Correspondence 0001104659-24-081960 from SilverBox Corp IV (SBXD, SBXD-UN) (CIK 0002015947) (SBXD)
SilverBox Corp IV (SBXD, SBXD-UN) (CIK 0002015947)
Date: July 23, 2024 · CIK: 0002015947 · Accession: 0001104659-24-081960
AI Filing Summary & Sentiment
File numbers found in text: 333-280315
Referenced dates: July 15, 2024
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CORRESP
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filename1.htm
July 23, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Ruairi Regan
Brigitte Lippmann
Babette Cooper
Isaac Esquivel
Re:
SilverBox Corp IV
Registration Statement on Form S-1
Filed June 18, 2024
File No. 333-280315
Ladies and Gentlemen:
On
behalf of our client, SilverBox Corp IV (the “Company,” “we,” “our” or “us”),
we are responding to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in your letter dated July 15, 2024 (the “Comment Letter”), with respect to the above-captioned Registration Statement
on Form S-1 (the “Registration Statement”).
For
your convenience, each of the Staff’s comments contained in the Comment Letter is duplicated below in bold and is followed by the
Company’s response.
All
references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers
in Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), unless otherwise noted.
Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended Registration Statement.
July 23, 2024
Page 2
Registration Statement
on Form S-1
Cover Page
1. Please state whether the redemptions will be subject to any limitations,
such as the $5,000,001 net tangible asset requirement and for shareholders holding more than 15% of the shares sold in the offering. See
Item 1602(a)(2) of Regulation S-K. Also disclose the “certain conditions as further described herein” relating to the
redemptions or provide a cross-reference to the detailed disclosure in the prospectus.
Response:
We have revised the cover page of the Amended Registration Statement.
2. Please revise your disclosure throughout the filing to reflect
that your sponsor will purchase 400,000 rather than 4,000,000 units.
Response:
We have revised the disclosure in the Amended Registration Statement on the cover page and pages 1, 4, 27 and 111.
3. With respect to the 350,000 private placement units that the
sponsor non-managing members have expressed an interest to purchase, please clarify whether these units are part of or in addition to
the 400,000 private placement units to be purchased by your sponsor.
Response:
We have clarified the disclosure in the Amended Registration Statement on the cover page and pages 4, 5, 27, 74, 111, 112, 162,
165 and F-14.
4. In the paragraph where you disclose the payment for office space,
please also disclose the amount of loan reimbursements. See Item 1602(a)(3) of Regulation S-K.
Response:
We have revised the cover page of the Amended Registration Statement.
5. In the paragraph where you disclose the dilution relating to
the founder shares, also disclose that the anti-dilution adjustment to the founder shares may result in material dilution of the public
shares. See Item 1602(a)(3) of Regulation S-K.
Response:
We have revised the cover page of the Amended Registration Statement.
6. In the paragraph where you disclose conflicts of interest, please
highlight the cross-reference. See Item 1602(a)(5) of Regulation S-K.
Response:
We have revised the cover page of the Amended Registration Statement.
7. In the paragraph where you disclose the financial advisory services
provided by SilverBox Securities, please state there may be actual material conflicts of interest between SilverBox Securities and purchasers
in the offering and provide a highlighted cross-reference to the detailed disclosure in the prospectus. See Item 1602(a)(3) and Item
1602(a)(5) of Regulation S K.
Response:
We have revised the cover page of the Amended Registration Statement.
July 23, 2024
Page 3
8. Please provide a cross-reference to all the sections in the prospectus
for disclosures related to each of compensation, dilution, and material conflicts of interest, as required by Item 1602(a)(3), (4),
and (5) of Regulation S-K.
Response:
We have revised the cover page of the Amended Registration Statement.
Summary, page 1
9. In your table on page 4, please also disclose the amount
of loan reimbursements and the anti-dilution adjustment of the founder shares. Also, describe the extent to which this compensation and
securities issuance may result in a material dilution of the purchasers’ equity interests. See Item 1602(b)(6) of Regulation
S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on page 5.
10. Please disclose your plans if you do not consummate a de-SPAC
transaction within 24 months, including whether you expect to extend the time period and whether there are any limitations on the number
of extensions, including the number of times. Also disclose the consequences to the sponsor of not completing an extension of this time
period. See Item 1602(b)(4) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 13 and 121.
11. We note your disclosure that you may need to obtain additional
financing either to complete an initial business combination or because you become obligated to redeem a significant number of your public
shares. Please describe how additional financings may impact unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 6, 15 and 107.
12. Where you disclose conflicts of interest throughout the filing,
as applicable, please also disclose that the executive officers of SilverBox III and SilverBox IV are identical and that SilverBox III
has not yet identified a target for a business combination. Therefore, there appears to be a material conflict of interest in seeking
potential targets. Also disclose the actual conflict of interest that SilverBox Securities LLC has in acting as your independent financial
advisor in connection with the offering. See Item 1602(b)(7) and Item 1603(b) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 3, 12, 13, 43, 44, 75, 76, 110, 120 and
156.
July 23, 2024
Page 4
13. Under Conflicts of Interest, please disclose the nominal price
paid for the founder shares and the conflict of interest in determining whether to pursue a business combination. Also disclose the conflicts
of interest relating to repayment of loans, reimbursements of expenses, and the payment to SilverBox Securities that will be paid upon
completion of a business combination and the potential fees to SilverBox Securities for financial advisory services. Finally, disclose
the potential conflicts of interest arising from the ability to pursue a business combination with a company that is affiliated with members
of your management team, Founder Group or Advisory Group. See Item 1602(b)(7) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 43 and 44.
