Correspondence 0001104659-23-018736 from SilverBox Corp III (SBXC, SBXC-UN, SBXC-WT) (CIK 0001859686)
SilverBox Corp III (SBXC, SBXC-UN, SBXC-WT) (CIK 0001859686)
Date: Feb. 10, 2023 · CIK: 0001859686 · Accession: 0001104659-23-018736
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CORRESP 1 filename1.htm 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 client, SilverBox Corp III (formerly known as SilverBox Engaged Corp II) (the “Registrant,” “we,” “our” or “us”), we are responding to the oral comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided to Jonathan Ko of Paul Hastings LLP on January 30, 2023 (the “Oral Comment”). Concurrently with the submission of this letter, we are publicly filing with the Commission a Registration Statement on Form S-1 (the “Registration Statement”) in response to the Staff’s Oral Comment and to update certain information in the Registration Statement. In response to the Staff’s Oral Comment regarding the risk factor captioned “If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination,” we have revised such risk factor on page 64 of the Registration Statement. * * * Securities and Exchange Commission February 10, 2023 Page 2 Thank you for your attention to this response. If you have any questions related to this letter, please contact the undersigned at (213) 683-6188. Very truly yours, /s/ Jonathan Ko Jonathan Ko Paul Hastings LLP cc: Stephen Kadenacy, SilverBox Corp III Joseph Reece, SilverBox Corp III Dan Esters, SilverBox Corp III Ilan Mujalovic, Shearman & Sterling LLP