SBXC / SilverBox Corp III - Documents déposés auprès de la SEC, rapport annuel, procuration

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, LP and Moore Capita

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of SilverBox Corp III dated as of February 13, 2025, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm2429542d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41632 SILVERBOX CORP III (Exact nam

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 26, 2024, pursuant to the provisions of Rule 12d2-2 (a).

SBXC / SilverBox Corp III / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-sbxc093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SilverBox Corp III (Name of Issuer) Shares of Class A common stock included as part of the units (Title of Class of Securities) 82836N107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S

SBXC / SilverBox Corp III / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 sbxca1111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SILVERBOX CORP III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 82836N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing o

SBXC / SilverBox Corp III / MOORE CAPITAL MANAGEMENT, LP Passive Investment

SC 13G 1 formsc13g-silverboxcorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SilverBox Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82836N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) C

SBXC / SilverBox Corp III / HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND - SC 13G/A Passive Investment

SC 13G/A 1 sc13ga111424.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SilverBox Corp III (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 82836N107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41632

SBXC / SilverBox Corp III / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d879073dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SilverBox Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 82836N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement

SBXC / SilverBox Corp III / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formsc13ga-silverbox.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Silverbox Corp III (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 82836N107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of thi

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 II

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 Fil

Convertible Promissory Note, dated August 29, 2024, issued to SilverBox Sponsor III LLC

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, TRANSFER

Amendment to Amended and Restated Certificate of Incorporation

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 t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 SILVERBOX CORP III (Exact name of registrant as specified in its charter) Delaware 001-41632 86-2754279 (State or other jurisdiction of incorporation or organi

SilverBox Corp III Announces Adjournment of Special Meeting of Stockholders

Exhibit 99.1 SilverBox Corp III Announces Adjournment of Special Meeting of Stockholders Austin, Texas, August 23, 2024 – SilverBox Corp III (the “Company”) today announced that the Company’s special meeting of stockholders (the “Special Meeting”) was convened on August 23, 2024 at 7:00 a.m. Pacific Time and adjourned to August 27, 2024 at 7:00 a.m. Pacific Time via live webcast at the following a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41632 SILV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41632 SIL

SilverBox Corp III Compensation Recover Policy

Exhibit 97.1 SILVERBOX CORP III POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The New York Stock Exchange Listed Company Manual (the “NYSE Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of SilverBox Corp III (the “Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-416

SBXC / SilverBox Corp III / HGC Investment Management Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SILVERBOX CORP III (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appr

SBXC / SilverBox Corp III / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 sbxc21424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SILVERBOX CORP III (Name of Issuer) Shares of Class A common stock (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box

SBXC / SilverBox Corp III / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. *) Silverbox Corp III (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

SBXC / SilverBox Corp III / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d750045dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SilverBox Corp III (Name of Issuer) Units (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SBXC / SilverBox Corp III / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-sbxc123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SilverBox Corp III (Name of Issuer) Shares of Class A common stock included as part of the units (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement

SBXC / SilverBox Corp III / HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND - SC 13G Passive Investment

SC 13G 1 sc13g020924.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SilverBox Corp III (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

SBXC / SilverBox Corp III / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d693710dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SilverBox Corp III (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appro

Joint Filing Agreement, dated as of February 8, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea192867ex99-1silver3.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sch

SBXC / SilverBox Corp III / Wealthspring Capital LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea192867-13ga1wealthsilver3.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) SilverBox Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82836N107 (CUSIP Number) December 31, 2023 (Date of Event Whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41632

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 SILVERBOX CORP III (Exact name of registrant as specified in its charter) Delaware 001-41632 86-2754279 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41632 SILV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41632 SIL

SilverBox Corp III Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on April 28, 2023

Exhibit 99.1 SilverBox Corp III Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on April 28, 2023 Austin, Texas, April 25, 2023 – SilverBox Corp III (the “Company”) today announced that, commencing on April 28, 2023, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the Company’s Class A common stock (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 SILVERBOX CORP III (Exact name of registrant as specified in its charter) Delaware 001-41632 86-2754279 (State or other jurisdiction of incorporation or organiz

