SBXD

How will the combined entity’s capital structure change after the merger?

Created August 06, 2025 at 08:40 PM

Answer

The merger between Parataxis Holdings LLC and the SPAC SilverBox Corp IV (ticker SBXD) will create a single, publicly‑traded company whose capital structure is the result of blending the two pre‑merger balance‑sheets. Because the press release only announces that a definitive business‑combination agreement has been signed and does not disclose the exact terms (e.g., the exchange ratio, cash consideration, or any new securities that will be issued), the answer must describe the typical mechanics of a SPAC‑type transaction and explain what is known from the filing, while clearly noting that the precise numbers will be confirmed later in the merger‑closing documents (e.g., the Form S‑4, the prospectus and the post‑merger capital‑structure table).

Below is a step‑by‑step outline of how the combined entity’s capital structure is expected to be reshaped after the merger, based on standard SPAC practice and the information that is publicly available today.

1. What is being combined?

Pre‑merger entity	Current capital structure
SilverBox Corp IV (SBXD) – a publicly listed SPAC	• 100 % of the SPAC’s equity is represented by Class A common shares (the “SPAC shares”) that are already listed on NYSE under the ticker SBXD. • The SPAC holds trust‑account cash (typically $10 million per unit) that is released to the target at closing. • Existing public‑shareholders may also hold SPAC warrants (e.g., “0.5 W‑2” warrants) that can be exercised for additional shares after the business combination.
Parataxis Holdings LLC (the “Target”) – a private, institutional digital‑asset‑management platform	• Capital is held by the Founders/Management and possibly private‑equity investors in the form of LLC membership interests (or, if previously converted, ordinary shares). • No publicly‑traded securities exist at this point.

Pre‑merger entity

Current capital structure

SilverBox Corp IV (SBXD) – a publicly listed SPAC

• 100 % of the SPAC’s equity is represented by Class A common shares (the “SPAC shares”) that are already listed on NYSE under the ticker SBXD.
• The SPAC holds trust‑account cash (typically $10 million per unit) that is released to the target at closing.
• Existing public‑shareholders may also hold SPAC warrants (e.g., “0.5 W‑2” warrants) that can be exercised for additional shares after the business combination.

Parataxis Holdings LLC (the “Target”) – a private, institutional digital‑asset‑management platform

• Capital is held by the Founders/Management and possibly private‑equity investors in the form of LLC membership interests (or, if previously converted, ordinary shares).
• No publicly‑traded securities exist at this point.

2. Core mechanics of the merger

Step	What happens	Resulting effect on capital structure
a. SPAC trust‑funds are released	The $‑trust cash (usually $10 million per unit) is transferred to Parataxis at closing.	The combined company receives new cash assets that become part of its balance sheet and increase the equity base (i.e., the “cash‑in‑hand” component of the post‑merger capital structure).
b. Exchange of ownership	Parataxis’s owners (founders, management, private‑equity backers) receive newly‑issued common shares of the combined company in exchange for their LLC interests. The exact share‑exchange ratio is set in the definitive agreement and will be disclosed in the merger‑closing filing.	The combined entity’s equity will now consist of: • SPAC‑shareholders’ original Class A common shares (now representing the SPAC side of the equity). • Newly‑issued common shares issued to Parataxis’s owners, expanding the total share count.
c. Possible cash consideration	In many SPAC deals, the target’s owners also receive a cash payout (e.g., a portion of the trust cash) in addition to shares. The press release does not confirm whether Parataxis will receive cash, but if it does, that cash will be a liability (cash outflow) at closing and will reduce the net cash contributed to the combined balance sheet.	The net equity contributed by the target will be a mix of cash and share‑based consideration.
d. Treatment of SPAC warrants	Existing SPAC warrant holders retain the right to exercise their warrants for additional shares after the merger (often at a pre‑set price). The warrants may be renounced, cancelled, or re‑priced as part of the merger documentation.	If the warrants remain outstanding, they will represent a potential future dilution of the combined‑entity’s equity. The post‑merger capital‑structure table will therefore list: • Outstanding common shares (SPAC + target). • Outstanding warrants (potentially convertible).
e. New ticker and corporate identity	Upon completion, the combined company will re‑list (or continue to trade) under a new ticker that reflects the merged business (often the SPAC’s ticker is retained until a name change is filed).	The public‑market representation of equity will be consolidated under a single ticker, simplifying the capital‑structure reporting for investors.

3. Expected shape of the post‑merger capital structure

Component	Description
Common equity	1. Class A common shares originally issued by SBXD (now representing the “public‑float” of the combined company). 2. Newly‑issued common shares issued to Parataxis’s founders, management and any private‑equity investors in exchange for their LLC interests. The total number of shares will be the sum of the two groups, adjusted for any share‑exchange ratio.
Cash (trust‑funds)	The SPAC’s trust cash (e.g., $10 million × units) will be added to the combined balance sheet, increasing the cash‑and‑equivalents line of equity.
Warrants	Existing SPAC warrants (e.g., “0.5 W‑2”) will remain outstanding unless cancelled. They give holders the right to convert into additional common shares at a predetermined price, creating a potential dilution that will be reflected in the “diluted‑shares‑outstanding” count.
Debt / Liabilities	If the merger includes any cash‑out to the target (e.g., a cash payout to founders), that cash will be recorded as a liability at the moment of the transaction and will be offset against the cash contributed from the SPAC trust. No other debt is mentioned in the release.
Equity ownership percentages	After the merger, the ownership split will be: • SPAC public shareholders – proportionate to the number of SPAC shares they retain relative to the total post‑merger shares. • Parataxis’s former owners – proportionate to the number of new shares they receive. The exact percentages will be disclosed in the post‑merger capital‑structure table (e.g., “Founders will own ~X % of the combined company”).

4. What still needs to be confirmed

Item	Where the final details will appear
Exact share‑exchange ratio (e.g., 1 SBXD share = Y Parataxis shares)	In the Form S‑4 merger proxy statement and the prospectus filed with the SEC.
Cash consideration to Parataxis’s owners (if any)	Same SEC filings; also disclosed in the press release once the definitive terms are finalized.
Treatment of SPAC warrants (cancellation, conversion, or retention)	In the merger agreement and the post‑merger capital‑structure table.
New ticker and corporate name	In a Form 8‑K filing and subsequent NYSE/NASDAQ listing notice.
Post‑merger equity percentages (e.g., % owned by public shareholders vs. founders)	In the post‑merger capital‑structure table that will be published with the closing‑related SEC filings.

5. Bottom‑line summary

The combined entity will be a publicly‑traded company that inherits the SPAC’s existing Class A common shares and adds a new block of common shares issued to Parataxis’s owners.
The SPAC’s trust cash will be transferred to the combined balance sheet, providing a cash cushion for the newly‑formed digital‑asset‑management platform.
Warrants issued by the SPAC will likely remain outstanding, representing a potential source of future dilution.
The exact ownership split and total share count will be determined by the definitive merger terms (share‑exchange ratio, any cash payout, and warrant treatment) and will be disclosed in the SEC merger filings that follow this announcement.

Until those filings are made public, the capital‑structure changes can be described only in the qualitative framework above. Once the Form S‑4 and related closing documents are released, investors will be able to see the precise numbers (total shares outstanding, % ownership of each party, cash contributed, and any remaining warrants).