SBXC SilverBox Corp III

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 27, 2024

 

 

SilverBox Corp III

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-41632		86-2754279
(State or other jurisdiction of incorporation )		(Commission File Number)		(IRS Employer Identification No.)

 

1250 S. Capital of Texas Highway, Building 2, Suite 285

Austin, TX 78746

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (512) 575-3637

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading   Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one redeemable warrant		SBXC.U		New York Stock Exchange LLC
Shares of Class A Common Stock, par value $0.0001 per share		SBXC		New York Stock Exchange LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50		SBXC WS		New York Stock Exchange LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01       Entry into a Material Definitive Agreement.

 

In connection with the approval of the Extension Amendment Proposal, on August 27, 2024, SilverBox Sponsor III LLC (the “Sponsor”) entered into a non-interest bearing, unsecured promissory note issued by SilverBox Corp III (the “Company”) in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $600,000. On August 29, 2024, pursuant to the Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated as of August 27, 2024, the Sponsor deposited $94,507.50 into the trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) for a one-month extension. The Sponsor will deposit into the Trust Account $94,507.50 each month the Sponsor determines to extend the date by which the Company must effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”). If the Sponsor elects to extend such date until March 2, 2025, an aggregate deposit of $567,045.00 of the proceeds of the Extension Note will be made into the Trust Account.

 

The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company (the “Maturity Date”). The Sponsor, at any time on or prior to the Maturity Date, to convert up to $600,000 outstanding under the Extension Note into warrants to purchase shares of the Company’s Class A common stock at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

 

The foregoing description is subject to, and qualified in its entirety by reference to, the Extension Note, a copy of which are attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 3.02       Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

The issuance of the Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 5.03.      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 27, 2024, SilverBox Corp III (the “Company”) filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”). The Charter Amendment provides for (i) the option to extend the date by which the Company must effect its initial business combination from the Termination Date up to six (6) times for an additional (1) month each time to March 2, 2025 (each, an “Extension”) upon the deposit into the Trust Account of the Monthly Extension Payment (as defined below) for each Extension, (ii) the conversion of the shares of Class B common stock into shares of Class A common stock at the option of the holder(s), and (iii) the elimination of the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,000.

 

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

 

Item 5.07.      Submission of Matters to a Vote of Security Holders.

 

On August 27, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) to approve the Extension Amendment Proposal, the Conversion Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal (collectively, the “Proposals”), each as more fully described in the Company’s definitive proxy statement, filed with Securities and Exchange Commission (the “Commission”) on August 7, 2024. A total of 14,903,320 of the Company’s Class A common stock and Class B common stock (the “Common Stock”) or 86.4% of the Company’s outstanding shares of Common Stock as of August 5, 2024, the record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting.

 

The final voting results for the Proposals were as follows:

 

Proposal No. 1: The Extension Amendment Proposal. To amend the Company’s Amended and Restated Certificate of Incorporation by allowing the Company to extend the date by which it has to consummate a business combination from September 2, 2024 (the “Termination Date”) to March 2, 2025, comprised of six (6) one-month extensions (each, an “Extension”) for a total of six months following the Termination Date (assuming the Business Combination has not occurred) (the end date of each such Extension, the “Extended Date”), as determined by the Company’s board of directors (the “Board”), if requested by the Sponsor upon notice to the Board on the day immediately preceding the applicable Extended Date, by depositing the Monthly Extension Payment into the Trust Account. To effectuate each Extension, the Sponsor and/or its designee(s) will deposit the lesser of (i) $100,000 and (ii) $0.025 for each share of Class A common stock then outstanding after giving effect to redemptions (the “Monthly Extension Payment”).

 

FOR				AGAINST				ABSTAIN
	13,382,041				1,521,279				0

 

Proposal No. 2 The Conversion Amendment Proposal.  To amend the Company’s Amended and Restated Certificate of Incorporation to provide for the right of holders of shares of the Company’s Class B common stock, par value $0.0001 per share, to convert such shares into shares of the Company’s Class A common stock, on a one-for-one basis at any time and from time to time at the election of the holder.

 

FOR				AGAINST				ABSTAIN
	13,634,243				1,269,077				0

 

Proposal 3: Redemption Limitation Amendment Proposal. To amend the Company’s Amended and Restated Certificate of Incorporation to eliminate from the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,000 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.

