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 March 31, 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 May 8, 2024, there were 13,800,000 shares of Class A common stock, $0.0001 par value and 3,450,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.


		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (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 Regarding Market Risk		21
Item 4. Controls and Procedures		21
Part II. Other Information		22
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


	March 31, 2024		December 31, 2023
	(Unaudited)
Assets
Cash on hand	$	443,591	$	790,318
Prepaid expenses		63,750		63,417
Prepaid insurance		123,656		198,852
Total current assets		630,997		1,052,587

Marketable securities held in Trust Account		146,048,165		144,651,855
Total Assets	$	146,679,162	$	145,704,442

Liabilities and Stockholders’ Deficit
Accrued offering costs	$	248,400	$	333,400
Accounts payable and accrued expenses		495,997		679,027
Income taxes payable		565,573		524,190
Total current liabilities		1,309,970		1,536,617

Deferred underwriting fee payable		4,830,000		4,830,000
Total Liabilities		6,139,970		6,366,617

Commitments and Contingencies

Class A common stock subject to possible redemption, 13,800,000 shares at $10.53 and $10.42 per share redemption value as of March 31, 2024 and December 31, 2023, respectively		145,318,942		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; none issued and outstanding (excluding 13,800,000 shares subject to possible redemption) at March 31, 2024 and December 31, 2023		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		345		345
Additional paid-in capital		—		—
Accumulated deficit		(4,780,095)		(4,475,547)
Total Stockholders’ Deficit		(4,779,750)		(4,475,202)
Total Liabilities and Stockholders’ Deficit	$	146,679,162	$	145,704,442


	For the Three Months Ended March 31,
	2024		2023
Formation and operating costs	$	328,115	$	333,629
Loss from operations		(328,115)		(333,629)

Other income (expense):
Interest earned on marketable securities held in Trust Account		1,874,331		402,524
Unrealized (loss)/gain on marketable securities held in Trust Account		(3,466)		83,656
Total other income, net		1,870,865		486,180

Income before provision for income taxes		1,542,750		152,551
Provision for income taxes		(341,383)		(95,890)
Net income	$	1,201,367	$	56,661

Weighted average shares outstanding of Class A common stock		13,800,000		4,496,629
Basic and diluted net income per share, Class A common stock	$	0.07	$	0.01

Weighted average shares outstanding of Class B common stock		3,450,000		3,450,000
Basic and diluted net income per share, Class B common stock	$	0.07	$	0.01


	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)


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(1,062,600)
Common stock issuance costs		(8,274,234)
Plus:
Remeasurement of carrying value to redemption value		15,149,861
Class A Common stock subject to possible redemption, December 31, 2023	$	143,813,027
Plus:
Remeasurement of carrying value to redemption value		1,505,915
Class A Common stock subject to possible redemption, March 31, 2024	$	145,318,942


			March 31,		December 31,
Description	Level		2024		2023
Assets:
Marketable securities held in Trust Account		1	$	146,048,165	$	144,651,855


Exhibit Number	Title of Document	Notes
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	*
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	*


	For the Three Months Ended March 31,
	2024		2023
Cash Flows from Operating Activities:
Net income	$	1,201,367	$	56,661
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,874,331)		(402,524)
Unrealized (gain)/loss on marketable securities held in Trust Account		3,466		(83,656)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(333)		(23,967)
Short-term prepaid insurance		75,196		(300,785)
Long-term prepaid insurance		―		(123,656)
Accounts payable and accrued expenses		(183,030)		172,066
Income taxes payable		41,383		95,890
Net cash used in operating activities		(736,282)		(609,971)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		―		(139,380,000)
Cash withdrawn from Trust Account to pay franchise and income taxes		474,555		―
Net cash provided by (used in) investing activities		474,555		(139,380,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		―		135,516,000
Proceeds from sale of private placement warrants		―		6,390,000
Proceeds from promissory note – related party		―		65,000
Repayment of promissory note – related party		―		(279,493)
Payment of accrued offering costs		(85,000)		(516,838)
Net cash (used in) provided by financing activities		(85,000)		141,174,669

Net Change in Cash		(346,727)		1,184,698
Cash – Beginning of period		790,318		12,560
Cash – End of period	$	443,591	$	1,197,258

Supplemental cash flow information:
Cash paid for income taxes	$	300,000	$	―

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	―	$	113,990
Accretion of Class A common stock to redemption value	$	1,505,915	$	10,976,807
Deferred underwriting fee payable	$	―	$	4,830,000

SEC Form 10-Q filed by SilverBox Corp III