SBXDF 10-K & 10-Q changes, risk factors and insider trading

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 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.

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.

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.

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 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.

Neither SilverBox nor the SilverBox shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Business Combination in the event that any of the representations and warranties in the Business Combination Agreement made by Parataxis, Pubco, the Merger Subs, or the Seller Representative or any other party thereto ultimately proves to be inaccurate or incorrect.

Most of the representations and warranties made by Parataxis, Pubco, the Merger Subs, or the Seller Representative to each other in the Business Combination Agreement will not survive the Closing. As a result, SilverBox and the SilverBox shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Business Combination if any of these representation or warranty in the Business Combination Agreement made by Parataxis, Pubco, the Merger Subs, and the Seller Representative proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, SilverBox and the SilverBox shareholders would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

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.

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 contained in the Proxy Statement/Prospectus) 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 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. 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.

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 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 of the Business Combination 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 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 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 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 2026 Equity Incentive Plan or proposed Employee Stock Purchase Plan, 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 of the Business Combination.

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:

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 December 31, 2025, there was approximately $213.3 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.

The fairness opinion obtained by the SilverBox board of directors from Newbridge will not reflect changes in circumstances subsequent to the date of Business Combination Agreement, or any amendments to the Business Combination Agreement, and was based on estimates and assumptions at the date of such opinion.

The SilverBox board of directors has obtained a fairness opinion, dated as of August 6, 2025, attached to our proxy statement/prospectus as Annex G (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 earnout shares, from a financial point of view, at the time the Business Combination is completed.

Pubco’s business and operations could be negatively affected if Pubco becomes subject to any securities litigation or stockholder activism, which could cause Pubco to incur significant expense, hinder execution of business and growth strategy and impact Pubco’s stock price.

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. Pubco may also be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, Pubco’s 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 units for $10.00 per unit upon the closing of the Initial Public Offering. 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 Initial Public Offering the proceeds held in the Trust Account were initially equal to approximately $10.05 per share, and as of December 31, 2025 were equal to approximately $10.58 per share. Following the closing of the Business Combination, 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 Initial Public Offering.

Recent Developments

On August 6, 2025, the Company, 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 (“Parataxis Merger Sub”), Parataxis Holdings LLC, a Delaware limited liability company (“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 a business combination agreement (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 the Company, with the Company continuing as the surviving company (the “SPAC Merger”), and with each Company shareholder receiving one share of Pubco Class A common stock (“Pubco Class A 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 Stock (other than certain members of Parataxis who will receive shares of Pubco Class C common stock (“Pubco Class C Stock”)) in exchange for their units in Parataxis 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.

On December 4, 2025, an affiliate of the Company, SBXE closed on its $276 million initial public offering. SBXE is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Members of our management team and Founder Group also became officers and directors of SBXE. As a result, members of our management team and Founder Group, could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. 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 business combination opportunity to such entities. Each of our officers owes fiduciary duties to SBXD Accordingly, if any of our 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, including SBXD, 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 (including as described above). 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. On August 6, 2025, SBXD announced that it had entered into the Business Combination Agreement with Parataxis Holdings, no assurances can be made that the proposed transaction will be consummated. As a result, if the business combination does not occur, there is a material conflict of interest between SBXE and our company as we and SBXE are both engaged in the business of engaging in business combinations. Other than SBXE, because the other entities to which our officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that the fiduciary, contractual or other obligations duties of our officers or directors will materially affect our ability to complete our initial business combination. In addition, there are no contractual agreements between us, SBXE, our sponsor or our Founder Group regarding allocation of opportunities among us and SBXE. To the extent that our sponsor, our Founder Group or any other entity affiliated with our sponsor becomes aware of a potential acquisition opportunity, such entity has complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination. We expect that a determination will be made as to whether us or SBXE would be presented with the opportunity, if at all, based on the circumstances of the particular situation, including but not limited to the relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional financings, amount of time required to complete a business combination, and the relevant experience of the directors and officers involved with a particular blank check company.

