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 June 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 August 7, 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.

Table of Contents

SILVERBOX CORP III

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

TABLE OF CONTENTS


		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 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

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements

SILVERBOX CORP III

CONDENSED BALANCE SHEETS


	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Cash on hand	$	328,320	$	790,318
Prepaid expenses		47,500		63,417
Prepaid insurance		48,460		198,852
Prepaid income taxes		64,900		—
Total current assets		489,180		1,052,587

Marketable securities held in Trust Account		146,944,297		144,651,855
Total Assets	$	147,433,477	$	145,704,442

Liabilities and Stockholders’ Deficit
Accrued offering costs	$	248,400	$	333,400
Accounts payable and accrued expenses		572,382		679,027
Income taxes payable		—		524,190
Total current liabilities		820,782		1,536,617

Deferred underwriting fee payable		4,830,000		4,830,000
Total Liabilities		5,650,782		6,366,617

Commitments and Contingencies

Class A common stock subject to possible redemption, 13,800,000 shares at $10.64 and $10.42 per share redemption value as of June 30, 2024 and December 31, 2023, respectively		146,795,547		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 June 30, 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 June 30, 2024 and December 31, 2023		345		345
Additional paid-in capital		—		—
Accumulated deficit		(5,013,197)		(4,475,547)
Total Stockholders’ Deficit		(5,012,852)		(4,475,202)
Total Liabilities and Stockholders’ Deficit	$	147,433,477	$	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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating costs	$	288,408	$	289,050	$	616,523	$	622,679
Loss from operations		(288,408)		(289,050)		(616,523)		(622,679)

Other income, net:
Interest earned on marketable securities held in Trust Account		1,912,416		1,711,158		3,786,747		2,113,682
Unrealized gain (loss) on marketable securities held in Trust Account		7,268		(17,899)		3,802		65,757
Total other income, net		1,919,684		1,693,259		3,790,549		2,179,439

Income before provision for income taxes		1,631,276		1,404,209		3,174,026		1,556,760
Provision for income taxes		(387,773)		(345,085)		(729,156)		(440,975)
Net income	$	1,243,503	$	1,059,124	$	2,444,870	$	1,115,785

Weighted average shares outstanding of Class A common stock		13,800,000		13,800,000		13,800,000		9,200,000
Basic and diluted net income per share, Class A common stock	$	0.07	$	0.06	$	0.14	$	0.09

Weighted average shares outstanding of Class B common stock		3,450,000		3,450,000		3,450,000		3,450,000
Basic and diluted net income per share, Class B common stock	$	0.07	$	0.06	$	0.14	$	0.09

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 SIX MONTHS ENDED JUNE 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	—		—	—		—		—		(1,476,605)		(1,476,605)

Net income	—		—	—		—		—		1,243,503		1,243,503

Balance — June 30, 2024	—	$	—	3,450,000	$	345	$	—	$	(5,013,197)	$	(5,012,852)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance — January 1, 2023	—	$	—	3,450,000	$	345	$	24,655	$	(11,745)	$	13,255

Sale of 4,260,000 private placement warrants	—		—	—		—		6,390,000		—		6,390,000

Fair value of public warrants at issuance	—		—	—		—		1,062,600		—		1,062,600

Allocated value of transaction costs to Class A common stocks	—		—	—		—		(111,642)		—		(111,642)

Accretion for Class A common stock to redemption amount	—		—	—		—		(7,365,613)		(3,611,194)		(10,976,807)

Net income	—		—	—		—		—		56,661		56,661

Balance — March 31, 2023	—		—	3,450,000		345		—		(3,566,278)		(3,565,933)

Accretion for Class A common stock to redemption amount	—		—	—		—		—		(1,298,174)		(1,298,174)

Net income	—		—	—		—		—		1,059,124		1,059,124

Balance – June 30, 2023	—	$	—	3,450,000	$	345	$	—	$	(3,805,328)	$	(3,804,983)

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

Table of Contents

SILVERBOX CORP III

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net income	$	2,444,870	$	1,115,785
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(3,786,747)		(2,113,682)
Unrealized gain on marketable securities held in Trust Account		(3,802)		(65,757)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		15,917		(15,564)
Short-term prepaid insurance		150,392		(300,785)
Long-term prepaid insurance		―		(48,460)
Prepaid income taxes		(64,900)		—
Accounts payable and accrued expenses		(106,645)		249,033
Income taxes payable		(524,190)		60,975
Net cash used in operating activities		(1,875,105)		(1,118,455)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		―		(139,380,000)
Cash withdrawn from Trust Account to pay for franchise and income taxes		1,498,107		380,000
Net cash provided by (used in) investing activities		1,498,107		(139,000,000)

SEC Form 10-Q filed by SilverBox Corp III