SBXC.U / SilverBox Corp III Units, each Units, each consisting of one Class A Common Stock and one-third of one redeemable warrant / Wealthspring Capital LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Silverbox Corp III (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 82836N206** (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the ordin

INDEX TO FINANCIAL STATEMENT SILVERBOX CORP III

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT SILVERBOX CORP III Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2023 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders SilverBox Corp III Opinion on the financial statement We have audited the accompanying balance sheet of Sil

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 SILVERBOX CORP III (Exact name of registrant as specified in its charter) Delaware 001-41632 86-2754279 (State or other jurisdiction of incorporation or organiza

SBXC.U / SilverBox Corp III Units, each Units, each consisting of one Class A Common Stock and one-third of one redeemable warrant / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SilverBox Corp III (Name of Issuer) Units (Title of Class of Securities) 82836N206 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Underwriting Agreement, dated February 27, 2023, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters

Exhibit 1.1 SilverBox Corp III 12,000,000 Units UNDERWRITING AGREEMENT New York, New York February 27, 2023 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: SilverBox Corp III, a Delaware corporation (the “Company”), proposes to issue and sell t

Registration and Stockholder Rights Agreement, dated February 27, 2023, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 27, 2023, is made and entered into by and among SilverBox Corp III, a Delaware corporation (the “Company”), SilverBox Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such part

SilverBox Corp III Announces Closing of Upsized $138,000,000 Initial Public Offering

Exhibit 99.2 SilverBox Corp III Announces Closing of Upsized $138,000,000 Initial Public Offering Austin, Texas, March 2, 2023 – SilverBox Corp III (the “Company”) today announced the closing of its upsized initial public offering of 13,800,000 units at a price of $10.00 per unit, including 1,800,000 units pursuant to the exercise of the over-allotment option in full. The units began trading on th

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERBOX CORP III February 27, 2023 SilverBox Corp III, 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”. 2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which both r

Private Placement Warrants Purchase Agreement, dated February 27, 2023, between the Company and SilverBox Sponsor III LLC

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 27, 2023 (this “Agreement”), is entered into by and between SilverBox Corp III, a Delaware corporation (the “Company”), and SilverBox Sponsor III LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public

Form of Indemnification Agreement, dated February 27, 2023, between the Company and each of the officers and directors of the Company

Exhibit 10.6 FORM of INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 27, 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate it

Administrative Services Agreement, dated February 27, 2023, by and between the Company and the Sponsor

Exhibit 10.5 SILVERBOX CORP III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 SilverBox Sponsor III LLC February 27,2023 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between SilverBox Corp III (the “Company”) and SilverBox Sponsor III LLC (“Sponsor”), dated a

Public Warrant Agreement, dated February 27, 2023, between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of February 27, 2023 THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent

SilverBox Corp III Announces Pricing of Upsized $120 Million Initial Public Offering

Exhibit 99.1 SilverBox Corp III Announces Pricing of Upsized $120 Million Initial Public Offering Austin, Texas, February 27, 2023 — SilverBox Corp III (the “Company”) today announced the pricing of its upsized initial public offering of 12,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the New York Stock Exchange under the ticker symbol “SBXC.U” be

Private Warrant Agreement, dated February 27, 2023, between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.2 SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 27, 2023 THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 SILVERBOX CORP III (Exact name of registrant as specified in its charter) Delaware 001-41632 86-2754279 (State or other jurisdiction of incorporation or orga

Letter Agreement, dated February 27, 2023, among the Company, the Sponsor, certain investors in the Sponsor and each of the initial stockholders, directors and officers of the Company

Exhibit 10.4 February 27, 2023 SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 (512) 575-3637 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SilverBox Corp III, a Delaware corporation (

Investment Management Trust Account Agreement, dated February 27, 2023, between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 27, 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-269713 (th

$120,000,000 SilverBox Corp III 12,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-269713 P R O S P E C T U S $120,000,000 SilverBox Corp III 12,000,000 Units SilverBox Corp III is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which

As filed with the United States Securities and Exchange Commission on February 27, 2023.

