AUSTIN, Texas--(BUSINESS WIRE)--SilverBox Corp III (the "Company") announced today that because it did not complete its initial business combination by November 2, 2024, the Company will dissolve and liquidate. The redemption of the Company's public shares is expected to occur on November 15, 2024.
The Company's existing Amended and Restated Certificate of Incorporation, dated as of February 27, 2023, as amended on August 27, 2024 by that certain Amendment to the Amended and Restated Certificate of Incorporation (collectively, the "Charter"), requires the Company to complete its initial business combination by November 2, 2024. The Company did not complete its initial business combination by November 2, 2024; therefore, the Charter requires the Company to, and the Company will:
- cease all operations except for the purpose of winding up,
- as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefore, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of amounts withdrawn as Permitted Withdrawals, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), and
- as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
All terms above not defined herein shall have the meaning under the Charter.
The Class A common stock of the Company will be redeemed at a per-share redemption price to be determined at a later date (the "Redemption Amount"). In accordance with the terms of the Charter and the Company's trust agreement, the Company expects to withdraw funds from the trust account to pay for the Company's franchise and income taxes and to retain $100,000 of the interest and dividend income from the Company's trust account to pay dissolution expenses. The balance of the trust account as of September 30, 2024 was approximately $40,751,549. The number of remaining public shares of the Company as of September 30, 2024 was 3,780,300.
The Redemption Amount will be payable to the holders of the Company's public shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company's transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of the Company's public shares held in "street name," however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.
The NYSE will file a Form 25 with the Securities and Exchange Commission (the "Commission") in order to delist the Company's securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company's securities under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our plans, objectives, expectations and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
Contacts
Bryce Tobias
SilverBox Capital LLC
Phone: (310) 924-2111
Email: bt@sbcap.com
Website: www.sbcap.com
