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SBXD merger with Parataxis Holdings LLC

Parataxis Holdings LLC is an institutional digital asset management platform and an affiliate of Parataxis Capital Management, a multi-strategy investment firm focused on the digital asset sector founded in 2019 (United States)

StatusDefinitive (DA signed)
Announced deal value$800M

Announced 31 October 2025.

Shareholder voteno vote date filed yet
IndustryFinancials — institutional digital asset management and Bitcoin treasury

Parataxis Holdings LLC is a New York-based, Bitcoin-native institutional digital asset management platform and an affiliate of Parataxis Capital Management LLC, a multi-strategy investment firm focused on the digital asset sector that was founded in 2019 by Edward Chin. The firm combines Bitcoin exposure, proprietary growth opportunities, and accretive yield generation through institutional-grade management and execution. Parataxis Capital Management manages multiple commingled hedge fund vehicles and provides sub-advisory services for institutional allocators, family offices, fund-of-funds, and high-net-worth individuals, while Parataxis Holdings is specifically focused on Bitcoin treasury and other digital asset investment opportunities. The company targets institutional investors seeking Bitcoin exposure through proprietary strategies and aims to capitalize on the growing demand for Bitcoin as a treasury and strategic asset, drawing inspiration from the BTC treasury models pioneered by Strategy (formerly MicroStrategy) in the U.S. and Metaplanet in Japan.

Parataxis has been pursuing an ambitious international expansion strategy, particularly in South Korea, which it identifies as an underserved market with significant digital asset demand. In June 2025, Parataxis entered into a definitive agreement to acquire a controlling interest in Bridge Biotherapeutics, Inc. (KOSDAQ: 288330) for KRW 25 billion (approximately $18.3 million), transforming the clinical-stage biotech company into South Korea's first institutionally-backed, publicly-listed Bitcoin treasury and mining platform, renamed Parataxis Korea. Andrew Kim, a Partner at Parataxis Capital, assumed the role of CEO of Parataxis Korea, while Edward Chin joined as Chairman. By October 2025, Parataxis Korea had accumulated over 150 BTC through disciplined accumulation during market pullbacks, closed a KRW 10 billion (approximately $7 million) capital raise supported by both Korean and U.S. institutional investors, and announced its intent to acquire 1,150 ASIC miners producing 224 petahash of hashrate to establish a vertically-integrated BTC yield platform expected to deliver approximately 60% EBITDA margins and make the company cash-flow positive in fiscal year 2026. The firm also announced a definitive agreement with Sinsiway Co. Ltd. (KOSDAQ: 290560) to bring an institutionally-backed Ethereum treasury company to the South Korean public markets.

Parataxis is going public via a SPAC merger with SilverBox Corp IV (NYSE: SBXD), a special purpose acquisition company sponsored by an affiliate of SilverBox Capital that completed its $200 million IPO in August 2024. The business combination is expected to deliver up to approximately $240 million to Parataxis Holdings, subject to SBXD shareholder redemptions, including $31 million of equity to be funded immediately for Bitcoin purchases. Additionally, Parataxis has entered into a share purchase agreement permitting it to issue and sell up to $400 million of equity, which combined with the SPAC proceeds could provide up to $640 million in gross proceeds to support the execution and acceleration of its BTC treasury strategy. Upon closing, the combined company plans to trade on the New York Stock Exchange under the ticker symbol PRTX. Joe Reece, co-managing partner at SilverBox Capital, described the merger as an opportunity to introduce a unique and highly scalable digital asset management platform to the public markets, noting that the SPAC's management team had prior experience completing business combinations with companies including Black Rifle Coffee Company and Atlas Technical Consultants. The SPAC route provides Parataxis with a faster path to public markets and access to substantial capital to fund its Bitcoin treasury accumulation strategy at scale, while simultaneously leveraging its existing South Korean public market presence through Parataxis Korea to create a cross-border institutional Bitcoin platform.


Structure & dilution

SEC-primary terms

The headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.

Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
Headline$800MvsEffective$1.1B+35% dilution

Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.

PIPE
≈ $31M · unsourced
Min-cash condition
$25M
Sponsor promote
20%
Exchange ratio
Exchange Ratio = Per Unit Price / $10.00, where Per Unit Price = ($100,000,000 + gross cash proceeds of the Initial Financing Transactions + gross cash proceeds of any Additional Financing Transactions) divided by total issued and outstanding Company Units on a fully-converted basis.more ▾
PIPE structure: preferred equity units@10.00
PIPE investors: Unnamed 'Preferred Equity Investors' for the $31M private placement; YA II PN, LTD. (Yorkville) is the SEPA/ELOC counterparty.

PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.