As filed with the United States Securities and Exchange Commission on February 27, 2023.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SilverBox Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to be Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Units, each consisting of one share of Class A common stock, $0.

SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 February 24, 2023

SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 February 24, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SilverBox Corp III Registration Statement on Form S-1, as amended File No. 333-269713 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as am

[Signature Pages Follow]

February 24, 2023 Office of Real Estate & Construction Division of Corporation Finance U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SilverBox Corp III (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SilverBox Corp III (Exact name of registrant as specified in its charter) Delaware 86-2754279 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 February 21, 2023

SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 February 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Melanie Singh Maryse Mills-Apenteng Re: SilverBox Corp III Registration Statement on Form S-1 Filed February 10, 2023 Dear Ms. Singh and Ms. Mills-Apente

Consent of Richard A. Gadbois*

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by SilverBox Corp III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SilverBox Corp III

As filed with the U.S. Securities and Exchange Commission on February 21, 2023 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 21, 2023 under the Securities Act of 1933, as amended. Registration No. 333-269713 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SilverBox Corp III (Exact name of registrant as specified in its charter)

Form of Underwriting Agreement*

Exhibit 1.1 SilverBox Corp III 10,000,000 Units UNDERWRITING AGREEMENT New York, New York [●], 2023 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: SilverBox Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the se

Form of Audit Committee Charter*

Exhibit 99.5 SILVERBOX CORP III AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of SilverBox Corp III, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial information provided by th

Form of Letter Agreement among the Registrant and Registrant’s initial stockholders, officers, directors*

Exhibit 10.1 [ ], 2023 SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 (512) 575-3637 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SilverBox Corp III, a Delaware corporation (the “Com

Form of Nominating and Corporate Governance Committee Charter*

Exhibit 99.7 SILVERBOX CorP III Nominating and Corporate Governance Committee CHARTER I. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of SilverBox Corp III (the “Company”) shall be to: (a) identify and to recommend individuals qualified to serve as directors of the Company and on committees of the Board; (b) adv

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.5 SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2023 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on , 2023 the Company en

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333- (the “Reg

SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 February 10, 2023

SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 February 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Melanie Singh Re: SilverBox Engaged Corp II Registration Statement on Form S-1 Initially Submitted on November 18, 2022 Dear Ms. Singh: On behalf of our

Form of Administrative Services Agreement by and between the Registrant and the Sponsor*

Exhibit 10.8 SILVERBOX CORP III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 , 2023 SilverBox Sponsor III LLC 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between SilverBox Corp III (the “Company”) and SilverBox Sponsor III LLC (“Sponsor”), dated as of the d

Specimen Unit Certificate*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 82836N206 SILVERBOX CORP III UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par val

Consent of Katie O’Reilly*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by SilverBox Corp III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SilverBox Corp III

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor*

Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is entered into by and between SilverBox Corp III, a Delaware corporation (the “Company”), and SilverBox Sponsor III LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public

Form of Compensation Committee Charter*

Exhibit 99.6 SILVERBOX CORP III COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of SilverBox Corp III, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compensation, equity-based an

Consent of Daniel E. Esters*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by SilverBox Corp III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SilverBox Corp III

Certificate of Incorporation*

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED MERGER CORP. II The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is SilverBox Engaged Merger Corp. II (the “Corporation”). SECOND. The address of the Corp

Amended and Restated Promissory Note, dated December 21, 2021, issued to the Sponsor**

Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Form of Code of Ethics*

Exhibit 14 SILVERBOX CORP III Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it operates a

Form of Registration and Stockholder Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among SilverBox Corp III, a Delaware corporation (the “Company”), SilverBox Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, toget

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SilverBox Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to be Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Units, each consisting of one share of Class A common stock, $0.

