Common Stock,

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10,000,000 shares of Pubco Class C Common Stock, and

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100,000,000 shares of Pubco Preferred Stock.

The following summary describes all material provisions of our capital stock. We urge you to read the Proposed Certificate of Incorporation and the Proposed Bylaws (copies of which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively).

Common Stock

Class A Common Stock

We expect to have approximately 39,335,000 shares of Pubco Class A Common Stock outstanding immediately after the consummation of the Business Combination, assuming that none of SilverBox’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination and excluding the Sponsor Earnout Shares, and 19,335,000 shares of Pubco Class A Common Stock outstanding immediately after the consummation of the Business Combination, assuming that all of SilverBox’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination and excluding the Sponsor Earnout Shares.

Voting rights.   Each holder of Pubco Class A Common Stock is entitled to one vote for each share of Pubco Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Holders of Pubco Class A Common Stock will vote together with the holders of Pubco Class C Common Stock as a single class on all matters presented to Pubco’s stockholders for their vote or approval. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Given the “super-voting” rights of the Pubco Class C Common Stock, the voting power of the Pubco Class A Common Stock is less than the voting power typically associated with shares of common stock or that the “one vote per share” implies.

Pubco stockholders do not have the ability to cumulate votes for the election of directors. The Proposed Certificate of Incorporation provides for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Notwithstanding the foregoing, to the fullest extent permitted by law, holders of Pubco Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Certificate of Incorporation (including any certificate of designations relating to any series of Pubco Preferred Stock) that relates solely to the terms of one or more outstanding series of Pubco Preferred Stock, if the holders of such affected series are entitled, either separately or together with the

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holders of one or more other such series, to vote thereon pursuant to the Proposed Certificate of Incorporation (including any certificate of designations relating to any series of Pubco Preferred Stock) or pursuant to the DGCL.

Dividend Rights.   Subject to preferences that may be applicable to any outstanding Pubco Preferred Stock, the holders of shares of Pubco Class A Common Stock will be entitled to receive, ratably with other Participating Shares (as defined in the Proposed Certificate of Incorporation), such dividends, if any, as may be declared from time to time by the Pubco Board out of funds legally available therefor.

Rights upon liquidation.   In the event of any voluntary or involuntary liquidation, dissolution or winding up of Pubco’s affairs, the holders of Pubco Class A Common Stock will be entitled to share ratably with the other Participating Shares in all assets remaining after payment of Pubco’s debts and other liabilities, subject to prior distribution rights of Pubco Preferred Stock or any class or series of stock having a preference over the Pubco Class A Common Stock, then outstanding, if any.

Other rights.   The holders of Pubco Class A Common Stock will have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions applicable to the Pubco Class A Common Stock. The rights, preferences and privileges of holders of the Pubco Class A Common Stock will be subject to those of the holders of any shares of the Pubco Preferred Stock Pubco may issue in the future.

Class C Common Stock

Upon completion of the Business Combination, we expect there to be approximately          shares of our Pubco Class C Common Stock outstanding. Shares of Pubco Class C Common Stock will only be issued to Qualified Stockholders. All shares of Pubco Class C Common Stock to be issued in connection with the Business Combination will be fully paid and non-assessable. There is no trading market for the Pubco Class C Common Stock.

Voting Rights.   Prior to the Sunset Date, holders of Pubco Class C Common Stock will be entitled to the Class C Voting Power for all matters submitted to a vote of Pubco stockholders. Following the consummation of the Business Combination, holders of Pubco Class C Common Stock will vote together with holders of Pubco Class A Common Stock as a single class on all matters presented to Pubco’s stockholders for their vote or approval, except as otherwise required by the Proposed Certificate of Incorporation and applicable law.

Dividend Rights.   Subject to preferences that may be applicable to any outstanding Pubco Preferred Stock, the holders of shares of Pubco Class C Common Stock will be entitled to receive, ratably with other Participating Shares, such dividends, if any, as may be declared from time to time by the Pubco Board out of funds legally available therefor.

Rights upon liquidation.   In the event of any voluntary or involuntary liquidation, dissolution or winding up of Pubco’s affairs, the holders of Pubco Class C Common Stock will be entitled to share, ratably with the other Participating Shares, in all assets remaining after payment of Pubco’s debts and other liabilities, subject to prior distribution rights of Pubco Preferred Stock or any class or series of stock having a preference over the Pubco Class C Common Stock, then outstanding, if any.

Other rights.   The holders of Pubco Class C Common Stock will have no preemptive or other subscription rights. The rights, preferences and privileges of holders of the Pubco Class C Common Stock will be subject to those of the holders of any shares of the Pubco Preferred Stock Pubco may issue in the future.

Issuance, Conversion and Transfer.   There will be no further issuances of Pubco Class C Common Stock except in connection with a stock split, stock dividend, reclassification or similar transaction.

Certain Voting/Conversion Terms

The Pubco Class C Common Stock at all times prior to the Sunset Date will represent 80% of the total voting power of all shares of capital stock of Pubco (including shares issued in the future) until such time as

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the Qualified Individuals, including their permitted transferees, own less than 25% of their aggregate ownership as of immediately after the Closing, with the foregoing determination taking into account certain considerations more fully described in the Proposed Certificate of Incorporation. Upon certain transfers to third parties or certain disqualifying events (namely, removal from Pubco’s Executive Committee for cause or death), the Pubco Class C Common Stock will convert into Pubco Class A Common Stock but the remaining shares of Pubco Class C Common Stock will retain an aggregate of 80% of the voting power until the Sunset Date. On the Sunset Date, each share of Pubco Class C Common Stock will automatically be converted into one share of Pubco Class A Common Stock.

Preferred Stock

No shares of Pubco Preferred Stock will be issued or outstanding immediately after the completion of the Business Combination. The Proposed Certificate of Incorporation will authorize the Pubco Board to establish one or more series of Pubco Preferred Stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, the right to elect directors, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of our stockholders.

The authority of the Pubco Board to issue Pubco Preferred Stock without approval of our stockholders may have the effect of delaying, deferring or preventing a change in control of Pubco and may adversely affect the voting and other rights of the holders of our common stock. The issuance of Pubco Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of our common stock, including the loss of voting control to others. As a result of these or other factors, the issuance of Pubco Preferred Stock could have an adverse impact on the market price of the Pubco Class A Common Stock. At present, we have no plans to issue any Pubco Preferred Stock.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE or Nasdaq, which would apply so long as the Pubco Class A Common Stock remains listed on the NYSE or Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Pubco Class A Common Stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or Pubco Preferred Stock may be to enable the Pubco Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of Pubco by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of Pubco Common Stock at prices higher than prevailing market prices.

Anti-Takeover Effects of Provisions of Delaware Law and our Proposed Certificate of Incorporation and Proposed Bylaws

Certain provisions of our Proposed Certificate of Incorporation and Proposed Bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the Pubco Board and in the policies formulated by the Pubco Board and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal or proxy fight. Such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of Pubco Class A Common Stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.

These provisions include:

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Super Voting Stock.   The shares of common stock vote together on all matters on which stockholders are entitled to vote, except as set forth in our Proposed Certificate of Incorporation or required by applicable law. However, prior to the Sunset Date, the Pubco Class C Common Stock collectively have 80% of the voting power of the common stock, as calculated pursuant to “— Certain Voting/Conversion Terms” above. Consequently, the holders of our Pubco Class C Common Stock, have greater influence over decisions to be made by our stockholders, including the election of directors.

Action by Written Consent; Special Meetings of Stockholders.   The DGCL permits stockholder action by written consent unless otherwise provided by our Proposed Certificate of Incorporation. Our Proposed Certificate of Incorporation permits stockholder action by written consent so long as any shares of Pubco Class C Common Stock are outstanding (and inherently would represent at least a majority of the voting power of our outstanding common stock), and precludes stockholder action by written consent if and when there ceases to be any shares of Pubco Class C Common Stock outstanding. If permitted by the applicable certificate of designation, future series of Pubco Preferred Stock may take action by written consent. Our Proposed Certificate of Incorporation and our Proposed Bylaws provide that special meetings of stockholders may be called only by the Pubco Board, the chairman of the ubco Board of the chief executive officer, and only proposals included in our notice may be considered at such special meetings.

