SecProbe.io

September 15, 2025
Stephen Kadenacy
Chief Executive Officer
SilverBox Corp V
8701 Bee Cave Road
East Building, Suite 310
Austin, TX 78746
Re:SilverBox Corp V
Registration Statement on Form S-1
Filed August 19, 2025
File No. 333-289783
Dear Stephen Kadenacy:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise your compensation disclosure to provide all the disclosure required by
Item 1602(a)(3) of Regulation S-K, including, for example, cross-references,
highlighted by prominent type or in another manner.
2.Please expand your conflicts of interest disclosure in the paragraph under the dilution
table to address the conflicts between the SPAC, the sponsor, its promoters and
affiliates, on the one hand, and the public shareholders on the other. Refer to Item
1602(a)(4) of Regulation S-K.
Summary, page 1
Please revise your compensation table on pages 4 and 99 to disclose the anti-dilution
adjustment of the founder shares to maintain the number of Class A ordinary shares 3.

September 15, 2025
Page 2
issuable upon conversion of the Class B ordinary shares at 20% of the total number of
ordinary shares outstanding and the cashless exercise of the private placement
warrants. Refer to Item 1602(b)(6) of Regulation S-K.
4.In the compensation table on page 5, please expand to also discuss the compensation
payable to Messrs. Reece, Chun, and Esters, as your disclosures elsewhere state that
these individuals will receive some of the fees payable to SilverBox Securities. See
Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
5.Please revise your transfer restrictions table on pages 6 and 101 to disclose the
underwriter's lock-up agreement. Refer to Item 1603(a)(9) of Regulation S-K.
6.In the fifth bullet point of your summary of risks on page 38, please expand the risk
factor to denote the percentage and amount of public shares that will be needed to
approve the initial business combination if shareholder approval is sought (including
if only a quorum voted) and similarly revise the corresponding risk factor on page 45.
Risk Factors, page 44
7.We note disclosure throughout your prospectus that your sponsor may surrender or
forfeit, transfer or exchange its securities, including for no consideration. Please add
risk factor disclosure about risks that may arise from the sponsor or a sponsor affiliate
having the ability to remove itself as your sponsor before identifying an initial
business combination, including through the unconditional ability to transfer the
founder shares or all or any portion of its membership interests in the sponsor.
Address the consequences of such removal to the company's ability to consummate an
initial business combination, including that any replacement sponsor could have
difficulty finding a target.
8.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.
Use of Proceeds, page 85
You state on page 87 and elsewhere that your initial shareholders, officers and
directors will agree to waive their rights to liquidating distributions from the trust
account with respect to any founder shares held by them if you fail to complete your
initial business combination. Please revise to clarify if they have also waived such 9.

September 15, 2025
Page 3
rights with respect to their private placement shares.
Dilution, page 89
10.Please note that your disclosure starting on page 89 does not appear to meet the
requirements of Item 1602(c) of Regulation S-K.  You may consider the disclosures
that you have made elsewhere in your filing such as on pages 39 to 41
to enhance your dilution disclosure so that it will comply.
Proposed Business
Our Acquisition Process, page 106
11.Please reconcile your disclosure here that there is no agreement, arrangement, or
understanding between your sponsor, you, and any of your officers and directors with
respect to determining whether to proceed with a business combination with your
disclosure elsewhere in the prospectus, including on pages 87 and 152, that you will
enter into a letter agreement with your initial shareholders, officers, and directors in
which they will agree to waive their redemption rights with respect to the completion
of an initial business combination and waive their redemption rights in connection
with a shareholder vote to approve the initial business combination, and that they
agree to vote any founder shares and any public shares in favor of your initial business
combination. Please also reconcile your disclosures, such as on page 45, that these
individuals have agreed to vote their founder shares, private placement shares, and
public shares, with disclosures, such as on page 117, that they have agreed to vote
their founder shares and public shares.
Certain Relationships and Related Party Transactions, page 146
12.Please expand your disclosure regarding the financial services advisory agreement
between the company and SilverBox Securities filed as Exhibit 10.9 to the registration
statement to state the term of the engagement and the transaction fee to be paid in the
event of termination by the company, as outlined in Section 2 of the agreement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,

September 15, 2025
Page 4
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jonathan Ko