 

FOR				AGAINST				ABSTAIN
	13,634,246				1,269,074				0

 

Proposal No. 4: The Adjournment Proposal. The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the other Proposals, this proposal was not voted upon at the Meeting.

 

Stockholders holding 10,019,700 shares of the Company’s Class A common stock (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $107 million will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 3,780,300 Public Shares outstanding.

 

Item 8.01       Other Events.

 

On August 28, 2024, the Sponsor converted all of its 3,450,000 shares of Class B common stock into 3,450,000 shares of Class A common stock.

 

 

Item 9.01       Financial Statements and Exhibits.

 

(d)            Exhibits

 

Exhibit		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation
10.1		Convertible Promissory Note, dated August 29, 2024, issued to SilverBox Sponsor III LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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.

 

Date: August 30, 2024

 

	SILVERBOX CORP III
	By:	/s/ Daniel Esters
		Name:	Daniel Esters
		Title:	Chief Financial Officer

 

 

 

Exhibit 3.1

 

AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SILVERBOX CORP III

 

August 27, 2024

 

SILVERBOX CORP III (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.

The name of the Corporation is “SilverBox Corp III”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on March 16, 2021, as amended by the Certificates of Amendment to the Certificate of Incorporation filed with the Delaware Secretary of State on May 17, 2021 and February 1, 2023 (collectively, the “Original Certificate”). An Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on February 27, 2023 (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation is referred to herein as the “Charter”.

 

2.

This amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation further amends the Charter.

 

3.

This Amendment to the Charter was duly adopted by the affirmative vote by holders of at least a majority of the outstanding shares of Common Stock, voting together as a single class, in regards to the amendments to ARTICLE IX of the Charter, and duly adopted by the affirmative vote of both (x) a majority of the holders of outstanding Common Stock, voting together as a single class, and (y) a majority of the outstanding Class B common stock, voting as a separate class, in regards to the amendment to Section 4.3(b)(i), in each case, at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

 

4.

Section 4.3(b)(i) of the Charter is hereby amended and restated to read in full as follows:

 

“(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any time at the election of holder of such shares of Class B Common Stock and (B) automatically on the closing of a Business Combination.”

 

 

5.

Section 9.1(c) of the Article IX of the Charter is hereby amended and restated in its entirety to read as follows:

 

“(c) Notwithstanding the foregoing, in the event that the Corporation has not consummated an initial Business Combination by September 2, 2024 (the “Termination Date”), if requested by the Sponsor on the day immediately preceding the Termination Date or the applicable Extended Date, as the case may be, the Corporation may extend the Termination Date until March 2, 2025, comprised of six one-month extensions (each an “Extension” and the 2nd day of each month the Termination Date is extended, the “Extended Date,” in which case the Completion Window shall be extended to the Extended Date), provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $100,000 or (y) $0.025 per share for each Offering Share that is not redeemed in connection with the Corporation’s special meeting held on August 27, 2024, for each such one-month extension unless the closing of the Corporation’s initial Business Combination shall have occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination.”

 

6.

The following text of Section 9.2(a) of Article IX of the Charter is hereby deleted in its entirety:

 

“; provided, however, that the Corporation shall not redeem or repurchase Offering Shares to the extent that such redemption would result in the Corporation’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) in excess of $5 million or any greater net tangible asset or cash requirement upon consummation of the Corporation’s initial Business Combination which may be contained in the agreement relating to the initial Business Combination (such limitation hereinafter called the “Redemption Limitation”)”.

 

7.

Section 9.2(e) of Article IX of the Charter is hereby amended and restated in its entirety as follows:

 

“(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination (or such other vote as the applicable law or stock exchange rules then in effect may require).

 

8.

Section 9.2(f) of Article IX of the Charter is hereby deleted in its entirety.

 

 

9.

The following text of Section 9.7 of Article IX of the Charter is hereby deleted in its entirety:

 

“The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.”

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, SilverBox Corp III has caused this Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 27th day of August, 2024.