Earnout:
Up to 7,500,000 Earnout Shares of Pubco Class A stock over a five-year Earnout Period: two-thirds released at a VWAP of $12.50 or more for 20 of 30 trading days, one-third at $15.00 or more, accelerated on a Qualifying Change of Control. Separately up to 150,000 Sponsor Earnout Shares on the same targets.more ▾

Why headline and effective values differ is covered in headline vs effective deal value, in plain English.


The target: Parataxis Holdings LLC

from 8-K

The business actually being bought — described from SEC primary filings, with projections labelled as projections.

Parataxis Holdings LLC is an institutional digital asset management platform and an affiliate of Parataxis Capital Management, a multi-strategy investment firm focused on the digital asset sector founded in 2019. Parataxis Capital Management manages multiple commingled hedge fund vehicles and provides sub-advisory services for institutional allocators, family offices, fund-of-funds and high net worth individuals; Parataxis Holdings is focused on digital asset treasury and other digital asset investment opportunities. Both firms are headquartered in New York City.

SectorFinancials — institutional digital asset management and Bitcoin treasury
HeadquartersNew York, United States
Revenuenot stated in the filings we hold

source: 0001104659-26-059390opens on sec.gov in a new tab

Parataxis Holdings LLC — every SPAC that has bid for it, and its listed peers


Expensive or cheap?

A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Parataxis Holdings LLC actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.

SpacBrain’s read on the price

No multiple can be computed

We hold no revenue figure in US dollars for Parataxis Holdings LLC, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $1.08bn regardless.

We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.

What the buyers are paying for the whole company$1.08bn

Post-dilution equity (net debt unknown).

Divided by what the company actually sells in a yearno revenue figure on file

Not extracted from the filings yet.

= what this deal pays for every dollar of those salesno multiple

Not computable — no revenue figure has been extracted from the filings yet.

What the stock market pays for its closest listed peersno comparable multiple

No listed comparable carries a revenue multiple we can use.

What qualifies the figures above

  • Struck on the post-dilution value of $1.08bn, not the announced $800M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
  • The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
  • VRTS, PNC, KKR, WHG, BEN, CWD, NTRS, PS, USB, AMG, BUR, BX have no revenue to divide by, so they are shown but left out of the peer median.
The 12 listed companies it is measured against, and why
  • VRTSno revenue multiple

    Direct comp: Investment Management & Fund Operators (NEC); small-cap ($1.1bn); shares institutional, commingled, funds, investment, sub, asset with the target's own description; forward EV/Sales 5.4x.

  • PNCno revenue multiple

    Direct comp: Banks (NEC); mega-cap ($81.4bn); shares institutional, worth, net, treasury, asset, management with the target's own description; forward EV/Sales 7.1x.

  • KKRno revenue multiple

    Direct comp: Investment Management; mega-cap ($113.6bn); shares institutional, capital, asset, firm, strategy, investment with the target's own description; forward EV/Sales 17.4x.

  • WHGno revenue multiple

    Direct comp: Investment Management & Fund Operators (NEC); micro-cap ($162m); shares advisory, worth, funds, investment, sub, individuals with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.

  • BENno revenue multiple

    Direct comp: Investment Management; large-cap ($12.1bn); shares institutional, worth, funds, net, investment, sub with the target's own description; forward EV/Sales 4.5x.

  • CWDno revenue multiple

    Direct comp: Investment Management & Fund Operators (NEC); micro-cap ($9m); shares fund, firm, funds, asset, management, advisory with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.

  • NTRSno revenue multiple

    Direct comp: Investment Management & Fund Operators (NEC); large-cap ($25.5bn); shares fund, institutional, asset, funds, family, investment with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.

  • PSno revenue multiple

    Direct comp: Investment Management; shares funds, fund, institutional, worth, manages, strategy with the target's own description; forward EV/Sales 48.5x.

  • USBno revenue multiple

    Direct comp: Banks (NEC); mega-cap ($83.0bn); shares institutional, fund, treasury, funds, investment, individuals with the target's own description; forward EV/Sales 4.4x.

  • AMGno revenue multiple

    Direct comp: Investment Management & Fund Operators (NEC); mid-cap ($8.1bn); shares institutional, firms, worth, investment, net, manages with the target's own description; forward EV/Sales 5.3x.

  • BURno revenue multiple

    Direct comp: Investment Management & Fund Operators (NEC); small-cap ($2.0bn); shares fund, capital, firms, asset, funds, advisory with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.

  • BXno revenue multiple

    Direct comp: Investment Management; mega-cap ($184.1bn); shares hedge, funds, asset, strategy, multi, investment with the target's own description; forward EV/Sales 12.7x.

Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.


Earnout — the contingent shares

Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.

Up to 7,500,000 Earnout Shares of Pubco Class A stock over a five-year Earnout Period: two-thirds released at a VWAP of $12.50 or more for 20 of 30 trading days, one-third at $15.00 or more, accelerated on a Qualifying Change of Control. Separately up to 150,000 Sponsor Earnout Shares on the same targets.


In plain English

No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.