Election and Removal of Directors.   The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our Proposed Certificate of Incorporation provides otherwise. Our Proposed Certificate of Incorporation does not expressly provide for cumulative voting. Directors may be removed, but only for cause, upon the affirmative vote of holders of a majority of the voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. In addition, the certificate of designation pursuant to which a particular series of Pubco Preferred Stock is issued may provide holders of that series of Pubco Preferred Stock with the right to elect additional directors. In addition, under our Proposed Certificate of Incorporation, the Pubco Board is divided into three classes of directors, each of which will hold office for a three-year term. The existence of a classified board could delay a successful tender offeror from obtaining majority control of the Pubco Board, and the prospect of that delay might deter a potential offeror.

Authorized but Unissued Shares.   The authorized but unissued shares of common stock and Pubco Preferred Stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing rules of the NYSE. The existence of authorized but unissued and unreserved common stock and Pubco Preferred Stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. See “Description of Pubco’s Capital Stock — Preferred Stock” and “Description of Pubco’s Capital Stock — Authorized but Unissued Capital Stock” above.

Business Combinations with Interested Stockholders.   In general, Section 203 of the DGCL, an anti-takeover law, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock, which person or group is considered an interested stockholder under the DGCL, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

We elected in our Proposed Certificate of Incorporation not to be subject to Section 203.

Other Limitations on Stockholder Actions.   Our Proposed Bylaws also impose some procedural requirements on stockholders who wish to:

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make nominations in the election of directors;

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propose that a director be removed; or

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propose any other business to be brought before an annual or special meeting of stockholders.

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary containing, among other things, the following:

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the stockholder’s name and address;

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the class or series and number of shares of capital stock of Pubco which are owned directly or indirectly, beneficially and of record by the stockholder and such beneficial owner and evidence of such ownership, the date or dates on which such shares of capital stock of Pubco were acquired and the investment intent of such acquisition;

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the names of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons;

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a description of any agreement, arrangement or understanding reached with respect to shares of our stock, such as borrowed or loaned shares, short positions, hedging or similar transactions;

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a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting; and

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any material interest of the stockholder in such business.

Our Proposed Bylaws set out the timeliness requirements for delivery of notice.

In order to submit a nomination for the Pubco Board, a stockholder must also submit any information with respect to the nominee that we would be required to include in a proxy statement, as well as some other information. If a stockholder fails to follow the required procedures, the stockholder’s proposal or nominee will be ineligible and will not be voted on by our stockholders.

Limitations on Liability and Indemnification of Officers and Directors

Our Proposed Certificate of Incorporation and Proposed Bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We plan to enter into indemnification agreements with each of our directors and executive officers that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our Proposed Certificate of Incorporation includes provisions that eliminate the personal liability of our directors and officers for monetary damages resulting from breaches of certain fiduciary duties as a director or officer, as applicable. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director or officer (as applicable), except that a director or officer will be personally liable for:

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any breach of his duty of loyalty to us or our stockholders;

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acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of law;

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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

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any transaction from which the director derived an improper personal benefit.

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Exclusive Forum

The Proposed Certificate of Incorporation will provide that, unless Pubco consents in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of Pubco, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder of Pubco to Pubco or Pubco’s stockholders, or any claim for aiding and abetting such alleged breach, (iii) any action asserting a claim against Pubco or any current or former director, officer, other employee, agent or stockholder of Pubco (a) arising pursuant to any provision of the DGCL, the Proposed Certificate of Incorporation (as it may be amended or restated) or the Proposed Bylaws or (b) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery or (iv) any action asserting a claim against Pubco or any current or former director, officer, other employee, agent or stockholder of Pubco governed by the internal affairs doctrine of the law of the State of Delaware shall, as

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to any action in the foregoing clauses (i) through (iv), to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery, (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under the Securities Act, the Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim. Any person or entity purchasing or otherwise acquiring any interest in any shares of Pubco’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Proposed Certificate of Incorporation.

If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. However, it is possible that a court could find Pubco’s forum selection provisions to be inapplicable or unenforceable. Although Pubco believes this provision benefits it by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against Pubco’s directors, officers and other employees.

Warrants

In connection with the Business Combination, the SilverBox Warrants will no longer be outstanding and will automatically be cancelled in exchange for the right to receive, at the Closing, substantially equivalent Pubco Warrants, with the terms described below.

Public Stockholders’ Warrants

Each Public Warrant will entitle the registered holder to purchase one share of Pubco Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the Closing. The Public Warrants will expire five years after the Closing of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Pubco will not be obligated to deliver any shares of Pubco Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Pubco Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying Pubco’s obligations described below with respect to registration. No warrant will be exercisable and Pubco will not be obligated to issue shares of Pubco Class A Common Stock upon exercise of a warrant unless the Pubco Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will Pubco be required to net cash settle any warrant.

Pubco will register the shares of Pubco Class A Common Stock issuable upon exercise of the Public Warrants at this time.

Once the Public Warrants become exercisable, Pubco may call the warrants for redemption:

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in whole and not in part;

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at a price of $0.01 per warrant;

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upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

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if, and only if, the reported last sale price of the Pubco Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by Pubco, Pubco may not redeem the Pubco Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Pubco Class A Common Stock issuable upon exercise of the Pubco Warrants is then effective and a current prospectus relating to those shares of Pubco Class A Common Stock is available throughout the 30-day redemption period. If and when the public warrants become redeemable by Pubco pursuant to the foregoing redemption method, Pubco may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and Pubco issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Pubco Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

If Pubco calls the Pubco Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” Pubco’s management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on its shareholders of issuing the maximum number of shares of Pubco Class A Common Stock issuable upon the exercise of its warrants. If Pubco’s management takes advantage of this option, all holders of Pubco Warrants would pay the exercise price by surrendering their warrants for that number of shares of Pubco Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” ​(as defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported last sale price of the Pubco Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is received by the warrant agent. If Pubco’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Pubco Class A Common Stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to Pubco it does not need the cash from the exercise of the warrants after the Closing. If Pubco calls its Pubco Warrants for redemption and our management does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their Private Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

In the event Pubco determines to redeem the Pubco Warrants, holders of its redeemable warrants would be notified of such redemption as described in Pubco’s warrant agreement. Specifically, in the event that Pubco elects to redeem all of the redeemable warrants as described above, Pubco will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Pubco’s posting of the redemption notice to DTC.

A holder of a Pubco Warrant may notify Pubco in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving

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effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Pubco Class A Common Stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of Pubco Class A Common Stock is increased by a stock dividend payable in shares of Pubco Class A Common Stock, or by a split-up of shares of Pubco Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Pubco Class A Common Stock issuable on exercise of each Pubco Warrant will be increased in proportion to such increase in the outstanding shares of Pubco Class A Common Stock. A rights offering to holders of Pubco Class A Common Stock entitling holders to purchase shares of Pubco Class A Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Pubco Class A Common Stock equal to the product of (i) the number of shares of Pubco Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Pubco Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of the Pubco Class A Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Pubco Class A Common Stock, in determining the price payable for Pubco Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Pubco Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Pubco Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if Pubco, at any time while the Pubco Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Pubco Class A Common Stock on account of such shares of Pubco Class A Common Stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Pubco Class A Common Stock in connection with the Closing of the Business Combination, (d) to satisfy the redemption rights of the holders of Pubco Class A Common Stock in connection with a shareholder vote to amend and restate the Memorandum and Articles of Association (i) for an extension of time to complete an initial business combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our Public Shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Pubco Class A Common Stock in respect of such event.

If the number of outstanding shares of Pubco Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Pubco Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Pubco Class A Common Stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding shares of Pubco Class A Common Stock.

Whenever the number of shares of Pubco Class A Common Stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Pubco Class A Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Pubco Class A Common Stock so purchasable immediately thereafter.

In addition, if (x) SilverBox issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the Closing at a price of less than $9.20 per Class A ordinary share (“New Issuance Price”) (with such issue price or effective issue price to be determined in good faith by our board of directors (including consideration of the market price) and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any Sponsor Shares, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total

301

equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Closing (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day following the effective date of the registration statement under the Securities Act covering the issuance of the shares of Pubco Class A Common Stock issuable upon exercise of the Pubco Warrants (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Pubco Warrants will be adjusted to be equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the New Issuance Price.

In case of any reclassification or reorganization of the outstanding shares of Pubco Class A Common Stock (other than those described above or that solely affects the par value of such shares of Pubco Class A Common Stock), or in the case of any merger or consolidation of Pubco with or into another corporation (other than a consolidation or merger in which Pubco is the continuing corporation and that does not result in any reclassification or reorganization of Pubco’s outstanding shares of Pubco Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which Pubco is dissolved, the holders of the Pubco Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Pubco Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised that person’s warrants immediately prior to such event.