Consent of Juan I. Creixell*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by SilverBox Corp III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SilverBox Corp III

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERBOX CORP III [ ], 2023 SilverBox Corp III, 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”. 2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which both r

Letter to Securities and Exchange Commission from Marcum LLP, dated December 23, 2021**

Exhibit 16.1 [LETTERHEAD OF MARCUM LLP] December 23, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SilverBox Engaged Corp II under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Changes in and Disagreements with Accountan

Specimen Class A Common Stock Certificate*

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 82836N107 SIVERBOX CORP III INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SILVERBOX CORP III (THE “COMPANY”) transferable on the books of the Company in pers

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of , 2023 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, the Compa

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed on February 10, 2023)

EX-3.3 4 tm2135716d22ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF SILVERBOX ENGAGED CORP II ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of SilverBox Engaged Corp II (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual a

As filed with the U.S. Securities and Exchange Commission on February 10, 2023 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 10, 2023 under the Securities Act of 1933, as amended. Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SilverBox Corp III (Exact name of registrant as specified in its charter) Delaware 6770 86-

Securities Subscription Agreement, between the Registrant and the Sponsor*

Exhibit 10.5 SILVERBOX ENGAGED MERGER CORP. II 8801 Calera Dr. Austin, TX 78735 March 31, 2021 SilverBox Engaged Sponsor II LLC 8801 Calera Dr. Austin, TX 78735 Ladies and Gentlemen: SilverBox Engaged Merger Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Subscriber”) has made to purchase

Form of Indemnity Agreement*

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify,

Specimen Warrant Certificate*

Exhibit 4.3 EXHIBIT A Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SilverBox Engaged Corp II Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 2 filename2.htm Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Fo

SilverBox Engaged Corp II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 January 18, 2023

DRSLTR 1 filename1.htm SilverBox Engaged Corp II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 January 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Melanie Singh Jeff Gabor Re: SilverBox Engaged Corp II Registration Statement on Form S-1 Initially Submitted on November 18

This is a confidential draft submission to the United States Securities and Exchange Commission on January 18, 2023 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on January 18, 2023 under the Securities Act of 1933, as amended.

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED CORP II [ ], 2023

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED CORP II [ ], 2023 SilverBox Engaged Corp II, 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 Engaged Corp II” 2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certifi

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333- (t

CERTIFICATE OF INCORPORATION SILVERBOX ENGAGED MERGER CORP. II

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED MERGER CORP. II The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is SilverBox Engaged Merger Corp. II (the “Corporation”). SECOND.

SILVERBOX ENGAGED CORP II COMPENSATION COMMITTEE CHARTER

Exhibit 99.5 SILVERBOX ENGAGED CORP II COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of SilverBox Engaged Corp II, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compensation, e

SILVERBOX ENGAGED CORP II CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PRIVATE WARRANT AGREEMENT Dated as of , 2023

EX-4.5 9 filename9.htm Exhibit 4.5 SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PRIVATE WARRANT AGREEMENT Dated as of , 2023 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (th

SILVERBOX ENGAGED CORP II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT,

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 82836N206 SILVERBOX ENGAGED CORP II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock,

SILVERBOX ENGAGED CORP II AUDIT COMMITTEE CHARTER

EX-99.4 21 filename21.htm Exhibit 99.4 SILVERBOX ENGAGED CORP II AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of SilverBox Engaged Corp II, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and ot

BYLAWS SILVERBOX ENGAGED CORP II ARTICLE I

EX-3.3 4 filename4.htm Exhibit 3.3 BYLAWS OF SILVERBOX ENGAGED CORP II ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of SilverBox Engaged Corp II (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corpora

SILVERBOX ENGAGED CORP II Code of Conduct and Ethics

Exhibit 14 SILVERBOX ENGAGED CORP II Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it ope

SILVERBOX ENGAGED CORP II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746

Exhibit 10.8 SILVERBOX ENGAGED CORP II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 , 2023 SilverBox Engaged Sponsor II LLC 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between SilverBox Engaged Corp II (the “Company”) and SilverBox Engaged Sponsor II LLC (“

Form of Warrant Certificate

Exhibit 4.3 EXHIBIT A Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SilverBox Engaged Corp II Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.6 16 filename16.htm Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is entered into by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company

[Signature Page Follows]

Exhibit 10.1 [ ], 2023 SilverBox Engaged Corp II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 (512) 575-3637 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SilverBox Engaged Corp II, a Delaware corpora

This is a confidential draft submission to the United States Securities and Exchange Commission on November 18, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on November 18, 2022 under the Securities Act of 1933, as amended.

