SBEA SEC filings, in plain English
Everything SILVERBOX ENGAGED MERGER CORP I has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
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What changed: SilverBox Engaged Merger Corp I's definitive merger proxy statement/prospectus, dated January 13, 2022 and first mailed on or about that date, for the business combination with Authentic Brands under BRC Inc. The special meeting is set for February 3, 2022. It is at the same time a prospectus for 40,725,250 shares of BRC Inc. Class A common stock, 17,766,667 warrants and the 17,766,667 shares underlying them. Every line of the Schedule 14A fee block is left blank, the amount previously paid included. Why it matters: The financing is built to survive redemptions rather than assume they will not happen: $100,000,000 of PIPE for 10,000,000 shares of SilverBox Class C common stock, plus up to a further 10,000,000 shares to the extent redemptions exceed $100,000,000. Closing requires Available Cash of at least $300.0 million, for the sole benefit of Authentic Brands. The trust was approximately $345 million on November 1, 2021, an estimated $10.00 per share, and the filing prices the range: post-transaction equity value of $1.914 billion at no redemptions, $1.839 billion at half, $1.787 billion at full.
minimum cash condition, pipenothing moved · 2 with no prior record of ours
- Minimum cash condition
- $300.0M · unchanged
- PIPE
- $100.0M · unchanged
The clause …“of BRCC to consummate the Business Combination would be subject to a minimum cash condition of $300 million. The LOI also provided for a 45-day mutual exclusivity period, subject to extension. The next day, the parties,”…
The clause …“Stock pursuant to the SilverBox Merger) (each such subscription agreement, a “PIPE Subscription Agreement”) TABLE OF CONTENTS for an aggregate purchase price of $100,000,000 (the “PIPE Investment”), and (ii) up to an additional”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SilverBox Engaged Merger Corp I ('SilverBox', a Delaware corporation) filed Amendment No. 3 to its Form S-4; the preliminary proxy statement and prospectus inside is subject to completion dated January 11, 2022. No explanatory note names the change. It registers 40,725,250 shares of Class A common stock, 17,766,667 warrants to purchase Class A common stock, and 17,766,667 shares of Class A common stock underlying those warrants, OF BRC INC. — a Delaware corporation WHICH WILL BE CONVERTED INTO A DELAWARE PUBLIC BENEFIT CORPORATION on consummation of the business combination. Why it matters: The surviving public company will be a Delaware PUBLIC BENEFIT CORPORATION, whose directors are required by statute to balance stockholders' pecuniary interests against the stated public benefit and the interests of those materially affected — a governance standard different from an ordinary Delaware corporation and one a shareholder cannot opt out of after closing.
minimum cash condition, pipenothing moved · 2 with no prior record of ours
- Minimum cash condition
- $300.0M · unchanged
- PIPE
- $100.0M · unchanged
The clause …“of BRCC to consummate the Business Combination would be subject to a minimum cash condition of $300 million. The LOI also provided for a 45-day mutual exclusivity period, subject to extension. The next day, the parties,”…
The clause …“Stock pursuant to the SilverBox Merger) (each such subscription agreement, a “PIPE Subscription Agreement”) TABLE OF CONTENTS for an aggregate purchase price of $100,000,000 (the “PIPE Investment”), and (ii) up to an additional”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SilverBox Engaged Merger Corp I ('SilverBox', a Delaware corporation) filed Amendment No. 2 to its Form S-4; the preliminary proxy statement and prospectus inside is subject to completion dated January 4, 2022. No explanatory note names the change. It registers 40,725,250 shares of Class A common stock, 17,766,667 warrants to purchase Class A common stock, and 17,766,667 shares of Class A common stock underlying those warrants, of BRC Inc. — a Delaware corporation which will be converted into a DELAWARE PUBLIC BENEFIT CORPORATION on consummation of the business combination. Why it matters: The registered ceiling — 40,725,250 Class A shares plus 17,766,667 warrants and the shares underlying them — is identical to the amendment that follows, so it was fixed at this stage. The conversion into a Delaware public benefit corporation changes the standard directors must apply after closing, binding them to balance stockholder returns against a stated public benefit. The separate blocker merger sub exists to merge out an interposed corporate holder of the target's interests.
minimum cash condition, pipenothing moved · 2 with no prior record of ours
- Minimum cash condition
- $300.0M · unchanged
- PIPE
- $100.0M · unchanged
The clause …“of BRCC to consummate the Business Combination would be subject to a minimum cash condition of $300 million. The LOI also provided for a 45-day mutual exclusivity period, subject to extension. The next day, the parties,”…
The clause …“Stock pursuant to the SilverBox Merger) (each such subscription agreement, a “PIPE Subscription Agreement”) for an aggregate purchase price of $100,000,000 (the “PIPE Investment”), and (ii) up to an additional 10,000,000 shares of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.