The Public Warrants and the Private Placement Warrants were issued in registered form under the Warrant Agreement. You should review a copy of the Warrant Agreement, which has been publicly filed with the SEC and which you can find in the list of exhibits to this registration statement, for a complete description of the terms and conditions applicable to the warrants. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then issued and outstanding Public Warrants or Pubco Warrants, as applicable, to make any change that adversely affects the interests of the registered holders of Public Warrants.

The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Pubco Common Stock and any voting rights until they exercise their warrants and receive shares of Pubco Class A Common Stock. After the issuance of shares of Pubco Class A Common Stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders.

No fractional shares will be issued upon exercise of the Pubco Warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, Pubco will, upon exercise, round down to the nearest whole number of shares of Pubco Class A Common Stock to be issued to the warrant holder.

Private Placement Warrants

Except as described below, the Private Placement Warrants will have terms and provisions that are identical to those of the Public Warrants, or Pubco Warrants, as applicable, including as to exercise price, exercisability and exercise period. The Private Placement Warrants (including the Pubco Class A Common Stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the Closing (except, among certain other limited exceptions to our officers and directors and other persons or entities affiliated with Sponsor) and they will not be redeemable by us so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option

302

to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be subject to the same terms and conditions as the Public Warrants, and among other matters, be redeemable by Pubco and exercisable by the holders on the same basis as the Public Warrants.

If holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Pubco Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Pubco Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” ​(defined below) by (y) the fair market value. The “fair market value” will mean the average reported last sale price of the Pubco Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is delivered to Pubco.

Transfer Agent and Warrant Agent

The transfer agent for the Pubco Common Stock and warrant agent for the warrants will be Continental Stock Transfer & Trust Company. Pubco will agree to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

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COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS

Pubco is incorporated under the laws of the State of Delaware and the rights of Pubco stockholders will be governed by the laws of the State of Delaware, including the DGCL, the Proposed Certificate of Incorporation and the Proposed Bylaws. As a result of the Business Combination, Pubco stockholders who receive shares of Pubco Common Stock will become stockholders of Pubco. Thus, following the Business Combination, the rights of SilverBox Shareholders who become Pubco stockholders in the Business Combination will no longer be governed by Cayman Islands law but will instead be governed by the DGCL. Additionally, Pubco will no longer be governed by the Memorandum and Articles of Association and instead will be governed by the Proposed Charter and Proposed Bylaws.

SilverBox Shareholders are urged to carefully read the relevant provisions of the Proposed Certification of Incorporation and Proposed Bylaws that will be in effect as of consummation of the Business Combination (which forms are included as Annex B and Annex C to this proxy statement/prospectus, respectively). However, the Proposed Certificate of Incorporation may change at any time prior to consummation of the Business Combination by mutual agreement of SilverBox and Parataxis, or be amended any time after the consummation of the Business Combination by amendment in accordance with its terms. For a summary of the differences between the SilverBox Memorandum and Articles of Association and the Proposed Organizational Documents of Pubco please see to the table provided in “The Advisory Organizational Documents Proposals.” If the Proposed Certificate of Incorporation is amended or the Proposed Bylaws changed, the summary may cease to accurately reflect the Proposed Charter is so amended.

304

SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of the Business Combination, Pubco will have, based on the assumptions set out elsewhere in this proxy statement/prospectus, up to 47,203,723 shares of Pubco Class A Common Stock issued and outstanding. All of the Pubco Class A Common Stock issued to the Public Stockholders in connection with the Business Combination will be freely transferable by persons other than by Sponsor or the Key Company Holder or their affiliates without restriction or further registration under the Securities Act. Sales of substantial amounts of the Pubco Class A Common Stock in the public market could adversely affect prevailing market prices of the Pubco Class A Common Stock. Prior to the Business Combination, there has been no public market for Pubco Class A Common Stock. Pubco will apply for listing of the Pubco Class A Common Stock and Pubco Warrants on either Nasdaq or the NYSE, but there can be no assurance that a regular trading market will develop in the Pubco Class A Common Stock and Pubco Warrants.

Registration Rights

The Amended Registration Rights Agreement will provide customary registration rights, including demand and “piggyback” rights with respect to the shares of Pubco Class A Common Stock and Pubco Warrants held by parties thereto following the consummation of the Business Combination. For additional information, see the sections entitled “Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement.”

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted Pubco Class A Common Stock or Pubco Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of Pubco at the time of, or at any time during the three months preceding, a sale and (ii) Pubco is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as Pubco required to file reports) preceding the sale.

Persons who have beneficially owned restricted Pubco Class A Common Stock or Pubco Warrants for at least six months but who are affiliates of Pubco at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

1% of the total number of Pubco Class A Common Stock then outstanding; or

•

the average weekly reported trading volume of Pubco Class A Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of Pubco under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about Pubco.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

305

•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, the Sponsor will be able to sell their Sponsor Shares and Private Placement Warrants, as applicable, pursuant to Rule 144 without registration one year after Pubco has completed the Business Combination.

SilverBox anticipates that following the consummation of the Business Combination, Pubco will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

306

FUTURE STOCK HOLDER PROPOSALS AND NOMINATIONS

Stockholder Proposals

For any proposal to be considered for inclusion in Pubco’s proxy statement and form of proxy for submission to the stockholders at Pubco’s 2026 annual meeting of stockholders, assuming consummation of the Business Combination, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and the Bylaws. Since the 2026 annual meeting would be Pubco’s first annual meeting of stockholders, such proposals must be received by Pubco a reasonable time before it begins to print and mail the 2026 annual meeting proxy materials in order to be considered for inclusion in such proxy materials for the 2026 annual meeting.

In addition, if the Business Combination is consummated, the Proposed Bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. To be timely, a stockholder’s notice must be delivered to Pubco not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders. Nominations and proposals also must satisfy other requirements set forth in the Proposed Bylaws. The Pubco Board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

Stockholder Director Nominees

The Proposed Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by the Proposed Bylaws and must comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, including Rule 14a-19. In addition, the stockholder must give timely notice to Pubco’s secretary in accordance with Proposed Bylaws, which, in general, require that the notice be received by Pubco’s secretary within the time periods described above under the section entitled “Future Stockholder Proposals and Nominations.”

307

SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the SilverBox Board, any committee chairperson or the non-management directors as a group by writing to the SilverBox Board or committee chairperson in care of SilverBox Corp IV, 8701 Bee Cave Road, East Building, Suite 310, Austin, TX 78746. Following the Closing, such communications should be sent to the Pubco Board at 135 W. 50th Street, Suite 200, New York, New York 10020. Each communication will be forwarded, depending on the subject matter, to the SilverBox Board, the appropriate committee chairperson or all non-management directors.

APPRAISAL RIGHTS

SilverBox shareholders do not have appraisal or dissenters’ rights in connection with the Business Combination under the Companies Act.

LEGAL MATTERS

Certain legal matters relating to the validity of the Pubco Common Stock and Pubco Warrants to be issued hereunder will be passed upon for Pubco by Ellenoff Grossman & Schole, LLP, New York, NY.

OTHER MATTERS

As of the Record Date, the SilverBox Board does not know of any matters that will be presented for consideration at the Extraordinary General Meeting other than as described in this proxy statement/​prospectus. If any other matters properly come before the Extraordinary General Meeting and are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that it names as proxies to vote the shares represented by the proxy as to any of these matters.

EXPERTS

The financial statements of SilverBox for the period from April 16, 2024 (inception) through December 31, 2024 appearing in this proxy statement/prospectus have been audited by Withum, as stated in their report thereon and included in this proxy statement/prospectus, in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

The combined and consolidated financial statements of Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary as of May 31, 2025 and for the period from January 13, 2025 through May 31, 2025, appearing in this proxy statement/prospectus have been audited by Withum, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Parataxis Holdings Inc. and Subsidiaries as of June 30, 2025 and for the period from June 13, 2025 (inception) through June 30, 2025, appearing in this proxy statement/​prospectus have been audited by Withum, independent registered public accounting firm, as set forth in their report (which includes an explanatory paragraph related to Parataxis Holdings Inc’s ability to continue as a going concern) thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, SilverBox and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement/prospectus. Upon written or oral request, SilverBox will deliver a separate copy of the proxy statement/prospectus to any shareholder at a shared address to which a single copy of the proxy statement/prospectus was delivered and who wishes to receive separate copies of such document. Shareholders receiving multiple copies of the proxy statement/prospectus may likewise request that SilverBox deliver single copies of the proxy statement/prospectus in the future. Shareholders may notify SilverBox of their requests by calling or writing SilverBox at its principal executive offices at 8701 Bee Cave Road, East Building, Suite 310, Austin, TX 78746 or (512) 575-3637.

