References in this annual report to the “Company,” “SilverBox Corp IV,” “SilverBox,” “we,” “us,” or “our” are to SilverBox Corp IV, a Cayman Islands exempted company. References to:
| ● | “amended and restated memorandum and articles of association” are to our memorandum and articles of association in effect upon the completion of our initial public offering; |
| ● | “Boxwood Capital” are to Boxwood Capital LLC and/or its affiliates; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “completion window” is the period following the completion of our initial public offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. We will have 24 months from the closing of our initial public offering to consummate an initial business combination. We may also seek the approval of our shareholders to amend our amended and memorandum and articles of association to modify the amount of time we will have to complete an initial business combination; |
| ● | “directors” are to our directors; |
| ● | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; |
| ● | “Founder Group” are to SilverBox Capital (and its respective affiliates); |
| ● | “founder shares” are to our Class B ordinary shares and the Class A ordinary shares issued upon the automatic conversion thereof at the time of our initial business combination or at any time prior thereto at the option of the holder thereof as provided herein; |
| ● | “Helena Capital” are to Helena Capital LLC and/or its affiliates; |
| ● | “initial shareholders” are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering; |
| ● | “letter agreement” refers to the letter agreement, included hereto as Exhibit 10.3 |
| ● | “management” or our “management team” are to our officers and directors; |
| ● | “ordinary resolution” are to a resolution of the company passed by the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); |
| ● | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| ● | “private placement units” are to the 455,000 units issued to our sponsor of which 350,000 units was purchased indirectly by the sponsor non-managing members, in a private placement that closed simultaneously with the closing of our initial public offering; |
| ● | “private placement warrants” are to the warrants sold as part of the private placement units; |
| ● | “private shares” are to the Class A ordinary shares sold as part of the private placement units; |
| ● | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
| ● | “public shareholders” are to the holders of our public shares, including our sponsor, officers and directors and the sponsor non-managing members to the extent our sponsor, officers, directors or sponsor non-managing members purchase public shares, provided that each of their status as a “public shareholder” shall only exist with respect to such public shares; |
| ● | “public warrants” are to the warrants sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
| ● | “SBEA” are to SilverBox Engaged Merger Corp I, a Delaware corporation; |
| ● | “SBXC” are to SilverBox Corp III, a Delaware corporation; |
| ● | “SBXE” are to SilverBox Corp V, a Cayman Islands exempted company; |
| ● | “SilverBox Capital” are to SilverBox Capital LLC (and/or its affiliates); |
| ● | “SilverBox Securities” are to SilverBox Securities LLC, a registered broker-dealer and an affiliate of SilverBox Capital and our sponsor; |
| ● | “special resolution” are to a resolution of the company passed by the affirmative vote of at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); |
| ● | “sponsor” are to SilverBox Sponsor IV LLC, a Delaware limited liability company; Boxwood Holdings III LLC is the managing member of our sponsor; Mr. Kadenacy, our Chief Executive Officer, and Mr. Reece, our Founding Partner, are the co-managing members of Boxwood Holdings III LLC; |
| ● | “sponsor non-managing members” means twelve institutional investors (none of which are affiliated with any member of our management or any other investor) who purchased non-managing membership interests in our sponsor reflecting an aggregate of 350,000 private placement units purchased by our sponsor at a price of $10.00 per interest ($3,500,000 in the aggregate), the sponsor issued non- managing membership interests at a nominal purchase price to the sponsor non-managing members at the closing of the initial public offering reflecting interests in an aggregate of 2,800,000 founder shares held by the sponsor; none of the sponsor non-managing members purchased more than 9.9% of the units sold in the offering; |
| ● | “underwriters’ option to purchase additional units” are to the underwriters’ 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any; |
| ● | “units” are to our units sold in our initial public offering (whether purchased in our initial public offering or thereafter in the open market); |
| ● | “warrants” are to our public warrants and private placement warrants; |
| ● | “warrant exercise date” are to the date on which the warrants will become exercisable, which is 30 days after the completion of our initial business combination; |
| ● | “warrant expiration date” are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and |
| ● | “we,” “us,” “company” or “our company” are to SilverBox Corp IV, a Cayman Islands exempted company. |
