SilverBox Corp V 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended December 31, 2025. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ 67 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors and officers are as follows: ​ ​ Name ​ Age ​ Title Stephen M. Kadenacy ​ 57 ​ Chairman and Chief Executive Officer Joseph E. Reece ​ 64 ​ Founding Partner Duncan Murdoch ​ 54 ​ Chief Investment Officer Jin Chun ​ 47 ​ Chief Operating Officer Patrick Wilson ​ 41 ​ Partner Daniel E. Esters ​ 60 ​ Chief Financial Officer and Director David Lee ​ 57 ​ General Counsel Arik Prawer ​ 60 ​ Director Matt Godden ​ 44 ​ Director David Rone ​ 63 ​ Director ​ Stephen M. Kadenacy , our Chairman and Chief Executive Officer, is a Co-Founder and a Co-Managing Partner of SilverBox Capital. Mr. Kadenacy has been serving as a member of the board of BRCC since April 2025 and Chairman and Chief Executive Officer of SBXD since its incorporation in April 2024. He has also been serving as the Chairman of Centerline Logistics Corp, a leading marine oil transportation services firm and ship assist company, since July 2019. Mr. Kadenacy served as Chief Financial Officer of BRCC from September 2023 to June 2025. Mr. Kadenacy also served as the Chief Executive Officer of SBXC until its liquidation in November 2024 and SBEA until its business combination with BRCC in February 2022. He also served as Chairman and CEO of Boxwood until its business combination and remained on the board of directors of the combined company, Atlas Technical Consultants, Inc., until April 2020. Between May 2008 and July 2017, Mr. Kadenacy served in a number of senior leadership roles at AECOM, a large engineering and technical services business, including its President and Chief Operating Officer from September 2015 to July 2017, President and Chief Financial Officer from 2014 to 2015 and Chief Financial Officer from 2011 to 2014. During his tenure at AECOM, the company grew from approximately $5 billion of revenues in 2008 to approximately $18 billion in 2017. Previously, Mr. Kadenacy was a Partner at KPMG in Economic Consulting and served as a member of the board of directors of ABM Industries, a provider of facility management services, YMCA of Greater Los Angeles and the Board of Trustees for the UCLA’s Anderson School of Business. Mr. Kadenacy is well qualified to serve as director due to his investment experience as well as his background in finance and his experience with Boxwood, SBEA, SBXC and SBXD. Joseph E. Reece , our Founding Partner, is a Co-Founder and a Co-Managing Partner of SilverBox Capital. Previously, he founded Helena Capital, a merchant bank and a predecessor company of SilverBox Capital, in April 2015 and served as Chief Executive Officer until January 2017, and then again from October 2018. Mr. Reece has been serving as Founding Partner of SBXD since its initial public offering in August 2024 and is the Chief Executive Officer of SilverBox Securities. Mr. Reece has been serving as Non-Executive Chairman of Compass Minerals since May 2021, having been a member of the board of directors since 2019. He has also been serving as Chairman of NCR Atleos Corporation since October 2023 after serving as Chairman of predecessor NCR Corporation from May 2023 and lead independent director from November 2022 to May 2023. He was a member of the board of directors of Quotient Technology Inc. since May 2022 until its sale in September 2023. Mr. Reece also served as a Consultant to BDT & Company, LLC from October 2019 to January 2022. Mr. Reece previously served as Founding Partner of SBXC from its initial public offering in February 2023 until its liquidation in November 2024 and as Executive Chairman of SBEA until its business combination with BRCC in February 2022. He also served as Executive Vice Chairman and Head of UBS Securities, LLC’s Investment Bank for the Americas from February 2017 to September 2018. Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. His prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the SEC. Mr. Reece has previously served as a member of the board of directors of UBS Securities, LLC, of NCR Corporation where he served as Chairman of the Board, of Quotient Technology, of Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., of Del Frisco’s Restaurant Group, Inc., of RumbleOn, Inc., of CST Brands, Inc., and of LSB Industries, Inc. 68 Table of Contents Duncan Murdoch , our Chief Investment Officer, has over 25 years of private equity and investment banking experience. Mr. Murdoch is currently the Chief Investment Officer of SilverBox Capital and has served as Chief Investment Officer of SBXD since its initial public offering in August 2024. Mr. Murdoch has been serving as a member of the board of Bearing Advisors LLC since July 2025. Mr. Murdoch served as Chief Investment Officer of Boxwood Capital, the predecessor to SilverBox Capital, since April 2020. Previously, Mr. Murdoch served as Chief Investment Officer of SBXC from February 2023 until its liquidation in November 2024 and SBEA until its business combination with BRCC in February 2022. Mr. Murdoch served as Chief Investment Officer of Boxwood Merger Corp. until its business combination with Atlas Technical Consultants, Inc., from November 2018 to February 2020. Prior to that Mr. Murdoch spent approximately 17 years at Macquarie Capital in New York where he was a Senior Managing Director, from 2006 to October 2018, and also served as Co-Head of the Principal Transactions Group US from 2010 to 2018, and as Co-Head of the Industrials Group US from 2006 to 2010. Mr. Murdoch also served on numerous committees at Macquarie Capital including the US Capital Commitments Committee and the US Operating Committee. While at Macquarie Capital, Mr. Murdoch led numerous investments and acquisitions on behalf of Macquarie Capital and funds managed by affiliates of Macquarie Capital across multiple sectors, including infrastructure, business services, environmental services, aerospace, and consumer. Mr. Murdoch served on the board of directors of numerous private companies, including Brek Manufacturing Company, Utility Service Partners, Inc., Puralube, Inc., Icon Parking Systems, Smarte Carte, Inc., DNEG, Anaergia Inc., MST Global, and Skis Rossignol S.A. Previously, Mr. Murdoch worked for BMO Nesbitt Burns Inc. in Toronto, for Macquarie in Sydney in their Corporate Advisory Group, and for justices in the Commercial Division of the Supreme Court of New South Wales, Australia. Jin Chun , our Chief Operating Officer, has more than 20 years of private equity and investment banking experience. Mr. Chun is a Partner of SilverBox Capital, the Chief Operating Officer of SilverBox Securities and has been serving as Chief Operating Officer of SBXD since its initial public offering in August 2024. He served as Chief Operating Officer of SBXC from February 2023 until its liquidation in November 2024 and SBEA until its business combination with BRCC in February 2022. Previously, Mr. Chun was a Managing Director of Macquarie Capital based in New York, where he was a member of its principal investing team from November 2005 to December 2020 where he was responsible for sourcing, executing and managing investments on behalf of Macquarie Capital and funds managed by affiliates of Macquarie Capital. Past investments have included debt, preferred