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ENFORCEABILITY OF CIVIL LIABILITY

SilverBox is a Cayman Islands exempted company. If SilverBox does not change its jurisdiction of incorporation from the Cayman Islands to Delaware by effecting the Domestication, you may have difficulty serving legal process within the United States upon SilverBox. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against SilverBox in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, SilverBox may be served with process in the United States with respect to actions against SilverBox arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of SilverBox’s securities by serving SilverBox’s U.S. agent irrevocably appointed for that purpose.

WHERE YOU CAN FIND MORE INFORMATION

SilverBox has filed a registration statement on Form S-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement.

SilverBox files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on SilverBox at the SEC website containing reports, proxy statements and other information at: http://www.sec.gov.

This document is a proxy statement/prospectus of SilverBox for the Extraordinary General Meeting. SilverBox has not authorized anyone to give any information or make any representation about the Business Combination, SilverBox or Parataxis that is different from, or in addition to, that contained in this proxy statement/prospectus. SilverBox and Parataxis take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this proxy statement/prospectus speaks only as of the Record Date unless the information specifically indicates that another date applies.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact via phone or in writing:

SilverBox Corp IV
8701 Bee Cave Road, East Building, Suite 310
Austin, TX 78746
(512) 575-3637

You may also obtain these documents by requesting them in writing or by telephone from SilverBox’s proxy solicitation agent at the following address and telephone number:

If you are a shareholder of SilverBox and would like to request documents, please do so no later than five business days before the Extraordinary General Meeting in order to receive them before the Extraordinary General meeting. If you request any documents from SilverBox, SilverBox will mail them to you by first class mail, or another equally prompt means. Information and statements contained in this proxy statement/​prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

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INDEX TO FINANCIAL STATEMENTS

SilverBox Corp IV

Unaudited Financial Statements of SilverBox Corp IV as of the six months ended June 30, 2025

Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	F-2
Condensed Statements of Operations for the Six Months Ended June 30, 2025 and for the Period from April 16, 2024 (Inception) Through June 30, 2024 (Unaudited)	F-3
Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2025 and for the Period from April 16, 2024 (Inception) Through June 30, 2024 (Unaudited)	F-4
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and for the Period from April 16, 2024 (Inception) Through June 30, 2024 (Unaudited)	F-5
Notes to Condensed Financial Statements (Unaudited)	F-6

Audited Financial Statements of SilverBox Corp IV as of December 31, 2024 and for the year ended December 31, 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)	F-22
Financial Statements:	​
Balance Sheets	F-23
Statements of Operations	F-24
Statements of Changes in Stockholders’ Deficit	F-25
Statements of Cash Flows	F-26
Notes to Financial Statements	F-27

Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary

Combined and Consolidated Financial Statements of Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary For the Period January 13, 2025 (Inception) through May 31, 2025

Report of Independent Registered Public Accounting Firm	F-41
Combined and Consolidated Balance Sheet as of May 31, 2025	F-42
Combined and Consolidated Statement of Operations for the period from January 13, 2025 (Inception) through May 31, 2025	F-43
Combined and Consolidated Statement of Changes in Members’ Equity for the period from January 13, 2025 (Inception) through May 31, 2025	F-44
Combined and Consolidated Statement of Cash Flows for the period from January 13, 2025 (Inception) through May 31, 2025	F-45
Notes to Combined and Consolidated Financial Statements	F-46

Parataxis Holdings Inc. and Subsidiaries

Consolidated Financial Statements of Parataxis Holdings Inc. and Subsidiaries

Report of Independent Registered Public Accounting Firm	F-58
Consolidated Financial Statements	​
Consolidated Balance Sheet as of June 30, 2025	F-59
Consolidated Statement of Operations for the period from June 13, 2025 (Inception) to June 30, 2025	F-60
Consolidated Statement of Changes in Stockholder’s Deficit for the period from June 13, 2025 (Inception) to June 30, 2025	F-61
Consolidated Statement of Cash Flows for the period from June 13, 2025 (Inception) to June 30, 2025	F-62
Notes to Consolidated Financial Statements	F-63

F-1

SILVERBOX CORP IV

CONDENSED BALANCE SHEETS

​	June 30, 2025 (Unaudited)			December 31, 2024
Assets	​	​	​	​	​	​
Current assets	​	​	​	​	​	​
Cash	​	$	279,366	​	$	819,362
Short-term prepaid insurance	​	​	104,890	​	​	104,890
Prepaid expenses	​	​	119,973	​	​	12,902
Total current assets	​	​	504,229	​	​	937,154
Long-term prepaid insurance	​	​	12,529	​	​	64,974
Investments held in Trust Account	​	​	208,952,965	​	​	204,654,638
Total Assets	​	$	209,469,723	​	$	205,656,766
Liabilities and Shareholders’ Deficit	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​
Accrued expenses	​	$	49,445	​	$	40,355
Accrued offering costs	​	​	—	​	​	85,000
Total current liabilities	​	​	49,445	​	​	125,355
Deferred legal fees	​	​	975,661	​	​	480,178
Deferred underwriting fee	​	​	10,300,000	​	​	10,300,000
Total Liabilities	​	​	11,325,106	​	​	10,905,533
Commitments and Contingencies (see Note 5)	​	​	​	​	​	​
Class A ordinary shares subject to possible redemption; 20,000,000 shares at redemption value of $10.45 and $10.23 per share as of June 30, 2025 and December 31, 2024, respectively	​	​	208,952,965	​	​	204,654,638
Shareholders’ Deficit	​	​	​	​	​	​
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2025 and December 31, 2024	​	​	—	​	​	—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 455,000 issued and outstanding (excluding 20,000,000 subject to possible redemption) as of June 30, 2025 and December 31, 2024	​	​	46	​	​	46
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024	​	​	500	​	​	500
Additional paid-in capital	​	​	—	​	​	—
Accumulated deficit	​	​	(10,808,894)	​	​	(9,903,951)
Total Shareholders’ Deficit	​	​	(10,808,348)	​	​	(9,903,405)
Total Liabilities and Shareholders’ Deficit	​	$	209,469,723	​	$	205,656,766

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-2

SILVERBOX CORP IV

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

​	For the Three Months Ended June 30, 2025			For the Six Months Ended June 30, 2025			For the Period from April 16, 2024 (Inception) Through June 30, 2024
General and administrative expenses	​	$	720,310	​	$	904,943	​	$	23,660
Loss from operations	​	​	(720,310)	​	​	(904,943)	​	​	(23,660)
Other income:	​	​	​	​	​	​	​	​	​
Interest earned on marketable securities held in Trust Account	​	​	2,182,900	​	​	4,298,327	​	​	—
Total other income, net	​	​	2,182,900	​	​	4,298,327	​	​	—
Net income (loss)	​	$	1,462,590	​	$	3,393,384	​	$	(23,660)
Basic and Diluted weighted average shares outstanding, redeemable and non-redeemable Class A ordinary shares	​	​	20,455,000	​	​	20,455,000	​	​	—
Basic and Diluted net income per share, redeemable and non-redeemable Class A ordinary shares	​	$	0.06	​	$	0.13	​	$	—
Basic and Diluted weighted average shares outstanding, Class B ordinary shares	​	​	5,000,000	​	​	5,000,000	​	​	5,000,000
Basic and Diluted net income (loss) per share, Class B ordinary shares	​	$	0.06	​	$	0.13	​	$	(0.00)

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-3

SILVERBOX CORP IV

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

​

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-in Capital

Accumulated Deficit

Total Shareholders’ Deficit

Shares

Amount

Shares

Amount

Balance – January 1, 2025

​

455,000

​

$

46

​

5,000,000

​

$

500

​

$

—

​

$

(9,903,951)

​

$

(9,903,405)

Accretion of Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,115,427)

​

​

(2,115,427)

