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: 001-42214

SILVERBOX CORP IV

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(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)		(Zip Code)

(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 Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	SBXD.U	New York Stock Exchange LLC
Class A ordinary shares included as part of the units	SBXD	New York Stock Exchange LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SBXD WS	New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 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 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 11, 2024, there were 20,455,000 Class A ordinary shares, $0.0001 par value and 5,000,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheet as of September 30, 2024 (Unaudited)		1
Condensed Statements of Operations for the Three Months Ended September 30, 2024 and for the Period from April 16, 2024 (Inception) Through September 30, 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2024 and for the Period from April 16, 2024 (Inception) Through September 30, 2024 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from April 16, 2024 (Inception) Through September 30, 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23
Part III. Signatures		24


Assets
Current assets
Cash	$	952,134
Short-term prepaid insurance		104,890
Prepaid expenses		22,233
Total current assets		1,079,257
Long-term prepaid insurance		91,196
Investments held in Trust Account		202,266,313
Total Assets	$	203,436,766
Liabilities and Shareholders' Deficit
Current liabilities
Accrued expenses	$	67,301
Accrued offering costs		85,000
Total current liabilities		152,301
Deferred legal fees		357,915
Deferred underwriting fee		10,300,000
Total Liabilities		10,810,216
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.11 per share		202,266,313
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		(9,640,309)
Total Shareholders’ Deficit		(9,639,763)
Total Liabilities and Shareholders’ Deficit	$	203,436,766


			For the Period from
	For the		April 16, 2024
	Three Months		(Inception)
	Ended		Through
	September 30, 2024		September 30, 2024
General and administrative expenses	$	190,669	$	214,329
Loss from operations		(190,669)		(214,329)
Other income:
Change in fair value of over-allotment option liability		306,504		306,504
Interest earned on investments held in Trust Account		1,266,313		1,266,313
Total other income, net		1,572,817		1,572,817
Net income	$	1,382,148	$	1,358,488

Basic and diluted weighted average shares outstanding, Class A ordinary shares		9,440,769		5,144,371
Basic and diluted net income per share, Class A ordinary shares	$	0.10	$	0.13

Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,000,000		4,940,120
Basic and diluted net income per share, Class B ordinary shares	$	0.10	$	0.13


							Additional				Total
	Class A Ordinary Shares			Class B Ordinary Shares			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – April 16, 2024 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	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
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)		(10,998,797)		(15,795,403)
Net income	—		—	—		—		—		1,382,148		1,382,148
Balance – September 30, 2024	455,000	$	46	5,000,000	$	500	$	—	$	(9,640,309)	$	(9,639,763)


Cash Flows from Operating Activities:
Net income	$	1,358,488
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		(1,266,313)
Change in fair value of over-allotment option liability		(306,504)
Changes in operating assets and liabilities:
Prepaid expenses		(22,233)
Prepaid insurance		(196,086)
Deferred legal fees		35,738
Accrued expenses		67,301
Net cash used in operating activities		(314,085)

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		952,134
Cash – Beginning of period		—
Cash – End of period	$	952,134
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 Founder Shares	$	75

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		15,795,403
Class A ordinary shares subject to possible redemption, September 30, 2024	$	202,266,313


					For the Period from April
	For the Three Months				16, 2024 (Inception)
	Ended September 30,				Through September 30,
	2024				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	903,590	$	478,558	$	693,001	$	665,487
Denominator:
Basic and diluted weighted average ordinary shares outstanding		9,440,769		5,000,000		5,144,371		4,940,120
Basic and diluted net income per ordinary share	$	0.10	$	0.10	$	0.13	$	0.13


		September 30,
	Level	2024
Assets:
Investments held in Trust Account	1	$	202,265,386
Equity:
Fair value of public warrants for Class A ordinary shares subject to possible redemption allocation	3	$	286,667

	August 19,
	2024
Underlying stock 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	%

No.		Description of Exhibit
1.1		Underwriting Agreement, dated August 15 2024, between the Company and Santander US Capital Markets USA LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
4.1		Public Warrant Agreement, dated August 15, 2024, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
4.2		Private Warrant Agreement, dated August 15, 2024, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.2 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
10.1		Private Placement Units Purchase Agreement, dated August 15, 2024, between the Company and SilverBox Corp IV (incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
10.2		Investment Management Trust Account Agreement, dated August 15, 2024, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
10.3		Registration Rights Agreement, dated August 15, 2024, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.3 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
10.4		Letter Agreement, dated August 15, 2024, among the Company, the Sponsor, certain investors in the Sponsor and each of the initial shareholders, directors and officers of the Company (incorporated by reference to Exhibit 10.4 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
10.5		Administrative Services Agreement, dated August 15, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
10.6		Form of Indemnification Agreement between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 on the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	SILVERBOX CORP IV

Date: November 12, 2024	By:	/s/ Stephen Kadenacy
	Name:	Stephen Kadenacy
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: November 12, 2024	By:	/s/ Daniel E. Esters
	Name:	Daniel E. Esters
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by SilverBox Corp IV