ADDED
As of March 19, 2026 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.
On August 19, 2024, we consummated an initial public offering of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000 ( Initial Public Offering ).
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 (collectively, the Business Combination ).
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.
Contemporaneously with the execution of the Business Combination Agreement, Parataxis and Pubco entered into the SEPA with Yorkville Advisors 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 million of Pubco Class A 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.
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.
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).
REMOVED
As of March 13, 2025 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.
On August 19, 2034, we consummated an initial public offering of 20,000,000 units at $10.00 per unit (the Units ), generating gross proceeds of $200,000,000 ( Initial Public Offering ).
We believe we have a deep and broad network of relationships and sector expertise to source and evaluate potential transactions, enhancing our ability to position us as a partner of choice with potential target companies.
The extensive investing track record and operational experience of the management team, including significant public company executive and board experience are expected to enhance our credibility with prospective investors, and will allow us to be a value-added partner to the management team and stakeholders following an initial business combination.
We believe our extensive M A and capital markets experience, including SPAC experience, will enable us to successfully execute an initial business combination transaction.
We may pursue an initial business combination in any business or industry but intend to focus our search on a target business in an industry where we believe the expertise of our management team will provide us with a competitive advantage in completing a successful initial business combination.
We intend to seek to acquire one or more businesses with an aggregate enterprise value in excess of $750 million, determined in the sole discretion of our officers and directors according to reasonably acceptable valuation standards and methodologies, although a target entity with a smaller or larger enterprise value may be considered.
Business Strategy Our objectives are to generate attractive returns for shareholders and enhance value through completing an initial business combination with a high-quality merger target at an attractive valuation with favorable terms for our shareholders and (2) enhancing operational performance through our team s experience and by leveraging our expertise and the expertise of our network.
These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.
Facilities We currently maintain our executive offices at 1250 S.