 

	SILVERBOX CORP III
	By:	/s/ Stephen Kadenacy
		Name: Stephen Kadenacy
		Title: Chairman and Chief Executive Officer

 

 

 

Exhibit 10.1

 

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

SILVERBOX CORP III

CONVERTIBLE PROMISSORY NOTE

 

Principal Amount: Not to Exceed $600,000 (See Schedule A)

Dated as of August 29, 2024

 

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, SilverBox Corp III, a Delaware corporation (“Maker”), promises to pay to the order of SilverBox Sponsor III LLC (“Payee”), or order, the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided that at no time shall the aggregate of all advances and readvances outstanding under this Note exceed SIX HUNDRED THOUSAND Dollars ($600,000). Any advance hereunder shall be made by the Payee, at Payee’s discretion, upon receipt of a written request of the Maker related to the extension of the date by which the Maker is required to consummate a Business Combination (as defined below), and shall be set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.             Principal. All unpaid principal under this Note shall be due and payable in full on the earlier of (i) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Maker and one or more businesses (the “Business Combination”) and (ii) the liquidation of the Maker (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to Section 5 below upon notice of such prepayment.

 

2.             Interest. No interest shall accrue on the unpaid balance of this Note.

 

3.             Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

4.             Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):

 

(a)            Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days after the date specified above or issue warrants pursuant to Section 5 hereof, if so elected by the Payee.

 

(b)           Voluntary Bankruptcy, Failure to Consummate a Business Combination; Liquidation of Trust Account, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing, or in the event the Company does not consummate a business combination within the timeframe required by its charter (as may be amended by a shareholder vote) or the Company’s trust account is liquidated.

 

 

(c)            Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

 

5.             Conversion

 

(a)           Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or any portion thereof), up to $600,000 in the aggregate, may be converted into warrants to purchase shares of Class A common stock of the Maker (“Common Stock”) at a conversion price (the “Conversion Price”) equal to $1.50 per warrant (“Warrants”). If the Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on March 2, 2023 (the “Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on March 2, 2023 (the “IPO”); provided, however, that the Warrants shall not be subject to forfeiture in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date of issuance of the Private Placement Warrants. Before this Note may be converted under this Section 5(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Common Stock issuable upon exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated February 27, 2023, among the Maker, the Payee and certain other security holders named therein.

 

(b)           Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to remain outstanding and to be subject to the conditions of this Note.

 

(c)           Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.

 

6.             Remedies.

 

(a)            Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

 

(b)           Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

 

7.             Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

 

8.             Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

 

9.             Notices. All notices, statements or other documents that are required or contemplated by this Note shall be in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service to the address designated to SilverBox Sponsor III LLC, 1250 S. Capital of Texas Highway, Building 2, Suite 285, Austin, TX 78746. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally; one (1) business day after delivery to an overnight courier service; or five (5) days after mailing if sent by first class registered or certified mail.

 

10.           Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.

 

11.           Severability. Any provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

12.           Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO on March 1, 2023, as amended, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

13.           Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

14.          Successors and Assigns. Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

 

15.           Transfer of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or securities into which this Note may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the Note delivered to the Maker. If a determination has been made pursuant to this Section 15 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated February 27, 2023, among the Maker, the Payee and the other parties thereto.

 

16.           Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

SILVERBOX CORP III

 

By:
Name:
Title:

 

Acknowledged and agreed as of the date first written above written.

 

SILVERBOX SPONSOR III LLC

 

By:	Boxwood Holdings II LLC
	Its Managing Member

 

By:
Name:	Stephen Kadenacy
Title:	Co-Managing Member
By:
Name:	Joseph Reece
Title:	Co-Managing Member

 

 

SCHEDULE A

 

Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.

 

Date		Drawing			Principal Undrawn Balance

 

 

v3.24.2.u1

Cover	Aug. 27, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 27, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41632
Entity Registrant Name	SilverBox Corp III
Entity Central Index Key	0001859686
Entity Tax Identification Number	86-2754279
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1250 S. Capital of Texas Highway
Entity Address, Address Line Two	Building 2, Suite 285
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	575-3637
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one redeemable warrant
Trading Symbol	SBXC.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A Common Stock, par value $0.0001 per share
Trading Symbol	SBXC
Security Exchange Name	NYSE
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50
Trading Symbol	SBXC WS
Security Exchange Name	NYSE

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