equity and common equity investments across technology, financial services, infrastructure, travel and leisure, and gaming sectors. Prior to that, Mr. Chun worked for Dresdner Kleinwort Wasserstein in its Industrial M&A team from 2001 to 2005. Mr. Chun serves on the board of directors of Read Ahead, Inc. Patrick Wilson , our Partner, has more than 15 years of private equity and investment banking experience. Mr. Wilson is a Partner of SilverBox Capital. Previously, Mr. Wilson was a Partner at private equity firm FalconPoint Partners from 2023 to 2024. Prior to that, he worked at Rhône Group from 2019 to 2023 and The Carlyle Group from 2013 to 2019 focusing on sectors that included industrials, consumer, and business services, among others. Past investments made by Mr. Wilson have included majority and minority equity investments, preferred equity and debt instruments in multiple jurisdictions. Earlier, Mr. Wilson worked in investment banking at UBS Investment Bank from 2010 to 2013 and practiced as a private equity attorney at Clayton Utz, where he was admitted by the Supreme Court of NSW, Australia in 2009. Mr. Wilson has served as a director or observer on the board of JENNMAR Holdings, Hudson’s Bay Company and its affiliates, NEP Group, Paragon Films, Wahoo Fitness, Medforth Global Healthcare Education and Healthscope Hospitals. He is currently a member of the board of trustees of Row New York. Mr. Wilson holds a Master of Applied Finance from The Securities Institute of Australia and Bachelor’s degrees in Laws and Commerce from the University of Sydney. Daniel E. Esters , our Chief Financial Officer and Director, is the Chief Financial Officer and a Partner of SilverBox Capital, the Chief Financial Officer and Chief Compliance Officer of SilverBox Securities and has been serving as Chief Financial Officer of SBXD since its initial public offering in August 2024. He formerly served as the Chief Financial Officer of SBXC from February 2023 until its liquidation in November 2024, SBEA until its business combination with BRCC in February 2022 and Boxwood Merger Corp. from November 2018 to February 2020. Mr. Esters spent 24 years serving in a variety of capacities at several investment banking firms where he accumulated extensive transaction experience including origination, due diligence assessment, structuring, negotiation and marketing of a wide range of merger and acquisitions, debt financings, restructurings and public equity offerings. From August 2014 to September 2018, Mr. Esters served as a managing director of M&A Capital LLC, a boutique investment banking firm and independent sponsor. From May 1996 to August 2014, he served in the Investment Banking department of Jefferies LLC, where his last role was as Managing Director within the firm’s financial sponsor group. Previously, Mr. Esters served with the Investment Banking department of PaineWebber, Inc. and with the audit practice of accounting firm Price Waterhouse LLC, where he earned his C.P.A. license. Mr. Esters is well qualified to serve as director due to his investment experience as well as his background in finance and his experience with Boxwood Merger Corp, SBEA, SBXC and SBXD. 69 Table of Contents David Lee , our General Counsel, has more than 25 years of experience in representing private equity firms (and their portfolio companies) and owners of U.S. middle market companies as legal counsel. Mr. Lee has been serving as General Counsel of SBXD since its initial public offering in August 2024. He formerly served as the General Counsel of SBXC from February 2023 until its liquidation in November 2024 and Boxwood Merger Corp. until its business combination with Atlas Technical Consultants, Inc., from November 2018 to February 2020. He is the founder and Manager of Co-Counsel, LLC (a boutique M&A law firm established in October 2017) and the founder and Manager of Atrium Exit, LLC (a legal technology company established in August 2019). Mr. Lee served as Special Counsel at Jenner & Block LLP from October 2015 to September 2017, as Chief Executive Officer and Co-Founder of 10x Market, LLC from January 2013 to October 2015, and as Partner at DLA Piper LLP from December 2010 to December 2012. Prior to that, he served as Partner at Mayer Brown LLP from January 2007 to December 2010, as Partner at Kaye Scholer LLP from 2005 to 2006, as Partner at Kirkland & Ellis LLP from 2002 to 2004 and as Associate at Kirkland & Ellis LLP from 1996 to 2002. Mr. Lee holds a Bachelor’s degree in political science from the University of Chicago and a law degree from Northwestern University School of Law. Arik Prawer , one of our independent directors, has over 30 years of experience in real estate, investment banking, capital markets, as both a banker and senior executive of both public and private companies. Currently, Mr. Prawer serves as Co-President and CFO of the Inspire Communities affordable housing platform and has served in this capacity since July 2024. Prior to this, between June 2022 and June 2024, he served as Co-President of Builders Capital, the nation’s leading construction lender for homebuilders. Before that, Mr. Prawer led the Homes Division at Zillow Group where he led the build out of Zillow Offers and oversaw the mortgage business start-ups between February 2018 and May 2022. Before joining Zillow in 2018, served as Chief Integration Officer for Invitation Homes, a single-family rental owner and operator, from November 2017 to February 2018 and held several positions at Starwood Waypoint Homes (including its predecessors), a single-family residential real estate investment trust, from March 2012 to November 2017, including Chief Financial Officer, Co-President, and other positions regarding acquisitions, developing third-party affiliate partner relationships and capital markets activities. Before joining Starwood Waypoint Homes and its predecessors, Mr. Prawer spent 12 years at Credit Suisse Securities, LLC (including its predecessors), where he led the West Coast Real Estate investment banking practice focusing on capital formation and mergers and acquisitions for public and private real estate companies. Mr. Prawer received an M.B.A. from The University of Pennsylvania (Wharton) and a B.S.E. in Finance and a B.A. in History from the University of Pennsylvania. Mr. Prawer is well qualified to serve as a director due to his extensive experience in real estate, capital markets and corporate finance, including senior leadership roles at public and private companies. Matt Godden , one of our independent directors, served as President, Chief Executive Officer and a director of Centerline Logistics (“Centerline”) from 2019 until the successful sale of the company in January 2026. Mr. Godden previously served as Centerline’s Senior Vice President and Chief Operating Officer starting in 2015. From 2008 to 2014, Mr. Godden owned and operated Focus Technology, a mid-market consulting firm specializing in system and operational diligence, strategic planning, and corporate carve-outs for large private equity firms and investment banks. Mr. Godden is a former member of the executive team of the Blue Sky Maritime Coalition, aimed at achieving net-zero emissions in the North American maritime industry by 2050, and a former board member of the American Waterways Operators (AWO), a trade group representing the US