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SBXE • CIK 0002081909
Overview We are a newly organized blank check company incorporated as a Cayman Islands exempted company on May 29, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. The Company has not commenced any operations nor generated any revenues to date. All activity for the period from May 29, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering to its search for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. Our sponsor is SilverBox Sponsor V LLC, a Delaware limited liability company that is affiliated with certain of the Company’s officers and directors. On June 5, 2025, the sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founder shares (the “Founder Shares”) to the sponsor. We effected a subsequent share recapitalization resulting in the sponsor now owning 6,900,000 founder shares. On December 4, 2025, we consummated an initial public offering of 27,600,000 units, including 3,600,000 issued pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), generating gross proceeds of $276,000,000 (“Initial Public Offering”). Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 195,000 units, at a price of $10.00 per private placement unit in a private placement to the sponsor, generating gross proceeds of $1,950,000. Following the Initial Public Offering and the sale of the private placement warrants, a total of $276,000,000 was placed in a trust account (“Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and has been invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, or held as cash, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial business combination. To the extent that our capital share or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We have been formed as part of a long-term vision to sponsor a series of special purpose acquisition companies (“SPACs”). Members of our management team worked together as executive officers or members of the board of directors of Boxwood Merger Corp, which completed its initial business combination with Atlas Technical Consultants, Inc., and as executive officers of members of the board of directors of SilverBox Engaged Merger Corp (“SBEA”), which completed its initial business combination with Black Rifle Coffee Company and SilverBox Corp III (“SBXC”). In 2024, our Founder Group founded SilverBox Corp IV (“SBXD”), a blank check company formed for substantially similar purposes as our company. Additionally, members of our management team serve as the management team for SBXD.…