SIVERBOX ENGAGED CORP II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK

EX-4.2 6 filename6.htm Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 82836N107 SIVERBOX ENGAGED CORP II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SILVERBOX ENGAGED CORP II (THE “COMPANY”) transferabl

SILVERBOX eNGAGED CorP II Nominating and Corporate Governance Committee CHARTER

EX-99.6 23 filename23.htm Exhibit 99.6 SILVERBOX eNGAGED CorP II Nominating and Corporate Governance Committee CHARTER I. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of SilverBox Engaged Corp II (the “Company”) shall be to: (a) identify and to recommend individuals qualified to serve as directors of the Company

INDEMNITY AGREEMENT

EX-10.7 17 filename17.htm Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2023 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually

SILVERBOX ENGAGED MERGER CORP. II 8801 Calera Dr. Austin, TX 78735

EX-10.5 15 filename15.htm Exhibit 10.5 SILVERBOX ENGAGED MERGER CORP. II 8801 Calera Dr. Austin, TX 78735 March 31, 2021 SilverBox Engaged Sponsor II LLC 8801 Calera Dr. Austin, TX 78735 Ladies and Gentlemen: SilverBox Engaged Merger Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Subscrib

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

[LETTERHEAD OF MARCUM LLP]

Exhibit 16.1 [LETTERHEAD OF MARCUM LLP] December 23, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SilverBox Engaged Corp II under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Changes in and Disagreements with Accountan

SILVERBOX ENGAGED CORP II CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of , 2023

EX-4.4 8 filename8.htm Exhibit 4.4 SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of , 2023 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among SilverBox Engaged Corp II, a Delaware corporation (the “Company”), SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (this “Agreement”), is entered into by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an i

SILVERBOX ENGAGED CORP II Code of Conduct and Ethics

Exhibit 14 SILVERBOX ENGAGED CORP II Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it ope

SILVERBOX ENGAGED CORP II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT,

EX-4.1 5 filename5.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] SILVERBOX ENGAGED CORP II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class

[Signature Page Follows]

EX-10.1 9 filename9.htm Exhibit 10.1 [ ], 2022 SilverBox Engaged Corp II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 (512) 575-3637 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SilverBox Engaged Cor

CERTIFICATE OF INCORPORATION SILVERBOX ENGAGED MERGER CORP. II

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED MERGER CORP. II The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is SilverBox Engaged Merger Corp. II (the “Corporation”). SECOND.

BYLAWS SILVERBOX ENGAGED CORP II ARTICLE I

Exhibit 3.3 BYLAWS OF SILVERBOX ENGAGED CORP II ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of SilverBox Engaged Corp II (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent

SIVERBOX ENGAGED CORP II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK

EX-4.2 6 filename6.htm Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] SIVERBOX ENGAGED CORP II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SILVERBOX ENGAGED CORP II (THE “COMPANY”) transferable on t

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among SilverBox Engaged Corp II, a Delaware corporation (the “Company”), SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each suc

SILVERBOX ENGAGED CORP II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746

Exhibit 10.8 SILVERBOX ENGAGED CORP II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 , 2022 SilverBox Engaged Sponsor II LLC 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between SilverBox Engaged Corp II (the “Company”) and SilverBox Engaged Sponsor II LLC (“

January 27, 2022

DRSLTR 1 filename1.htm January 27, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:      Eric McPhee Isaac Esquivel Ronald E. Alper Maryse Mills-Apenteng Re: SilverBox Engaged Corp II Draft Registration Statement on Form S-1 Submitted December 23, 2021 CIK No. 0001859686 Ladies and Gentlemen: This letter responds to t

INDEMNITY AGREEMENT

EX-10.7 14 filename14.htm Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually

