Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Silverbox Corp V, a Cayman Islands emerging growth company. The report covers events occurring between December 2, 2025, and December 4, 2025. The Company is a special purpose acquisition company (SPAC) formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Key Financial Metrics
- Gross Proceeds (IPO): $276,000,000 from the sale of 27,600,000 Units at $10.00 per Unit.
- Gross Proceeds (Private Placement): $1,950,000 from the sale of 195,000 Private Placement Units at $10.00 per Unit.
- Total Funds in Trust: $276,000,000 (includes underwriters' deferred discount of up to $8,280,000).
- Warrant Exercise Price: $11.50 per share for both Public and Private Warrants.
- Administrative Costs: $10,000 per month payable to the Sponsor for office space and administrative services.
- Revenue/Profit/Cash Flow: The filing does not provide historical revenue, profit, or operating cash flow data as the Company is a pre-business combination SPAC.
Material Changes
The primary material change is the transition from a private entity to a public company via the IPO. Key changes include:
- Capital Structure: Issuance of 27,600,000 public Units (including 3,600,000 from the full exercise of the underwriters' over-allotment option) and 195,000 Private Placement Units.
- Liquidity: Establishment of a trust account holding $276,000,000 to fund the initial business combination or potential liquidation.
- Corporate Governance: Appointment of Arik Prawer and Daniel E. Esters to the Board of Directors, alongside existing director Stephen Kadenacy.
- Legal Framework: Execution of definitive agreements including Underwriting, Warrant, Trust, Registration Rights, and Administrative Services agreements.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the closing of the offering (December 4, 2025) to consummate an initial business combination. If not completed, the Company must liquidate and redeem public shares.
- Trust Account Restrictions: Funds in the trust account are generally not accessible until the completion of a business combination, a shareholder vote to amend the charter regarding redemption rights, or liquidation. Limited withdrawals are permitted for franchise/income taxes and up to $100,000 for dissolution expenses.
- Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the trust account in connection with a business combination or if the Company fails to complete one within the specified timeframe.
- Deferred Underwriting Fees: Up to $8,280,000 of the underwriting discount is deferred and will be payable only upon the consummation of an initial business combination.
Investor Verification Checklist
- Verify the exact closing date of the IPO (December 4, 2025) and the final number of units sold including over-allotment.
- Confirm the total amount deposited in the trust account ($276,000,000) and the specific terms regarding the deferred underwriting discount.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption rights and the 24-month liquidation timeline.
- Examine the Private Placement Units Purchase Agreement to understand the transfer restrictions and registration rights of the Sponsor's shares.
- Monitor the Company's progress toward identifying a target business within the 24-month window to avoid forced liquidation.