UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41632

SILVERBOX CORP III

(Exact Name of Registrant as Specified in Its Charter)



Delaware		86-2754279
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1250 S. Capital of Texas Highway

Building 2, Suite 285

Austin, TX 78746

(Address of principal executive offices)

(512) 575-3637

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one- third of one redeemable warrant	SBXCU	New York Stock Exchange
Class A common stock, par value $0.0001 per share	SBXC	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SBXC WS	New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2024, there were 7,230,300 shares of Class A common stock, $0.0001 par value and 0 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

SILVERBOX CORP III

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information		24
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		25
Part III. Signatures		26

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements

SILVERBOX CORP III

CONDENSED BALANCE SHEETS


	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Cash on hand	$	184,174	$	790,318
Cash - restricted		134,246		—
Prepaid expenses		23,750		63,417
Prepaid insurance		—		198,852
Prepaid income taxes		47,284		—
Total current assets		389,454		1,052,587

Marketable securities held in Trust Account		40,751,549		144,651,855
Total Assets	$	41,141,003	$	145,704,442

Liabilities and Stockholders’ Deficit
Accrued offering costs	$	248,400	$	333,400
Accounts payable and accrued expenses		877,800		679,027
Excise tax payable		1,073,971		—
Convertible promissory note - related party		189,015		—
Income taxes payable		—		524,190
Total current liabilities		2,389,186		1,536,617

Deferred underwriting fee payable		4,830,000		4,830,000
Total Liabilities		7,219,186		6,366,617

Commitments and Contingencies

Class A common stock subject to possible redemption, 3,780,300 and 13,800,000 shares at $10.72 and $10.42 per share redemption value as of September 30, 2024 and December 31, 2023, respectively		40,535,183		143,813,027

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,450,000 and 0 shares issued and outstanding (excluding 3,780,300 and 13,800,000 shares subject to possible redemption) at September 30, 2024 and December 31, 2023, respectively		345		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 and 3,450,000 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		—		345
Additional paid-in capital		—		—
Accumulated deficit		(6,613,711)		(4,475,547)
Total Stockholders’ Deficit		(6,613,366)		(4,475,202)
Total Liabilities and Stockholders’ Deficit	$	41,141,003	$	145,704,442

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

SILVERBOX CORP III

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating costs	$	521,774	$	275,991	$	1,138,297	$	898,670
Loss from operations		(521,774)		(275,991)		(1,138,297)		(898,670)

Other income, net:
Interest earned on marketable securities held in Trust Account		1,423,400		1,888,100		5,210,147		4,001,782
Unrealized (loss) gain on marketable securities held in Trust Account		(3,802)		(51,242)		—		14,515
Total other income, net		1,419,598		1,836,858		5,210,147		4,016,297

Income before provision for income taxes		897,824		1,560,867		4,071,850		3,117,627
Provision for income taxes		(287,616)		(367,455)		(1,016,772)		(808,430)
Net income	$	610,208	$	1,193,412	$	3,055,078	$	2,309,197

Weighted average shares outstanding of Class A common stock		11,307,475		13,800,000		12,969,158		10,755,882
Basic and diluted net income per share, Class A common stock	$	0.05	$	0.07	$	0.19	$	0.16

Weighted average shares outstanding of Class B common stock		2,198,901		3,450,000		3,032,967		3,450,000
Basic and diluted net income per share, Class B common stock	$	0.05	$	0.07	$	0.19	$	0.16

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

SILVERBOX CORP III

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2024	—	$	—	3,450,000	$	345	$	—	$	(4,475,547)	$	(4,475,202)

Accretion for Class A common stock to redemption amount	—		—	—		—		—		(1,505,915)		(1,505,915)

Net income	—		—	—		—		—		1,201,367		1,201,367

Balance — March 31, 2024	—		—	3,450,000		345		—		(4,780,095)		(4,779,750)

Accretion for Class A common stock to redemption amount	—		—	—

SEC Form 10-Q filed by SilverBox Corp III