Net income

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

1,930,794

​

​

1,930,794

Balance – March 31, 2025

​

455,000

​

​

46

​

5,000,000

​

​

500

​

​

—

​

​

(10,088,584)

​

​

(10,088,038)

Accretion of Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,182,900)

​

​

(2,182,900)

Net income

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

1,462,590

​

​

1,462,590

Balance – June 30, 2025

​

455,000

​

$

46

​

5,000,000

​

$

500

​

$

—

​

$

(10,808,894)

​

$

(10,808,348)

FOR THE PERIOD FROM APRIL 16, 2024 (INCEPTION) THROUGH JUNE 30, 2024

​	Class A Ordinary Shares					Class B Ordinary Shares					Additional Paid-in Capital			Accumulated Amount Deficit			Total Shareholder’s Equity
	Shares		Amount			Shares		Amount
Balance – April 16, 2024 (inception)	​	—	​	$	—	​	—	​	$	—	​	$	—	​	$	—	​	$	—
Issuance of Class B ordinary shares to Sponsor(1)	​	—	​	​	—	​	5,750,000	​	​	575	​	​	24,425	​	​	—	​	​	25,000
Net loss	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(23,660)	​	​	(23,660)
Balance – June 30, 2024	​	—	​	$	—	​	5,750,000	​	$	575	​	$	24,425	​	$	(23,660)	​	$	1,340

(1)

As of June 30, 2024, included up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (Note 4). The underwriters elected not to exercise the over-allotment option and the option expired, effective September 30, 2024.

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-4

SILVERBOX CORP IV

CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

​	For The Six Months Ended June 30, 2025			For The Period from April 16, 2024 (Inception) To June 30, 2024
Cash Flows from Operating Activities:	​	​	​	​	​	​
Net income (loss)	​	$	3,393,384	​	$	(23,660)
Adjustments to reconcile net income (loss) to net cash used in operating activities:	​	​	​	​	​	​
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	​	​	—	​	​	15,523
Interest earned on marketable securities held in Trust Account	​	​	(4,298,327)	​	​	—
Changes in operating assets and liabilities:	​	​	​	​	​	​
Prepaid expenses	​	​	(107,071)	​	​	—
Prepaid insurance	​	​	52,445	​	​	—
Deferred legal fees	​	​	495,483	​	​	—
Accounts payable and accrued expenses	​	​	9,090	​	​	—
Net cash used in operating activities	​	​	(454,996)	​	​	(8,137)
Cash Flows from Financing Activities:	​	​	​	​	​	​
Proceeds from promissory note – related party	​	​	—	​	​	109,239
Payments of deferred offering costs	​	​	(85,000)	​	​	(95,187)
Net cash (used in) provided by financing activities	​	​	(85,000)	​	​	14,052
Net Change in Cash	​	​	(539,996)	​	​	5,915
Cash – Beginning of period	​	​	819,362	​	​	—
Cash – End of period	​	$	279,366	​	$	5,915
Non-Cash investing and financing activities:	​	​	​	​	​	​
Deferred offering costs included in accrued offering costs	​	$	—	​	$	246,085
Payment of deferred offering costs by sponsor in exchange for issuance of Class B ordinary shares	​	$	—	​	$	9,477

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-5

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

NOTE 1.   DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SilverBox Corp IV (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on April 16, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

As of June 30, 2025, the Company had not commenced any operations. All activity for the period from April 16, 2024 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 15, 2024. On August 19, 2024, the Company consummated the Initial Public Offering of 20,000,000 units at $10.00 per unit (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 455,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described in Note 4.

Transaction costs amounted to $13,000,434, consisting of $1,700,000 of cash underwriting fee, $10,300,000 of deferred underwriting fee, $170,000 of expense reimbursement from the underwriters, and $1,170,434 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the Initial Public Offering, on August 19, 2024, an amount of $201,000,000 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with

F-6

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of (1) the Company’s completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate the initial Business Combination within the Completion Window from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if the Company has not completed an initial Business Combination within the Completion Window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, the initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a shareholders’ meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The shareholders will be entitled to redeem all or a portion of the Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, divided by the number of the outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.05 per Public Share.

The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets, after payment of the deferred underwriting commissions, of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 24 months from the closing of the Initial Public Offering to complete the initial Business Combination (the “Combination Period”). However, if the Company has not completed the initial Business Combination within the Combination Period or the Company does not otherwise seek shareholder approval to amend the amended and restated memorandum and articles of association to further extend the time to complete the initial Business Combination, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest, divided by the number of the outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

F-7

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

The Sponsor, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to (1) waive their redemption rights with respect to any Sponsor Shares and any Public Shares held by them in connection with the completion of the initial Business Combination; (2) waive their redemption rights with respect to any Sponsor Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate its initial Business Combination within the Combination Window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; (3) waive their rights to liquidating distributions from the Trust Account with respect to any Sponsor Shares they hold if the Company fails to complete its initial Business Combination within the Combination Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial business combination within the completion window) and (4) vote their Sponsor Shares and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934 would not be voted in favor of approving the Business Combination transaction).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act (as defined in Note 2). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity, Capital Resources and Going Concern

As of June 30, 2025, the Company had $279,366 in cash and working capital of $454,784.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

F-8

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying condensed financial statements are issued. Management plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

NOTE 2.   SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 13, 2025. The interim results for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth

F-9

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $279,366 and $819,362 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

As of June 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company’s investments are presented at fair value on the condensed balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the condensed statements of operations. As of June 30, 2025 and December 31, 2024, the Company did not withdraw any interest earned on the Trust Account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the option was not exercised at the Initial Public Offering. However, the underwriters elected not to exercise the over-allotment option and the option expired, effective September 30, 2024, and the over-allotment option liability was derecognized.

F-10

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

Fair Value Measurement

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants and after management’s evaluation they were accounted for under equity treatment.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” ​(“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those

F-11

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to possible redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at June 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:	​	​
Proceeds allocated to public warrants	​	(286,667)
Proceeds allocated to the over-allotment option	​	(306,504)
Class A ordinary shares issuance costs	​	(12,935,919)
Plus:	​	​
Accretion of carrying value to redemption value	​	18,183,728
Class A ordinary shares subject to possible redemption, December 31, 2024	​	204,654,638
Plus:	​	​
Accretion of carrying value to redemption value	​	2,115,427
Class A ordinary shares subject to possible redemption, March 31, 2025	​	206,770,065
Plus:	​	​
Accretion of carrying value to redemption value	​	2,182,900
Class A ordinary shares subject to possible redemption, June 30, 2025	$	208,952,965

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” ​(“ASC 480”), and ASC 815, “Derivatives and Hedging” ​(“ASC 815”).

F-12

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the net income (loss) of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 6,818,333 Class A ordinary shares in the aggregate. For the three and six months ended June 30, 2025, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

​

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2025

For the Period from April 16, 2024 (Inception) through June 30, 2024

Redeemable and non-redeemable Class A

Non- Redeemable Class B

Redeemable and non-redeemable Class A

Non- Redeemable Class B

Redeemable and non-redeemable Class A

Non- Redeemable Class B

Basic and diluted net income (loss) per ordinary share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Allocation of net income (loss), as adjusted

​

$

1,175,301

​

$

287,289

​

$

2,726,838

​

$

666,546

​

$

—

​

$

(23,660)

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding

​

​

20,455,000

​

​

5,000,000

​

​

20,455,000

​

​

5,000,000

​

​

—

​

​

5,000,000

Basic and diluted net income (loss) per ordinary share

​

$

0.06

​

$

0.06

​

$

0.13

​

$

0.13

​

$

—

​

$

(0.00)

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

F-13

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3.   INITIAL PUBLIC OFFERING

Public Units

Pursuant to the Initial Public Offering, on August 19, 2024, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors (including consideration of the market price) and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Sponsor Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day following the effective date of the registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue ordinary shares upon exercise of a warrant unless ordinary shares issuable upon such warrant exercise has been registered,

F-14

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants within specified time periods after the closing of the initial Business Combination, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of ordinary shares underlying such unit.

Redemption of Public Warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”), provided that a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-trading day measurement period.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” ​(as defined in the next sentence) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

NOTE 4.   RELATED PARTY TRANSACTIONS

Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($4,550,000 in the aggregate). Each Unit consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Twelve institutional investors (none of which are affiliated with any member of the Company’s management, the Sponsor or any other investor) (the “Sponsor Non-Managing Members”) purchased,

F-15

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

indirectly through the purchase of sponsor non-managing membership interests, an aggregate of 350,000 of the 455,000 Private Placement Units at a price of $10.00 per Unit ($3,500,000 in the aggregate) in the private placement that closed simultaneously with the closing of the Initial Public Offering.

