SilverBox Corp III closes upsized $138M IPO; $139.4M placed in trust

On February 27, 2023, in connection with the IPO, Katie O’Reilly, Juan I. Creixell, Richard A. Gadbois, and Daniel E. Esters (the “ New Directors ” and, collectively with Stephen Kadenacy, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).

On February 27, 2023, in connection with the IPO, Katie O’Reilly, Juan I. Creixell, Richard A. Gadbois, and Daniel E. Esters (the “ New Directors ” and, collectively with Stephen Kadenacy, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).

On February 27, 2023, in connection with the IPO, Katie O’Reilly, Juan I. Creixell, Richard A. Gadbois, and Daniel E. Esters (the “ New Directors ” and, collectively with Stephen Kadenacy, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).

On February 27, 2023, in connection with the IPO, Katie O’Reilly, Juan I. Creixell, Richard A. Gadbois, and Daniel E. Esters (the “ New Directors ” and, collectively with Stephen Kadenacy, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).

On February 27, 2023, the Company’s Amended and Restated Certificate of Incorporation became effective.

· an Underwriting Agreement, dated February 27, 2023, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named in Schedule I thereto, which contains customary representations and warranties by the Company, conditions to closing and indemnification obligations of the Company and the underwriters;

· an Investment Management Trust Agreement, dated February 27, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;

· a Registration Rights Agreement, dated February 27, 2023, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto, which provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the Company securities they hold;

· a Private Placement Warrants Purchase Agreement, dated February 27, 2023, between the Company and SilverBox Sponsor III, LLC (the “ Sponsor ”), pursuant to which the Sponsor purchased 4,260,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the “ Private Placement Warrants ”);

· a Public Warrant Agreement, dated February 27, 2023, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “ Public Warrant Agreement ”), which sets forth the expiration and exercise price of and procedure for exercising the Public Warrants; certain adjustment features of the terms of exercise; provisions relating to cashless exercise of the Public Warrants; provision for amendments to the Public Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;