tugboat, towboat, and barge industry. Mr. Godden is well qualified to serve as a director due to his extensive business and investment experience, including senior leadership roles at private companies. David Rone , one of our independent directors, has been serving as Managing Partner at Guggenheim Partners, where he leads strategic initiatives on behalf of the Chief Executive Officer, since April 2021. From April 2021 to April 2024, he also served as Co-President of Guggenheim Investments, Guggenheim’s global asset management and investment advisory division. From January 2017 to April 2021, Mr. Rone was a Senior Managing Director at Guggenheim Partners. Mr. Rone also currently serves as a senior executive at TWG Global, a holding company formed to manage investments including interests in the Los Angeles Dodgers, Los Angeles Lakers, Chelsea FC and the Cadillac F1 Team. Earlier in his career, Mr. Rone held senior leadership roles at Time Warner Cable Networks and Time Warner Cable Sports, Evolution Media Capital, CAA Sports, Fox Sports, and The Walt Disney Company. He began his career as a transactional attorney specializing in mergers and acquisitions, leveraged buyouts and corporate financing. Mr. Rone received a B.A. in Economics from Tufts University and a J.D. from Northwestern Pritzker School of Law. Mr. Rone is well qualified to serve as a director due to his significant business, investment, and financial experience. Prior Blank Check Experience Members of our management team serve as officers and directors of SBXD, a blank check company which raised an aggregate of $200.0 million in its initial public offering in August 2024. Mr. Kadenacy serves as Chairman and Chief Executive Officer, Mr. Reece serves as Founding Partner, Mr. Murdoch serves as Chief Investment Officer, Mr. Chun serves as Chief Operating Officer and Mr. Esters serves as Chief Financial Officer and a director of SBXD. 70 Table of Contents Members of our management team served as officers and directors of SBXC, a blank check company which raised an aggregate of $138.0 million in its initial public offering in February 2023. Mr. Reece served as Executive Chairman, Mr. Kadenacy served as Chief Executive Officer, Mr. Murdoch served as Chief Investment Officer, Mr. Chun served as Chief Operating Officer and Mr. Esters served as Chief Financial Officer of SBEA. Mr. Reece served as a director of SBXC. Members of our management team served as officers and directors of SBEA, a blank check company which raised an aggregate of $300.0 million in its initial public offering in February 2021. Mr. Reece served as Executive Chairman, Mr. Kadenacy served as Chief Executive Officer, Mr. Murdoch served as Chief Investment Officer, Mr. Chun served as Chief Operating Officer and Mr. Esters served as Chief Financial Officer of SBEA. Mr. Reece served as a director of SBEA. In addition, certain members of our management team previously served as an officer or director of Boxwood Merger Corp. a blank check company which raised an aggregate of $200.0 million in its initial public offering in November 2018 and consummated an initial business combination with Atlas Intermediate Holdings LLC, a provider of professional testing, inspection, engineering and consulting services, in February 2020. Mr. Reece served as the lead independent director, Mr. Kadenacy served as Chairman and Chief Executive Officer, Mr. Murdoch served as Chief Investment Officer and Mr. Esters served as Chief Financial Officer of Boxwood Merger Corp. Mr. Kadenacy served as a director of Boxwood Merger Corp.’s successor company, Atlas Technical Services, Inc. until April 2020. The past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management’s performance as indicative of our future performance. Number and Terms of Office of Officers and Directors Our board of directors consists of seven members. Holders of our founder shares have the right to appoint all of our directors or remove any one of them for any reason prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NYSE. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Founding Partner, a Partner, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors. Director Independence NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have three “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our audit committee will be entirely composed of independent directors meeting the NYSE’s additional requirements applicable to members of the audit committee. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 71 Table of Contents Executive Officer and Director Compensation None of our officers or directors have received any compensation for services rendered to us. Our sponsor, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, commencing upon the Initial Public Offering in December 2025, we pay an amount equal to $10,000 per month to our sponsor for office space, administrative and shared personnel support services. Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates. Directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee is available on our website at sbcap.com. Audit Committee Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. The members of our audit committee are Mr. Prawer, Mr. Godden and Mr. Rone. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Prawer qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We adopted an audit committee charter, details the purpose and principal functions of the audit committee, including: ● Assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ● Reviewing the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● re-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● Reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; ● Setting clear hiring policies for employees or former employees of the independent registered public accounting firm; 72 Table of Contents ● Setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● Obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● Meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● Reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● Reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. The members of our compensation committee are Mr. Prawer, Mr. Godden and Mr. Rone. We adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including: ● Reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● Reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; ● Reviewing our executive compensation policies and plans; ● Implementing and administering our incentive compensation equity-based remuneration plans; ● Assisting management in complying with our proxy statement and annual report disclosure requirements; ● Approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● Producing a report on executive compensation to be included in our annual proxy statement; and ● Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. 