Sponsor Shares

On April 18, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.007 per share, to cover certain of the Company’s expenses, for which the Company issued 3,450,000 Sponsor Shares. In May 2024, the Company effected a share split for which an additional 2,300,000 Class B ordinary shares were issued and the Sponsor now holds 5,750,000 Sponsor Shares. All share and per share data is retrospectively presented. Up to 750,000 of the Sponsor Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. As of September 30, 2024, the underwriters have elected not to exercise the over-allotment option and the option expired, and the 750,000 Sponsor Shares were forfeited, resulting in the Sponsor holding an aggregate of 5,000,000 Sponsor Shares.

Subject to each Sponsor Non-Managing Member purchasing, through the Sponsor, the Private Placement Units allocated to it in connection with the closing of the Initial Public Offering, the Sponsor will issue non-managing membership interests at a nominal purchase price to the Sponsor Non-Managing Members reflecting interests in an aggregate of 2,800,000 Sponsor Shares.

Promissory Note

On April 18, 2024, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. The Company repaid the outstanding balance of the note at the closing of the Initial Public Offering on August 19, 2024. Borrowings under the promissory note are no longer available.

Administrative Support Agreement

The Company entered into an agreement, commencing on August 15, 2024, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $15,000 per month for office space, secretarial, administrative and shared personnel support services. For the three and six months ended June 30, 2025, the Company incurred fees of $45,000 and $90,000, respectively, for these services, of which $75,000 was paid and $15,000 is included in accrued expenses on the unaudited condensed balance sheets at June 30, 2025. For the three months ended June 30, 2024 and for the period from April 16, 2024 (inception) through June 30, 2024, the Company did not incur any fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to

F-16

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

$2,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per units. The units and the underlying securities would be identical to the Private Placement Units. As of June 30, 2025 and December 31, 2024, there were no amounts outstanding under the Working Capital Loans.

NOTE 5.   COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from each of the ongoing Russia-Ukraine and Israel-Hamas conflicts, as well as recent developments to U.S. tariff policies. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions or the ongoing trade and tariff policy changes by the United States or other countries, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Registration Rights

The holders of the (i) Sponsor Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units, which will be issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Offering price less

F-17

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

the underwriting discounts and commissions. The underwriters have elected not to exercise the over-allotment option, and the option expired.

The underwriters were entitled to a cash underwriting discount of $1,700,000 or 0.85% of the gross proceeds of the units sold in the Initial Public Offering, which was paid on August 19, 2024, the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 5.15% of the gross proceeds of the Initial Public Offering held in the Trust Account, $10,300,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

SilverBox Securities LLC, an affiliate of the Sponsor (“SilverBox Securities”), acted as an independent financial advisor in connection with the Initial Public Offering. For financial advisory services provided by SilverBox Securities, the Company paid SilverBox Securities a fee in an amount equal to $170,000, which was reimbursed by the underwriters to the Company. In addition, SilverBox Securities is entitled to $2,030,000, which will be paid to SilverBox Securities upon the closing of the initial business combination.

Deferred Legal Fees

As of June 30, 2025 and December 31, 2024, the Company had a total of $975,661 and $480,178, respectively, of deferred legal fees, of which $322,178 is related to the Initial Public Offering, to be paid to the Company’s legal advisors upon consummation of the Business Combination, which is classified as a non-current liability in the accompanying condensed balance sheets as of June 30, 2025 and December 31, 2024.

NOTE 6.   SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At June 30, 2025 and December 31, 2024, there are 455,000 Class A ordinary shares issued and outstanding, excluding 20,000,000 Class A ordinary shares subject to possible redemption.

Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June 30, 2025 and December 31, 2024, there were 5,000,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

Prior to the consummation of the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors. Holders of the Class A ordinary shares will not be entitled to vote on the appointment or removal of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a majority of at least 90% of its ordinary shares voting at a shareholders’ meeting.

F-18

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

The Class B ordinary shares will automatically convert into Class A ordinary shares upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Sponsor Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Sponsor Shares will never occur on a less than one-for-one basis.

NOTE 7.   FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

At June 30, 2025, assets held in the Trust Account were comprised of $540 in cash and $208,952,425 in U.S. Treasury bills. At December 31, 2024, assets held in the Trust Account were comprised of $634 in cash and $204,654,004 in U.S. Treasury bills.

During the period from April 16, 2024 (inception) through June 30, 2025, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

​	Level		June 30, 2025			December 31, 2024
Assets:	​	​	​	​	​	​	​	​
Investments held in Trust Account	​	1	​	$	208,952,425	​	$	204,654,004

NOTE 8.   SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

F-19

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is reported on the condensed statements of operations as net income (loss). The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, included in net income (loss) and total assets, which include the following:

​	For the Three Months Ended June 30, 2025			For the Six Months Ended June 30, 2025			For the Period from April 16, 2024 (Inception) June 30, 2024
General and administrative expenses	​	$	720,310	​	$	904,943	​	$	23,660
Interest earned on investments held in Trust Account	​	$	2,182,900	​	$	4,298,327	​	$	—

​	As of June 30, 2025			As of December31, 2024
Cash	​	$	279,366	​	$	819,362
Investments held in Trust Account	​	$	208,952,965	​	$	204,654,638

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the condensed statements of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

NOTE 9.   SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than as described below that would have required adjustment or disclosure in the unaudited condensed financial statements.

On August 6, 2025, the Company, Pubco, SPAC Merger Sub, Parataxis Merger Sub, Parataxis, the Sponsor, solely for certain limited purposes as representative of the Company shareholders, and Edward Chin, solely for certain limited purposes as representative of the members of Parataxis, entered into the Business Combination Agreement.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (a) SPAC Merger Sub and Parataxis will consummate the SPAC Merger, and with each Parataxis Securityholder shareholder receiving one share of Pubco Class A Common Stock for each SPAC Class A Ordinary Share held by such shareholder in accordance with the terms of the Business Combination Agreement and (b) Parataxis Merger Sub will merge with and into Parataxis, with Parataxis continuing as the surviving entity (the “Parataxis Merger”, and together with the SPAC Merger, the “Mergers”), and with members of Parataxis receiving shares of Pubco Class A Common Stock (other than certain members of Parataxis who will receive shares of Pubco Class C Common Stock) in exchange for their units in Parataxis

F-20

SILVERBOX CORP IV

NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)

in accordance with the terms of the Business Combination Agreement. As a result of the Mergers, SPAC and Parataxis will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. Prior to the SPAC Merger, the Company will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation.

In conjunction with the proposed Business Combination, on August 6, 2025, the Company entered into an engagement letter with Santander US Capital Markets LLC to provide capital markets advisory services pursuant to which up to $10.3 million total fees will become due and payable upon the successful completion of the proposed Business Combination.

F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of
SilverBox Corp IV:

Opinion on the Financial Statements

We have audited the accompanying balance sheet of SilverBox Corp IV as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from April 16, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the period from April 16, 2024 (inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2024.

New York, New York
March 13, 2025

PCAOB ID: 100

F-22

SILVERBOX CORP IV

BALANCE SHEET
DECEMBER 31, 2024

Assets	​	​
Current assets	​	​
Cash	$	819,362
Short-term prepaid insurance	​	104,890
Prepaid expenses	​	12,902
Total current assets	​	937,154
Long-term prepaid insurance	​	64,974
Investments held in Trust Account	​	204,654,638
Total Assets	$	205,656,766
Liabilities and Shareholders’ Deficit	​	​
Current liabilities	​	​
Accrued expenses	$	40,355
Accrued offering costs	​	85,000
Total current liabilities	​	125,355
Deferred legal fees	​	480,178
Deferred underwriting fee	​	10,300,000
Total Liabilities	​	10,905,533
Commitments and Contingencies	​	​
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.23 per share	​	204,654,638
Shareholders’ Deficit:	​	​
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	​	—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 455,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption)	​	46
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding	​	500
Additional paid-in capital	​	—
Accumulated deficit	​	(9,903,951)
Total Shareholders’ Deficit	​	(9,903,405)
Total Liabilities and Shareholders’ Deficit	$	205,656,766

The accompanying notes are an integral part of this financial statement.