For the year ended December 31, 2025, we had a net income $5,715,932, which consisted of interest earned on investments held in the Trust Account of $8,692,532, offset by general and administrative costs of $2,923,600 and Compensation Expense of $53,000.

For the year ended December 31, 2025, cash used in operating activities was $988,431. Net income of $5,715,932 was affected by interest earned on investments held in the Trust Account of $8,692,532 and compensation expense of $53,000. Changes in operating assets and liabilities used $1,935,169 of cash for operating activities.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 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.

Additionally, if a business combination is not consummated by the end of the Combination Period, currently August 19, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company. 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’s liquidity condition and mandatory liquidation within one year of the issuance of these financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a business combination. However, there can be no assurance that the Company will be able to consummate any business combination by the end of the Combination Period.

Parataxis Business Combination

On August 4, 2026, the parties to the Business Combination Agreement entered into the Second Amendment to the Business Combination Agreement (the “Second Amendment”), which amends the Business Combination Agreement to extend the outside date from August 6, 2026 to December 31, 2026. The Second Amendment also provides that, if we seek and receive an extension of the deadline by which it must consummate our initial Business Combination, our company and Parataxis may each, by written notice, further extend the outside date by a period equal to the shorter of (i) the period ending on the last day of such extension and (ii) such period as mutually agreed upon by the parties.

Extraordinary General Meeting and Approval of Extension

On August 11, 2026, we convened an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) at which shareholders were asked to vote on, among other things, (i) a proposal to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate a business combination from August 19, 2026 to April 15, 2027 (the “Extension Amendment Proposal”), and (ii) a proposal to eliminate the limitation that we may not redeem Public Shares to the extent that such redemption would result in our having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). At the Extraordinary General Meeting, holders of 21,395,701 of our ordinary shares, representing approximately 84.05% of the ordinary shares outstanding and entitled to vote as of the record date, were represented in person or by proxy, constituting a quorum for the transaction of business at such meeting. Our shareholders approved the Extension Amendment Proposal which received 18,578,574 votes in favor, 2,817,127 votes against and no abstentions. Our shareholders also approved the Redemption Limitation Amendment Proposal which received 18,867,120 votes in favor, 2,528,581 votes against and no abstentions. As there were sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Proposal, the Adjournment Proposal was not presented to shareholders. In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, holders of approximately 19.0 million Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.85 per share, based on the amount in the Trust Account as of June 30, 2026, for an aggregate redemption amount of approximately $206.6 million, leaving approximately $10.5 million in the Trust Account.

Amendment to Amended and Restated Memorandum and Articles of Association

As the shareholders of our company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extraordinary General Meeting, on August 11, 2026, we filed the amendments to the our amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands, effective August 11, 2026.

Conversion of Founder Shares

On August 12, 2026, the Sponsor, holding all of the issued and outstanding Class B ordinary shares, elected to convert all of their Class B ordinary shares into Class A ordinary shares, par value $0.0001 per share, of our company, on a one-for-one basis, in accordance with the amended and restated memorandum and articles of association of our company (the “Conversion”). As a result, 4,999,999 Class B ordinary shares were cancelled and 4,999,999 Class A ordinary shares were issued to the Sponsor. The Sponsor agreed that all of the terms and conditions applicable to the Class B ordinary shares set forth in the Letter Agreement, dated August 15, 2024, by and among we, the Sponsor and our officers and directors (the “Letter Agreement”), including the voting agreement, transfer restrictions and the waiver of any right, title, interest or claim in or to any monies held in the trust account, shall continue to apply to the Class A ordinary shares into which the Founder Shares were converted. Following the Conversion, we had approximately 6,422,333 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding.

For the six months ended June 30, 2026, we had a net income $3,029,737, which consisted of interest earned on investments held in Trust Account of $3,787,058, partially offset by general and administrative costs of $757,321.

For the six months ended June 30, 2025, we 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.