73 Table of Contents However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee Mr. Prawer, Mr. Godden and Mr. Rone serve as members of our nominating and corporate governance committee. Under the NYSE listing standards, all members of the nominating and corporate governance committee must be independent. We adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including: ● Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors; ● Developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● Coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● Reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. Director Nominations Our nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the shareholders. We have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Code of Ethics We adopted a Code of Ethics applicable to our directors, officers and employees. A copy of our form of Code of Ethics is available on our website at www.sbcap.com. You are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Insider Trading Policy The Company has adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, employees, consultants, and contractors and is designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. 74 Table of Contents Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Our management team is responsible for the management of our affairs. As described above and below, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described in “Proposed Business - Sourcing of Potential Business Combination Targets”). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity, prior to its presentation to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with members of our management team or Founder Group. In the event we seek to complete our initial business combination with a business that is affiliated with members of our management team and Founder Group, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent registered public accounting firm, that such an initial business combination is fair to our company from a financial point of view. On August 6, 2025, SBXD announced that it had entered into a business combination agreement with Parataxis Holdings, an institutional digital asset management platform, but no assurances can be made that the proposed transaction will be consummated. As a result, if the business combination does not occur, there is a material conflict of interest between SBXD and our company as we and SBXD are both engaged in the business of engaging in business combinations. Other than SBXD, because the other entities to which our officers and directors owe fiduciary duties or contractual obligations (as described below) are not themselves in the business of engaging in business combinations, we do not believe, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. 75 Table of Contents In addition, there are no contractual agreements between us, SBXD, our sponsor or our Founder Group regarding allocation of opportunities among us and SBXD. To the extent that our sponsor, our Founder Group or any other entity affiliated with our sponsor becomes aware of a potential acquisition opportunity, such entity has complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination. We expect that a determination will be made as to whether us or SBXD would be presented with the opportunity, if at all, based on the circumstances of the particular situation, including but not limited to the relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional financings, amount of time required to complete a business combination, and the relevant experience of the directors and officers involved with a particular blank check company. Our amended and restated memorandum and articles of association provides that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter (a) which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other unless such opportunity is expressly offered to such director or officer in their capacity as a director or officer of the company and the opportunity is one the company is legally and contractually permitted to undertake and would otherwise be reasonable for the company to pursue or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Members of our management team and Founder Group may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients), or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, members of our management team and Founder Group, could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Potential investors should also be aware of the following other potential conflicts of interest: ● none of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. ● in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Please see “— Directors and Executive Officers” for a description of our management’s other affiliations. ● our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to consummate our initial business combination within the completion window. However, if our initial shareholders or any of our officers, directors or affiliates acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to consummate our initial business combination within the completion window. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the Trust Account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. Except as described herein, (1) pursuant to a letter agreement entered into with us, our initial shareholders, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (A) one year after completion of our initial business combination; or (B) if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing any time 150 days after completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares, and (2) pursuant to a letter agreement entered into with us, our sponsor have agreed not to transfer, assign or sell any private placement units and the Class A ordinary shares underlying such units until 30 days after the completion of our initial business combination. We refer to such transfer restrictions as the lock-up. Notwithstanding the foregoing, if we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, the founder shares will be released from the lock-up. Since our sponsor, members of our management team and Founder Group may directly or indirectly own ordinary shares and warrants following our initial 76 Table of Contents public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. ● our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination. ● our sponsor and members of our management team will directly or indirectly own our securities following our initial public offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of our initial public offering, our sponsor will have invested in us an aggregate of $4,575,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,550,000 purchase price for the private placement units (or $10.00 per unit).Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. ● in the event our sponsor or members of our management team provide loans to us to finance transaction costs, or out-of-pocket reimbursement of expenses, in connection with an intended initial business combination and/or incur expenses on our behalf in connection with an initial business combination, such persons and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● we are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or members of our management team; accordingly, such affiliated person(s) they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. ● we may engage SilverBox Securities to provide financial advisory services in connection with our initial business combination. If SilverBox Securities provides services to us after our initial public offering, we may pay SilverBox Securities fair and reasonable fees that would be determined at that time. Any fees we may pay SilverBox Securities for services rendered to us after our initial public offering may be contingent on the completion of a business combination and may be paid in a form other than cash. In the event SilverBox Securities provides any such services after our initial public offering, SilverBox Securities would have a conflict of interest as a portion of its compensation from our initial public offering is dependent on completion of our initial business combination. The conflicts described above may not be resolved in our favor. ​ 77 Table of Contents Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties: Individual (1) ​ ​ ​ Entity ​ ​ ​ Entity’s Business ​ ​ ​ Affiliation Joseph E. Reece ​ SilverBox Capital LLC ​ Financial advisory Investments and SPAC Sponsorship ​ Co-Managing Partner ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Securities LLC ​ Financial advisory ​ Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ Compass Minerals International Inc. ​ Production of Minerals ​ Executive Chairman ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Corp IV ​ SPAC ​ Founding Partner ​ ​ ​ ​ ​ ​ ​ ​ ​ NCR Atleos Corp ​ Enterprise Technology ​ Chairman ​ ​ ​ ​ ​ ​ ​ Stephen M. Kadenacy ​ BRC Inc. ​ Branded Coffee ​ Director ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Capital LLC ​ Investments and SPAC Sponsorship ​ Co-Managing Partner ​ ​ ​ ​ ​ ​ ​ ​ ​ Centerline Logistics Corp. ​ Energy Transportation ​ Chairman ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Corp IV ​ SPAC ​ Chairman and Chief Executive ​ ​ ​ ​ ​ ​ ​ Duncan Murdoch ​ SilverBox Capital LLC ​ Investments and SPAC Sponsorship ​ Chief Investment Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Corp IV ​ SPAC ​ Chief Investment Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ Bearing Advisors LLC ​ Advisory Services ​ Director ​ ​ ​ ​ ​ ​ ​ Jin Chun ​ SilverBox Capital LLC ​ Investments and SPAC Sponsorship ​ Partner ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Securities LLC ​ Financial advisory ​ Chief Operating Officer ​ ​ ​ ​ ​ ​ ​ Patrick Wilson ​ SilverBox Capital LLC ​ Investments and SPAC Sponsorship ​ Partner ​ ​ ​ ​ ​ ​ ​ Daniel E. Esters ​ SilverBox Capital LLC ​ Investments and SPAC Sponsorship ​ Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Corp IV ​ SPAC ​ Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Securities LLC ​ Financial advisory ​ Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ David Lee ​ SilverBox Capital LLC ​ Investments and SPAC Sponsorship ​ General Counsel ​ ​ ​ ​ ​ ​ ​ ​ ​ SilverBox Corp IV ​ SPAC ​ General Counsel ​ ​ ​ ​ ​ ​ ​ Arik Prawer ​ Inspire Communities ​ A leading owner and operator of affordable housing ​ Co-President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ David Rone ​ Guggenheim Partners ​ Global Investment and Asset Management ​ Managing Partner (1) Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations. In addition, our sponsor or any of its affiliates, or any of their respective clients, may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination. Further, in order to facilitate our initial business combination, including any related financing, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities, including for no consideration, as 78 Table of Contents well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders, officers and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination, and our officers and directors also have agreed to vote public shares purchased by them (if any) during or after our initial public offering (including in open market and privately- negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provides for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification by us of our officers and directors to the fullest extent authorized by law, as it now exists or may in the future be amended. We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions. We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. In connection with this registration statement, we have undertaken that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Clawback Policy The SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act, and the NYSE has adopted listing standards consistent with the SEC rules. In compliance with those standards, we have adopted an incentive compensation recoupment policy, or “clawback” policy, which applies to our executive officers, within the meaning of Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, who were employed by the Company or a subsidiary of the Company during the applicable recovery period. Under the policy, in the event that the financial results upon which a cash or equity-based incentive award was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the Compensation Committee will conduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as restated. The policy covers any cash or equity-based incentive compensation award that was paid, earned or granted to a covered officer during the last completed three fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement. 79 Table of Contents Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards to our executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards in relation to the disclosure of material non-public information by the Company . Item 11. Executive Compensation. None of our executive officers or directors have received any compensation for services rendered to us. We pay monthly recurring expenses of $10,000 to an affiliate of our sponsor for office space, administrative and shared personnel support services. Upon completion of the initial business combination or our liquidation, the Company will cease paying these monthly fees. Our sponsor, executive officers, directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers, directors and our or their affiliates. After the completion of the initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with an Initial Business Combination. We may not take any action to ensure that members of our management team maintain their positions with us after the consummation of an initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after an initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with an initial business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. We have no compensation plans under which equity securities are authorized for issuance. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of warrants as they are not exercisable within 60 days of the date of this annual report. The beneficial ownership of our ordinary shares is based on 27,600,000 shares of Class A ordinary shares and 6,900,000 shares of Class B ordinary shares issued and outstanding as of December 31, 2025. ​ 80 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ Number of Class ​ Approximate ​ Number of Class ​ Percentage of ​ ​ A Shares ​ Percentage of ​ B Shares ​ Outstanding ​ ​ Beneficially ​ Outstanding ​ Beneficially ​ Ordinary Name and Address of Beneficial Owner(1) ​ ​ ​ Owned (2) ​ ​ ​ Class A Shares ​ ​ ​ Owned (2) ​ ​ ​ Shares SilverBox Sponsor V LLC (1)(2) 195,000 — 6,900,000 20.4 % Stephen Kadenacy (1)(2) 195,000 — 6,900,000 20.4 % Joseph Reece (1)(2) 195,000 — 6,900,000 20.4 % Duncan Murdoch — — — — ​ Jin Chun — — — — ​ Patrick Wilson — — — — ​ Daniel E. Esters — — — — ​ David Lee — — — — ​ Arik Prawer — — — — ​ Matt Godden — — — — ​ David Rone — — — — ​ All executive officers and directors as a group (10 individuals) 195,000 — 6,900,000 20.4 % Holders of more than 5% of SilverBox Corp V any class of outstanding ordinary shares ​ ​ ​ ​ ​ Tenor Opportunity Master Fund, Ltd. (3) 1,650,000 5.9 % — 4.8 % (1) SilverBox Sponsor V LLC is the record holder of the shares reported herein. Mr. Kadenacy, our Chief Executive Officer, and Mr. Reece, our Founding Partner, are each the co-managing member of Boxwood Holdings V LLC, the managing member of SilverBox Sponsor V LLC. As such, they may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by SilverBox Sponsor V LLC. Such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (2) Interests shown consist of 6,900,000 Class B ordinary shares which are referred to herein as founder shares and 195,000 Class A ordinary shares included in the private placement units. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” (3) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on December 9, 2025, by or on behalf of Tenor Opportunity Master Fund, Ltd. Tenor Capital Management Company, L.P. (“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. The address of the principal business office is 810 Seventh Avenue, Suite 1905, New York, NY 10019. Unless otherwise noted, the business address of each of the following entities or individuals is c/o SilverBox Corp V, 8701 Bee Cave Road, East Building, Suite 310, Austin TX 78746. Our sponsor has the right to elect all of our directors prior to the consummation of our initial business combination as a result of holding all of the Founder Shares. In addition, because of this ownership block, our sponsor may be able to effectively influence the outcome of all matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions, including our initial business combination. In addition, our sponsor purchased an aggregate of 195,000 units at a price of $10.00 per unit ($1,950,000 in the aggregate) in a private placement that closed simultaneously with the closing of the initial public offering. The private placement units are identical to the public units sold in the initial public offering, subject to limited exceptions. 81 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. On June 5, 2025, our sponsor purchased an aggregate of 5,750,000 founder shares for an aggregate purchase price of $25,000. On December 2, 2025, the Company issued 1,150,000 Class B ordinary shares, through share recapitalization, to the sponsor for no consideration, based on the expectation that the founder shares would represent 20% of the outstanding ordinary shares upon completion of the initial public offering. Combined with the private placement units owned by the sponsor, the sponsor now owns 6,900,000 total Class B Shares representing 20% of the issued and outstanding ordinary shares Our sponsor purchased an aggregate of 195,000 private placement units at a price of $10.00 per unit ($1,950,000 in the aggregate) in the private placement. The private placement units are identical to the public units sold in our initial public offering, except that the private placement units (including the underlying securities) are subject to certain transfer restrictions and the holders thereof are entitled to certain registration rights, as described herein, and the underlying warrants: (1) will not be redeemable by us and (2) may be exercised by the holders on a cashless basis. A portion of the purchase price of the private placement units will be added to the proceeds from our initial public offering to be held in the Trust Account such that at the time of closing $230.0 million was be held in the Trust Account. If we do not complete our initial business combination within the completion window, the private placement units (and the underlying securities) will expire worthless. The private placement units (including the underlying private shares and private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination. If any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us. Our sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. On June 2, 2025, our sponsor agreed to loan us up to $300,000. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2025 and the closing of our initial public offering. The Company had $217,441 in borrowings under the promissory note, which was repaid at the closing of the Initial Public Offering on December 4, 2025. We have engaged SilverBox Securities to provide independent financial advisory services in connection with our initial public offering. As consideration for providing such services, we have agreed to pay SilverBox Securities a fee in an amount equal to (1) $25,000 was paid to SilverBox Securities upon the closing of our initial public offering, and (2) $1,380,000, which amount shall be subject to pro-rata reduction based on the number of Class A ordinary shares redeemed by our public shareholders, which will be paid to SilverBox Securities upon the closing of our initial business combination. Joseph Reece, our Founding Partner, Jin Chun, our Chief Operating Officer, and Dan Esters, our Chief Financial Officer, are officers of SilverBox Securities, and will participate in a portion of the fees payable to SilverBox Securities. The amount of any fees allocable to such officers will be determined in the sole discretion of Mr. Reece as the sole managing member of SilverBox Securities. The term of our engagement of SilverBox Securities is six (6) months from August 14, 2025, unless extended by mutual agreement of the parties. We or SilverBox Securities may terminate such engagement at any time. In the event we terminate SilverBox Securities’ engagement prior to the pricing of our initial public offering (other than a termination due to bad faith, willful misconduct or gross negligence of SilverBox Securities) and we consummate our initial public offering within six months following such termination, SilverBox Securities will be entitled to the fees described above. Commencing on the date on which our securities are first listed on the NYSE, we will pay an amount equal to $10,000 per month to our sponsor for office space, administrative and shared personnel support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 24 months, our sponsor will be paid a total of $240,000 ($10,000 per month in either case) and will be entitled to be reimbursed for any out-of-pocket expenses. 82 Table of Contents In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units and the underlying securities would be identical to the private placement units. Except for the foregoing, the terms of such loans by our sponsor, an affiliate of our sponsor or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, an affiliate of our sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post- combination business to determine executive officer and director compensation. We may engage SilverBox Securities to provide financial advisory services in connection with our initial business combination. If SilverBox Securities provides services to us after our initial public offering, we may pay SilverBox Securities fair and reasonable fees that would be determined at that time. Any fees we may pay SilverBox Securities for services rendered to us after our initial public offering may be contingent on the completion of a business combination and may be paid in a form other than cash. In the event SilverBox Securities provides any such services after our initial public offering, SilverBox Securities would have a conflict of interest as a portion of its compensation from our initial public offering is dependent on completion of our initial business combination. We have entered into a registration rights agreement with respect to the founder shares, private placement units, and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants contained in the private placement units or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares). Related Party Transactions Policy We had not yet adopted a formal policy for the review, approval or ratification of related party transactions prior to our initial public offering. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. Prior to the consummation of our initial public offering, we adopted a Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent registered public accounting firm that our initial business combination is fair to our company from a financial point of view. There will be no finder’s 83 Table of Contents fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination (regardless of the type of transaction that it is). However, the following payments may be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the Trust Account: ● payment to our sponsor for office space, administrative and shared personnel support services, in an amount equal to $10,000 per month, commencing on the first date on which our securities are listed on the NYSE; ● payment to SilverBox Securities for financial advisory services provided by SilverBox Securities in connection with our initial public offering in an amount equal to (1) $25,000 was paid to SilverBox Securities upon the closing of our initial public offering, and (2) $1,380,000, which amount shall be subject to pro-rata reduction based on the number of Class A ordinary shares redeemed by our public shareholders, which will be paid to SilverBox Securities upon the closing of our initial business combination. Joseph Reece, our Founding Partner, Jin Chun, our Chief Operating Officer, and Dan Esters, our Chief Financial Officer, are officers of SilverBox Securities, and will participate in a portion of the fees payable to SilverBox Securities. The amount of any fees allocable to such officers will be determined in the sole discretion of Mr. Reece as the sole managing member of SilverBox Securities; ● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● repayment of loans which may be made by our sponsor, an affiliate of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. ● The units and the underlying securities would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. ● We may engage SilverBox Securities to provide financial advisory services in connection with our initial business combination. If SilverBox Securities provides services to us after our initial public offering, we may pay SilverBox Securities fair and reasonable fees that would be determined at that time. Any fees we may pay SilverBox Securities for services rendered to us after our initial public offering may be contingent on the completion of a business combination and may be paid in a form other than cash. These payments may be made using funds that are not held in the Trust Account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the Trust Account released to us in connection therewith. Director Independence NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have three “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our audit committee is entirely composed of independent directors meeting the NYSE’s additional requirements applicable to members of the audit committee. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 84 Table of Contents Item 14. Principal Accounting Fees and Services. The following is a summary of fees paid to Withum for services rendered. Audit Fees During the period from May 29, 2025 (Inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $123,910, for the services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 financial statements included in this Report. Related Fees During the period from May 29, 2025 (Inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees During the period from May 29, 2025 (Inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees During the period from May 29, 2025 (Inception) through December 31, 2025, we did not have any fees from our independent registered public accounting firm for any other services. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). ​ ​ 85 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 ) F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from May 29, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ (Deficit) for the period from May 29, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the year period from May 29, 2025 (Inception) Through December 31, 2025 F-6 Notes to Consolidated Financial Statements F-7 to F-20 ​ (2) Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits. We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. ​ 86 Table of Contents ​ ​ ​ Exhibit Number ​ ​ ​ Description 3.1 ​ Amended and Restated Memorandum and Articles of Association incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 4, 2025) 4.1 ​ Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on November 12, 2025) 4.2 ​ Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on November 12, 2025) 4.3 ​ Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on November 12, 2025) 4.4 ​ Public Warrant Agreement, dated as of December 2, 2025, by and between the Company and Continental Stock Transfer & Trust Company (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 4.5 ​ Private Warrant Agreement, dated as of December 2, 2025, by and between Continental Stock Transfer & Trust Company and the Company (Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 10.1 ​ Investment Management Trust Agreement, dated as of December 2, 2025, by and between the Company and Continental Stock Transfer & Trust Company (Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 10.2 ​ Registration Rights Agreement, dated as of December 2, 2025, by and among the Company, the Sponsor and certain other shareholders signatory thereto (Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 10.3 ​ Letter Agreement, dated as of December 2, 2025, by and among the Company, the Sponsor and the officers and directors of the Company (Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 10.4 ​ Administrative Services Agreement, dated as of December 2, 2025, between the Company and the Sponsor (Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 10.5 ​ Form of Indemnification Agreement (Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 4, 2025, incorporated by reference herein) 19.1 ​ Insider Trading Policy 24 ​ Power of Attorney (Included on the Signature Page hereto) 31.1 ​ Certification of Chief Executive Officer and Director Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 ​ Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ​ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ​ Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 ​ Compensation Recovery Policy 101.INS ​ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document. 