F-23

SILVERBOX CORP IV

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 16, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

General and administrative expenses	$	477,971
Loss from operations	​	(477,971)
Other income:	​	​
Change in fair value of over-allotment option liability	​	306,504
Interest earned on investments held in Trust Account	​	3,654,638
Total other income, net	​	3,961,142
Net income	$	3,483,171
Basic and diluted weighted average shares outstanding, redeemable and non-redeemable Class A ordinary shares	​	10,582,896
Basic and diluted net income per share, redeemable and non-redeemable Class A ordinary shares	$	0.22
Basic and diluted weighted average shares outstanding, Class B ordinary shares	​	4,961,390
Basic and diluted net income per share, Class B ordinary shares	$	0.22

The accompanying notes are an integral part of this financial statement.

F-24

SILVERBOX CORP IV

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE PERIOD FROM APRIL 16, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

​

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-in Capital

Accumulated Deficit

Total Shareholders’ Deficit

Shares

Amount

Shares

Amount

Balance – April 16, 2024 (inception)

​

—

​

$

—

​

—

​

$

—

​

$

—

​

$

—

​

$

—

Issuance of Class B ordinary shares to Sponsor

​

—

​

​

—

​

5,750,000

​

​

575

​

​

24,425

​

​

—

​

​

25,000

Sale of 455,000 private placement units

​

455,000

​

​

46

​

—

​

​

—

​

​

4,549,954

​

​

—

​

​

4,550,000

Fair value of public warrants at issuance

​

—

​

​

—

​

—

​

​

—

​

​

286,667

​

​

—

​

​

286,667

Allocated value of transaction costs to Class A shares

​

—

​

​

—

​

—

​

​

—

​

​

(64,515)

​

​

—

​

​

(64,515)

Forfeiture of Founder Shares

​

—

​

​

—

​

(750,000)

​

​

(75)

​

​

75

​

​

—

​

​

—

Accretion for Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

(4,796,606)

​

​

(13,387,122)

​

​

(18,183,728)

Net income

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

3,483,171

​

​

3,483,171

Balance – December 31, 2024

​

455,000

​

$

46

​

5,000,000

​

$

500

​

$

—

​

$

(9,903,951)

​

$

(9,903,405)

The accompanying notes are an integral part of this financial statement.

F-25

SILVERBOX CORP IV

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 16, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Cash Flows from Operating Activities:	​	​
Net income	$	3,483,171
Adjustments to reconcile net income to net cash used in operating activities:	​	​
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	​	15,524
Interest earned on investments held in Trust Account	​	(3,654,638)
Change in fair value of over-allotment option liability	​	(306,504)
Changes in operating assets and liabilities:	​	​
Prepaid expenses	​	(12,902)
Prepaid insurance	​	(169,864)
Deferred legal fees	​	158,001
Accrued expenses	​	40,355
Net cash used in operating activities	​	(446,857)
Cash Flows from Investing Activities:	​	​
Investment of cash into Trust Account	​	(201,000,000)
Net cash used in investing activities	​	(201,000,000)
Cash Flows from Financing Activities:	​	​
Proceeds from sale of Units, net of underwriting discounts paid	​	198,300,000
Proceeds from sale of private placement Units	​	4,550,000
Underwriters’ reimbursement	​	170,000
Proceeds from promissory note – related party	​	124,239
Repayment of promissory note – related party	​	(124,239)
Payment of offering costs	​	(753,781)
Net cash provided by financing activities	​	202,266,219
Net Change in Cash	​	819,362
Cash – Beginning of period	​	—
Cash – End of period	$	819,362
Noncash investing and financing activities:	​	​
Offering costs included in accrued offering costs	$	85,000
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	9,476
Deferred underwriting fee payable	$	10,300,000
Deferred legal fee payable	$	322,177
Forfeiture of Sponsor Shares	$	75

The accompanying notes are an integral part of this financial statement.

F-26

NOTE 1.   DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SilverBox Corp IV (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on April 16, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

As of December 31, 2024, the Company had not commenced any operations. 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 (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 15, 2024. On August 19, 2024, the Company consummated the Initial Public Offering of 20,000,000 units at $10.00 per unit (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 455,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described in Note 4.

Transaction costs amounted to $13,000,434, consisting of $1,700,000 of cash underwriting fee, $10,300,000 of deferred underwriting fee, $170,000 of expense reimbursement from the underwriters, and $1,170,434 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the Initial Public Offering, on August 19, 2024, an amount of $201,000,000 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of (1) the Company’s completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not

F-27

consummate the initial Business Combination within the Completion Window from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if the Company has not completed an initial Business Combination within the Completion Window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, the initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a shareholders’ meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The shareholders will be entitled to redeem all or a portion of the Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, divided by the number of the outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.05 per Public Share.

The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets, after payment of the deferred underwriting commissions, of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 24 months from the closing of the Initial Public Offering to complete the initial Business Combination (the “Combination Period”). However, if the Company has not completed the initial Business Combination within the Combination Period or the Company does not otherwise seek shareholder approval to amend the amended and restated memorandum and articles of association to further extend the time to complete the initial Business Combination, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest, divided by the number of the outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to (1) waive their redemption rights with respect to any Sponsor Shares and any Public Shares held by them in connection with the completion of the initial Business Combination; (2) waive their redemption rights with respect to any Sponsor Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate its initial Business Combination within the Combination Window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; (3) waive their rights to liquidating distributions from the Trust Account with respect to any Sponsor Shares they hold if the Company fails to complete its initial Business Combination within the Combination Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to

F-28

complete the initial business combination within the completion window) and (4) vote their Sponsor Shares and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934 would not be voted in favor of approving the Business Combination transaction).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act (as defined in Note 2). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

As of December 31, 2024, the Company had $819,362 in cash and working capital of $811,799. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” and through the consummation of the Initial Public Offering, as of December 31, 2024, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate an Initial Business Combination will be successful.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic

F-29

reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $819,362 in cash and no cash equivalents as of December 31, 2024.

Investments Held in Trust Account

As of December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company’s investments are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the statement of operations. As of December 31, 2024, the Company did not withdraw any interest earned on the Trust Account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments,

F-30

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the option was not exercised at the Initial Public Offering. However, the underwriters have elected not to exercise the over-allotment option and the option expired, effective December 31, 2024, and the over-allotment option liability was derecognized in the statement of operations.

Fair Value Measurement

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity, and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants and after management’s evaluation they were accounted for under equity treatment.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” ​(“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

F-31

to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:	​	​
Proceeds allocated to public warrants	​	(286,667)
Proceeds allocated to the over-allotment option	​	(306,504)
Class A ordinary shares issuance costs	​	(12,935,919)
Plus:	​	​
Accretion of carrying value to redemption value	​	18,183,728
Class A ordinary shares subject to possible redemption, December 31, 2024	$	204,654,638

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” ​(“ASC 480”), and ASC 815, “Derivatives and Hedging” ​(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

F-32

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the net income of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 6,818,333 Class A ordinary shares in the aggregate. For the period from April 16, 2024 (inception) through December 31, 2024, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented.

The following table reflects the calculation of basic and diluted net income per ordinary share:

​	For the Period from April 16, 2024 (Inception) Through December 31, 2024
​	Redeemable and Non-redeemable Class A			Class B
Basic and diluted net income per ordinary share:	​	​	​	​	​	​
Numerator:	​	​	​	​	​	​
Allocation of net income	​	$	2,371,420	​	$	1,111,751
Denominator:	​	​	​	​	​	​
Basic and diluted weighted average ordinary shares outstanding	​	​	10,582,896	​	​	4,961,390
Basic and diluted net income per ordinary share	​	$	0.22	​	$	0.22

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on April 16, 2024 (inception). The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and

F-33

simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of April 16, 2024 (inception). There was no effect to the Company’s presented financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 as required for the year ended December 31, 2024. The adoption requires the Company to provide additional disclosures, but otherwise it does not materially impact its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3.   INITIAL PUBLIC OFFERING

Public Units

Pursuant to the Initial Public Offering, on August 19, 2024, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day following the effective date of the registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share

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redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue ordinary shares upon exercise of a warrant unless ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants within specified time periods after the closing of the initial Business Combination, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of ordinary shares underlying such unit.