Risk Factors, page 49
14. With a view toward disclosure, please tell us whether your sponsor
is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Also revise your filing to include
risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For
instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company
should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete
an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction
or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you
to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which would expire worthless.
Response:
We supplementally advise the Staff that our sponsor is a Delaware limited liability company, is controlled by our Chief Executive Officer
and Chairman, Stephen Kadenacy, and our Founding Partner, Joseph Reece, each of whom is a U.S. citizen. Further, the sponsor does not
have any substantial ties to a non-U.S. person, and, other than our Chief Investment Officer, Duncan Murdoch, no other member of the sponsor
is a non-U.S. person. Mr. Murdoch is an Australian citizen. Further, Mr. Murdoch does not control the sponsor and holds an immaterial
interest in the sponsor. Accordingly, we advise the Staff that the Registration Statement need not be revised to include the additional
risk factor disclosure as it is not a material risk to our ability to consummate an initial business combination.
July 23, 2024
Page 5
If we are deemed to be
an investment company under the Investment Company Act, page 75
15. Please revise your disclosure in this section to state clearly
that if you are found to be operating as an unregistered investment company, you may be required to change your operations
or wind down your operations. Also include disclosure with respect to the consequences to investors if you are required to wind
down your operations as a result of this status, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire worthless. Please confirm that if your facts and circumstances change
over time, you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating
as an unregistered investment company.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 79 and 80.
Proposed Business, page 107
16. Under Overview, please also describe the experience of the sponsor
in organizing Boxwood Merger Corp. and the business combination with Atlas Technical Consultants, Inc. Also disclose that SilverBox
III has not yet identified a target for a business combination. See Item 1603(a)(3) of Regulation S-K. Please clarify how opportunities
to acquire targets are allocated among SPACs.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 110, 111 and 156.
17. Under Our Sponsor, based on the indications of interest by the
sponsor non-managing members and the intentions of each Advisory Group member to invest in the sponsor, please disclose the persons who
may have direct and indirect material interests in the sponsor, as well as the nature and amount of their interests. See Item 1603(a)(7) of
Regulation S-K.
Response:
We respectfully advise the Staff that none of the sponsor non-managing members has a material interest in our sponsor; accordingly, no
additional disclosure is required pursuant to Item 1603(a)(7) of Regulation S-K. As disclosed in the Registration Statement, none
of the sponsor non-managing members will hold voting interests in our sponsor nor have any rights to control our sponsor or to vote or
dispose of any securities held by our sponsor. We note that the sponsor non-managing members are large institutional investors and the
proposed investment by such institutional investors in our sponsor represents one of many similar investments in other sponsors of special
purpose acquisition companies, where the complete loss of any such investments, including the proposed investment in our sponsor, would
not have an adverse effect on any such institutional investors. We have also eliminated all references to the Advisory Group in the Amended
Registration Statement.
July 23, 2024
Page 6
18. In the table on page 108, please also describe the amount
of loan reimbursements, the anti-dilution adjustment of the founder shares, and repayment of out-of-pocket expenses. Also disclose that
in addition to the services agreement with SilverBox Securities in connection with this offering, you may pay SilverBox Securities fees
for services provided after the offering. Finally, disclose the circumstances under which the sponsor, directly or indirectly, has transferred
or could transfer ownership of your securities to the sponsor non-managing members and the Advisory Group members. See Item 1603(a)(6) of
Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on page 112.
19. In the table on page 109, please also describe the lock
up agreement with the underwriter referred to on page 197 and the transfers permitted by virtue of the sponsor’s LLC agreement
referenced in romanette (iv). See Item 1603(a)(9) of Regulation S-K. Also explain how these restrictions relate to your agreements
with the sponsor non-managing members, the Advisory Group members, and any other potential sponsors. Also disclose any circumstances under
which the sponsor could forfeit securities, such as in connection with a de-SPAC. See Item 1603(a)(6) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 114, 130, 134, 159 and 163. As regards the transfer
restrictions and how they relate to the sponsor non-managing members, we advise the Staff that the sponsor non-managing members will only
hold Company securities indirectly through non-controlling and non-voting membership interests in our sponsor. Our sponsor cannot transfer
any Company securities directly to the sponsor non-managing members until the lock-up periods specified in the Registration Statement
expire.
Management, page 145
20. Under Conflicts of Interest and throughout the filing you refer
to your Advisory Group without identifying the individual members or describing any actual or potential material conflicts of interest
related to these members. Please identify the members in your Advisory Group and describe the specific material conflicts of interests.
File any agreements with any members of your Advisory Group as exhibits.
Response:
We have eliminated all references to the Advisory Group in the Amended Registration Statement.
21. Please state the basis for your statement that you do not believe
that the fiduciary, contractual or other obligations or duties of your officers or directors will materially affect your ability to complete
a business combination.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 13, 43, 120 and 156.
July 23, 2024
Page 7
22. Under Conflicts of Interest, please disclose the nominal price
paid for the founder shares and the conflict of interest in determining whether to pursue a business combination. Also disclose the conflicts
of interest relating to repayment of loans, reimbursements of expenses, and the payment to SilverBox Securities that will be paid upon
completion of a business combination and the potential fees to SilverBox Securities for financial advisory services. Finally, disclose
the potential conflicts of interest arising from the ability to pursue a business combination with a company that is affiliated with members
of your management team, Founder Group or Advisory Group. See Item 1603(b) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 156, 157 and 158.
23. Please disclose any circumstances under which the sponsor may
forfeit shares in connection with a de-SPAC transaction, such as in connection with a PIPE financing or earnout provision. See
Item 1603(a)(6) of Regulation S-K.
Response:
We have revised the disclosure in the Amended Registration Statement on pages 6 and 159.
Exhibits