Silverbox Corp V 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeema
• $11.50 — ordinary share at an exercise price of $11.50 SBXE.WS New York Stock Exchange LLC
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $276,000,000 — per Unit, generating gross proceeds of $276,000,000 (before underwriting discounts and comm
• $10,000 — d by the Company from time to time, for $10,000 per month until the earlier of the Comp
• $1,950,000 — ment Unit, generating gross proceeds of $1,950,000 (the " Private Placement "). The Privat
• $8,280,000 — nderwriters' deferred discount of up to $8,280,000) was placed in a trust account, with Co
• $100,000 — e and income tax obligations, and up to $100,000 of interest that may be released to pay

Filing Documents

• tm2522760d16_8k.htm (8-K) — 60KB
• tm2522760d16_ex1-1.htm (EX-1.1) — 232KB
• tm2522760d16_ex3-1.htm (EX-3.1) — 256KB
• tm2522760d16_ex4-1.htm (EX-4.1) — 125KB
• tm2522760d16_ex4-2.htm (EX-4.2) — 113KB
• tm2522760d16_ex10-1.htm (EX-10.1) — 44KB
• tm2522760d16_ex10-2.htm (EX-10.2) — 78KB
• tm2522760d16_ex10-3.htm (EX-10.3) — 123KB
• tm2522760d16_ex10-4.htm (EX-10.4) — 52KB
• tm2522760d16_ex10-5.htm (EX-10.5) — 13KB
• tm2522760d16_ex10-6.htm (EX-10.6) — 96KB
• tm2522760d16_ex99-1.htm (EX-99.1) — 8KB
• tm2522760d16_ex99-2.htm (EX-99.2) — 6KB
• 0001104659-25-118464.txt ( ) — 1707KB
• sbxe-20251202.xsd (EX-101.SCH) — 4KB
• sbxe-20251202_def.xml (EX-101.DEF) — 27KB
• sbxe-20251202_lab.xml (EX-101.LAB) — 37KB
• sbxe-20251202_pre.xml (EX-101.PRE) — 26KB
• tm2522760d16_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, the Registration Statement on Form S-1 (File No. 333-289783) (the " Registration Statement ") relating to the initial public offering (the " IPO ") of SilverBox Corp V (the " Company ") was declared effective by the U.S. Securities and Exchange Commission. On December 4, 2025, the Company consummated the IPO of 27,600,000 units, including 3,600,000 issued pursuant to the exercise of the underwriters' over-allotment option in full (the " Units "). Each Unit consists of one Class A Ordinary Share, $0.0001 par value per share (the " Class A Ordinary Shares "), and one-third of one redeemable warrant (the " Public Warrants "), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $276,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated December 2, 2025, between the Company and Santander US Capital Markets LLC, as representative of the several underwriters named in Schedule I thereto, which contains customary representations and warranties by the Company, conditions to closing and indemnification obligations of the Company and the underwriters; a Public Warrant Agreement, dated December 2, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the " Public Warrant Agreement "), which sets forth the expiration and exercise price of and procedure for exercising the Public Warrants; certain adjustment features of the terms of exercise; provisions relating to cashless exercise of the Public Warrants; provision for amendments to the Public Warran

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 195,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $1,950,000 (the " Private Placement "). The Private Placement Units, which were purchased by the Sponsor, are identical to the Units, except that, they (i) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination and (ii) will be entitled to registration rights.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 2, 2025, in connection with the IPO, Arik Prawer and Daniel E. Esters (the " New Directors " and, collectively with Stephen Kadenacy, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Effective December 2, 2025, Arik Prawer was also appointed to the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors. Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 2, 2025, the Company's Amended and Restated Memorandum and Articles of Association became effective. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $276,000,000 of the net proceeds from the IPO and the Private Placement (which includes the underwriters' deferred discount of up to $8,280,000) was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, and up to $100,000 of interest that may be released to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company's initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Company's initial business combination or to redeem 100% of the Company's public shares if the Company has not completed its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; and (3) the redemption of all of the Company's public shares if the Company has not completed its initial business combination within 24 months from the closing of this offering, subject to applicable law. On December 2, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 4, 2025, the Company issued a press release announcing the closing of the IPO, which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.1

Underwriting

Underwriting Agreement, dated December 2, 2025, between the Company and Santander US Capital Markets LLC, as representative of the several underwriters 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Public Warrant Agreement, dated December 2, 2025, between Continental Stock Transfer & Trust Company and the Company 4.2 Private Warrant Agreement, dated December 2, 2025, between Continental Stock Transfer & Trust Company and the Company 10.1 Private Placement Units Purchase Agreement, dated December 2, 2025, between the Company and SilverBox Corp V 10.2 Investment Management Trust Account Agreement, dated December 2, 2025, between Continental Stock Transfer & Trust Company and the Company 10.3 Registration Rights Agreement, dated December 2, 2025, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto 10.4 Letter Agreement, dated December 2, 2025, among the Company, the Sponsor, certain investors in the Sponsor and each of the initial shareholders, directors and officers of the Company 10.5 Administrative Services Agreement, dated December 2, 2025, by and between the Company and the Sponsor 10.6 Form of Indemnification Agreement, December 2, 2025, between the Company and each of the officers and directors of the Company 99.1 Press Release, dated December 2, 2025 99.2 Press Release, dated December 4, 2025 104 Cover Page Interactive Data File (embedded with the inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 4, 2025 SILVERBOX CORP V By: /s/ Stephen M. Kadenacy Name: Stephen M. Kadenacy Title: Chairman and Chief Executive Officer

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