Redemption of Public Warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”), provided that a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-trading day measurement period.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” ​(as defined in the next sentence) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

NOTE 4.   RELATED PARTY TRANSACTIONS

Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($4,550,000 in the aggregate). Each Unit consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

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Twelve institutional investors (none of which are affiliated with any member of the Company’s management, the Sponsor or any other investor) (the “Sponsor Non-Managing Members”) purchased, indirectly through the purchase of sponsor non-managing membership interests, an aggregate of 350,000 of the 455,000 Private Placement Units at a price of $10.00 per Unit ($3,500,000 in the aggregate) in the private placement that closed simultaneously with the closing of the Initial Public Offering.

Sponsor Shares

On April 18, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.007 per share, to cover certain of the Company’s expenses, for which the Company issued 3,450,000 Sponsor Shares. In May 2024, the Company effected a share split for which an additional 2,300,000 Class B ordinary shares were issued and the Sponsor now holds 5,750,000 Sponsor Shares. All share and per share data is retrospectively presented. Up to 750,000 of the Sponsor Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. As of September 30, 2024, the underwriters have elected not to exercise the over-allotment option and the option expired, and the 750,000 Sponsor Shares were forfeited, resulting in the Sponsor holding an aggregate of 5,000,000 Sponsor Shares.

Subject to each Sponsor Non-Managing Member purchasing, through the Sponsor, the Private Placement Units allocated to it in connection with the closing of the Initial Public Offering, the Sponsor will issue non-managing membership interests at a nominal purchase price to the Sponsor Non-Managing Members reflecting interests in an aggregate of 2,800,000 Sponsor Shares.

Promissory Note

On April 18, 2024, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. The Company repaid the outstanding balance of the note at the closing of the Initial Public Offering on August 19, 2024. Borrowings under the promissory note are no longer available.

Administrative Support Agreement

The Company entered into an agreement, commencing on August 15, 2024, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $15,000 per month for office space, secretarial, administrative and shared personnel support services. As of December 31, 2024, there was $67,500 incurred and paid under the Administrative Support Agreement.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per units. The units and the underlying securities would be identical to the Private Placement Units. As of December 31, 2024, there were no amounts outstanding under the Working Capital Loans.

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NOTE 5.   COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Registration Rights

The holders of the (i) Sponsor Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units, which will be issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Offering price less the underwriting discounts and commissions. The underwriters have elected not to exercise the over-allotment option, and the option expired.

The underwriters were entitled to a cash underwriting discount of $1,700,000 or 0.85% of the gross proceeds of the units sold in the Initial Public Offering, which was paid on August 19, 2024, the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 5.15% of the gross proceeds of the Initial Public Offering held in the Trust Account, $10,300,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

SilverBox Securities LLC, an affiliate of the Sponsor (“SilverBox Securities”), acted as an independent financial advisor in connection with the Initial Public Offering. For financial advisory services provided by SilverBox Securities, the Company paid SilverBox Securities a fee in an amount equal to $170,000, which was

F-37

reimbursed by the underwriters to the Company. In addition, SilverBox Securities is entitled to $2,030,000, which will be paid to SilverBox Securities upon the closing of the initial business combination.

Deferred Legal Fees

As of December 31, 2024, the Company had a total of $480,178 of deferred legal fees, of which $322,178 is related to the Initial Public Offering, to be paid to the Company’s legal advisors upon consummation of the Business Combination, which is classified as a non-current liability in the accompanying balance sheet as of December 31, 2024.

NOTE 6.   SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2024, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2024, there are 455,000 Class A ordinary shares issued and outstanding, excluding 20,000,000 Class A ordinary shares subject to possible redemption.

Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2024, there were 5,000,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

Prior to the consummation of the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors. Holders of the Class A ordinary shares will not be entitled to vote on the appointment or removal of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a majority of at least 90% of its ordinary shares voting at a shareholders’ meeting.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Sponsor Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Sponsor Shares will never occur on a less than one-for-one basis.

NOTE 7.   FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

F-38

measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

At December 31, 2024, assets held in the Trust Account were comprised of $634 in cash and $204,654,004 in U.S. Treasury bills. During the period from April 16, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value at December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

​	Level		December 31, 2024
Assets:	​	​	​	​	​
Investments held in Trust Account	​	1	​	$	204,654,004

The fair value of Public Warrants was determined using a Monte Carlo model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

​	August 19, 2024
Underlying share price	​	$	9.98
Exercise price	​	$	11.50
Term (years)	​	​	6.51
Risk-free rate	​	​	3.77%
Volatility	​	​	9.0%
Market probability risk factor	​	​	3.0%

NOTE 8.   SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

​	For the Period from April 16, 2024 (Inception) Through December 31, 2024
General and administrative expenses	​	$	477,971
Interest earned on investments held in Trust Account	​	$	3,654,638

The key measures of segment profit or loss reviewed by the CODM are interest earned on the Trust Account and general and administrative expenses. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with

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the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

NOTE 9.   SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Report of Independent Registered Public Accounting Firm

To the Members and Board of Directors of
Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying combined and consolidated financial statements of Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary, which comprise the combined and consolidated balance sheet as of May 31, 2025, and the related combined and consolidated statements of operations, changes in members’ equity, and cash flows for the period from January 13, 2025 (Inception) through May 31, 2025, and the related notes to the combined and consolidated financial statements. In our opinion, the accompanying combined and consolidated financial statements present fairly, in all material respects, the financial position of Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary as of May 31, 2025, and the results of their operations and their cash flows for the period January 13, 2025 (Inception) through May 31, 2025 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

These combined and consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s combined and consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined and consolidated financial statements are free of material misstatement, whether due to error or fraud. Parataxis Labs LLC, Parataxis Labs Management LLC and Subsidiary are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the combined and consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined and consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined and consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2025.

New York, New York
September 2, 2025

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PARATAXIS LABS LLC, PARATAXIS LABS MANAGEMENT LLC AND SUBSIDIARY

COMBINED AND CONSOLIDATED BALANCE SHEET
MAY 31, 2025

Assets:	​	​
Cash and cash equivalents	$	3,808,871
Prepaid expenses and other current assets	​	87,385
Total assets	$	3,896,256
Liabilities, non-controlling interests and members’ equity:	​	​
Liabilities:	​	​
Accounts payable and other accrued liabilities – related party	$	163,345
Accounts payable and other accrued liabilities	​	9,684
Total liabilities	​	173,029
Commitments and contingencies (See Note 5)	​	​
Members’ equity (deficit):	​	​
Contributions, and accumulated income, net of accumulated distributions	​	3,723,227
Total members’ equity	​	3,723,227
Non-controlling interests		3,785,840
Total Parataxis Labs LLC and Parataxis Labs Management LLC Members’ Equity (Deficit)	​	(62,613)
Total liabilities, non-controlling interests and members’ equity	$	3,896,256

See accompanying notes to the combined and consolidated financial statements.

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PARATAXIS LABS LLC, PARATAXIS LABS MANAGEMENT LLC AND SUBSIDIARY

COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 13, 2025 (INCEPTION) THROUGH MAY 31, 2025

Expenses:	​	​
General and administrative expenses	$	91,901
Revenue share expense	​	6,128
Total expenses	​	98,029
Loss from operations	​	(98,029)
Other income (expense), net:	​	​
Interest income	​	16,256
Total other income, net	​	16,256
Net loss	​	(81,773)
Net loss attributable to non-controlling interests	​	(19,160)
Net loss attributable to Parataxis Labs LLC and Parataxis Labs Management LLC	$	(62,613)

See accompanying notes to the combined and consolidated financial statements.

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PARATAXIS LABS LLC, PARATAXIS LABS MANAGEMENT LLC AND SUBSIDIARY

COMBINED AND CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY
FOR THE PERIOD FROM JANUARY 13, 2025 (INCEPTION) THROUGH MAY 31, 2025

​

Contributions, and accumulated income, net of accumulated distributions

Total Parataxis Labs LLC and Parataxis Labs Management LLC Members’ Equity (Deficit)

Non-controlling interest in consolidated entities

Total members’ equity

Balance, January 13, 2025

​

$

—

​

$

—

​

$

—

​

$

—

Contributions from non-controlling interest

​

​

—

​

​

—

​

​

3,805,000

​

​

3,805,000

Net income (loss)

​

​

(62,613)

​

​

(62,613)

​

​

(19,160)

​

​

(81,773)

Balance, May 31, 2025

​

$

(62,613)