SILVERBOX ENGAGED MERGER CORP. II 8801 Calera Dr. Austin, TX 78735

EX-10.5 12 filename12.htm Exhibit 10.5 SILVERBOX ENGAGED MERGER CORP. II 8801 Calera Dr. Austin, TX 78735 March 31, 2021 SilverBox Engaged Sponsor II LLC 8801 Calera Dr. Austin, TX 78735 Ladies and Gentlemen: SilverBox Engaged Merger Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Subscrib

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED CORP II [ ], 2022

EX-3.2 3 filename3.htm Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERBOX ENGAGED CORP II [ ], 2022 SilverBox Engaged Corp II, 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 Engaged Corp II” 2. This Amended and Restated Certificate of Incorporation (the “Amend

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 10 filename10.htm Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on

SILVERBOX ENGAGED CORP II AUDIT COMMITTEE CHARTER

EX-99.3 17 filename17.htm Exhibit 99.3 SILVERBOX ENGAGED CORP II AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of SilverBox Engaged Corp II, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and ot

This is a confidential draft submission to the United States Securities and Exchange Commission on January 27, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on January 27, 2022 under the Securities Act of 1933, as amended.

SILVERBOX ENGAGED CORP II COMPENSATION COMMITTEE CHARTER

Exhibit 99.4 SILVERBOX ENGAGED CORP II COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of SilverBox Engaged Corp II, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compensation, e

SILVERBOX eNGAGED CorP II Nominating and Corporate Governance Committee CHARTER

EX-99.5 19 filename19.htm Exhibit 99.5 SILVERBOX eNGAGED CorP II Nominating and Corporate Governance Committee CHARTER I. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of SilverBox Engaged Corp II (the “Company”) shall be to: (a) identify and to recommend individuals qualified to serve as directors of the Company

Form of Warrant Certificate

EX-4.3 7 filename7.htm Exhibit 4.3 EXHIBIT A Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SilverBox Engaged Corp II Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or

SILVERBOX ENGAGED CORP II CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of , 2022

Exhibit 4.4 SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of , 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2022 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHER

This is a confidential draft submission to the United States Securities and Exchange Commission on December 23, 2021 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on December 23, 2021 under the Securities Act of 1933, as amended.

SILVERBOX ENGAGED CORP II CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PRIVATE WARRANT AGREEMENT Dated as of , 2022

EX-4.5 3 filename3.htm Exhibit 4.5 SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PRIVATE WARRANT AGREEMENT Dated as of , 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2022 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (th

December 23, 2021

December 23, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eric McPhee Isaac Esquivel Ronald E. Alper Maryse Mills-Apenteng Re: SilverBox Engaged Corp II Draft Registration Statement on Form S-1 Response dated August 12, 2021 CIK No. 0001859686 Ladies and Gentlemen: This letter responds to the comment of the staff

[LETTERHEAD OF MARCUM LLP]

EX-16.1 5 filename5.htm Exhibit 16.1 [LETTERHEAD OF MARCUM LLP] December 23, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SilverBox Engaged Corp II under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Changes in and Disa

PROMISSORY NOTE

EX-10.2 4 filename4.htm Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

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August 12, 2021 Via edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Eric McPhee Isaac Esquivel Ronald E. Alper Maryse Mills-Apenteng Re: SilverBox Engaged Corp II Draft Registration Statement on Form S-1 CIK 0001859686 Ladies and Gentlemen: On behalf of SilverBox Engaged Corp II, a Delaware corporation (the “Company”)

Confidential Draft Submission No. 2, as submitted to the United States Securities and Exchange Commission on July 8, 2021 under the Securities Act of 1933, as amended.

Confidential Draft Submission No. 2, as submitted to the United States Securities and Exchange Commission on July 8, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SilverBox Engaged Corp II (Exact name of registrant as

SILVERBOX ENGAGED CORP II CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021

EX-4.4 2 filename2.htm Exhibit 4.4 SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent

This is a confidential draft submission to the United States Securities and Exchange Commission on June 22, 2021 under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on June 22, 2021 under the Securities Act of 1933, as amended.