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibit 101). ​ ​ Item 16. Form 10-K Summary. None. ​ 87 Table of Contents SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 23rd of March 2026. ​ ​ ​ ​ SILVERBOX CORP V ​ ​ ​ By: /s/ Stephen M. Kadenacy ​ Name: Stephen M. Kadenacy ​ Title: Chairman and Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Stephen M. Kadenacy ​ Name: Stephen M. Kadenacy Title: Chairman and Chief Executive Officer (Principal Executive Officer) Date: March 23, 2026 ​ ​ By: /s/ Daniel E. Esters ​ Name: Daniel E. Esters Title: Director and Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 23, 2026 ​ ​ By: /s/ Arik Prawer ​ Name: Arik Prawer Title: Director Date: March 23, 2026 ​ ​ By: /s/ Matt Godden ​ Name: Matt Godden Title: Director Date: March 23, 2026 ​ ​ By: /s/ David Rone ​ Name: David Rone Title: Director Date: March 23, 2026 ​ ​ ​ 88 Table of Contents SILVERBOX CORP V INDEX TO FINANCIAL STATEMENTS ​ ​ ​ Report of Independent Registered Public Accounting Firm F-2 Financial Statements: ​ Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from May 29, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from May 29, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the year period from May 29, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 ​ ​ ​ ​ Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of SilverBox Corp V : Opinion on the Financial Statements We have audited the accompanying balance sheet of SilverBox Corp V (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from May 29, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of SilverBox Corp V as of December 31, 2025, and the results of its operations and its cash flows for the period from May 29, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete by the end of business combination period, then the Company will take measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. This liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 23, 2026 ​ F-2 Table of Contents SILVERBOX CORP V BALANCE SHEET ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 Assets: ​ ​ Current assets ​ ​ Cash ​ $ 812,892 Other receivable ​ 39,927 Prepaid expenses ​ 38,358 Prepaid insurance ​ 68,750 Total current assets ​ 959,927 Long-term prepaid insurance ​ 75,000 Cash and investments held in Trust Account ​ 276,768,884 Total Assets ​ $ 277,803,811 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: ​ ​ Current liabilities ​ ​ Accrued expenses ​ $ 7,083 Accrued offering costs ​ 85,000 Total current liabilities ​ 92,083 Deferred legal fee ​ 81,595 Advisory fee payable ​ 8,280,000 Deferred underwriting fee payable ​ 8,280,000 Derivative liabilities – warrants ​ 3,576,268 Total Liabilities ​ 20,309,946 Commitments and Contingencies (Note 6) ​ ​ Class A ordinary shares subject to possible redemption, 27,600,000 shares at a redemption value of $ 10.03 per share ​ 276,768,884 Shareholders’ Deficit ​ ​ Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding ​ — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 195,000 shares issued and outstanding, excluding 27,600,000 shares subject to possible redemption ​ 20 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding  ​ 690 Additional paid-in capital ​ — Accumulated deficit ​ ( 19,275,729 ) Total Shareholders’ Deficit ​ ( 19,275,019 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit ​ $ 277,803,811 ​ The accompanying notes are an integral part of the financial statements. ​ F-3 Table of Contents SILVERBOX CORP. V STATEMENT OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ For the ​ ​ Period ​ ​ from May 29, ​ ​ 2025 ​ ​ (Inception) ​ ​ Through ​ ​ December 31, ​ ​ ​ ​ 2025 Operating and formation costs ​ $ 152,980 Advisory fee expense ​ ​ 8,280,000 Loss from operations ​ ( 8,432,980 ) Other income: ​ ​ Gain on warrant liabilities ​ 102,067 Transaction costs ​ ( 127,380 ) Cash and interest earned on investments held in Trust Account ​ 768,884 Other income, net ​ 743,571 Net loss ​ $ ( 7,689,409 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares ​ 3,474,375 Basic and diluted net loss per share, Class A ordinary shares ​ $ ( 0.80 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares ​ 6,112,500 Basic and diluted net loss per share, Class B ordinary shares ​ $ ( 0.80 ) ​ The accompanying notes are an integral part of the financial statements. ​ F-4 Table of Contents SILVERBOX CORP. V STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM MAY 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Additional ​ ​ ​ ​ Total ​ ​ Ordinary Shares ​ Ordinary Shares ​ Paid-in ​ Accumulated ​ Shareholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Deficit Balance — May 29, 2025 (inception) — ​ $ — — ​ $ — ​ $ — ​ $ — ​ $ — Class B ordinary shares issued to Sponsor — ​ — 6,900,000 ​ 690 ​ 24,310 ​ — ​ 25,000 Sale of Private Placement Units 195,000 ​ 20 — ​ — ​ 1,949,980 ​ — ​ 1,950,000 Fair value of warrants included in Private Units — ​ — — ​ — ​ ( 25,935 ) ​ — ​ ( 25,935 ) Accretion of Class A ordinary shares subject to redemption — ​ — — ​ — ​ ( 1,948,355 ) ​ ( 11,586,320 ) ​ ( 13,534,675 ) Net loss — ​ — — ​ — ​ — ​ ( 7,689,409 ) ​ ( 7,689,409 ) Balance – December 31, 2025 195,000 ​ $ 20 6,900,000 ​ $ 690 ​ $ — ​ $ ( 19,275,729 ) ​ $ ( 19,275,019 ) ​ The accompanying notes are an integral part of the financial statements. ​ F-5 Table of Contents SILVERBOX CORP. V STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 ​ ​ ​ ​ ​ Cash Flows from Operating Activities: ​ ​ ​ ​ ​ Net loss ​ $ ( 7,689,409 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares ​ 8,264 Payment of operating costs through promissory note ​ 10,420 Transaction costs charged to profit and loss ​ 127,380 Cash and interest earned on cash and investments held in Trust Account ​ ( 768,884 ) Change in fair value of Warrant Liabilities ​ ( 102,067 ) Changes in operating assets and liabilities: ​ ​ Other receivable ​ ( 39,927 ) Prepaid expenses ​ ( 38,358 ) Prepaid insurance ​ ( 68,750 ) Long-term prepaid insurance ​ ( 75,000 ) Deferred legal fee ​ 16,935 Accounts payable and accrued expenses ​ 7,083 Advisory fee payable ​ 8,280,000 Net cash used in operating activities ​ ( 332,313 ) Cash Flows from Investing Activities: ​ ​ Investment of cash in Trust Account ​ ( 276,000,000 ) Net cash used in investing activities ​ ( 276,000,000 ) Cash Flows from Financing Activities: ​ ​ Proceeds from sale of Units, net of underwriting discounts paid ​ 275,750,000 Proceeds from sale of Private Placement Units ​ 1,950,000 Underwriters’ reimbursement ​ 25,000 Proceeds from promissory note - related party ​ 150,000 Repayment of promissory note - related party ​ ( 262,360 ) Payment of offering costs ​ ( 467,435 ) Net cash provided by financing activities ​ 277,145,205 Net Change in Cash ​ 812,892 Cash – Beginning of period ​ — Cash – End of period ​ $ 812,892 Non-cash investing and financing activities: ​ ​ Offering costs included in accrued offering costs ​ $ 85,000 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares ​ $ 16,736 ​ The accompanying notes are an integral part of the financial statements. ​ F-6 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operation SilverBox Corp V (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 29, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from May 29, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company’s sponsor is SilverBox Sponsor V LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2025. On December 4, 2025, the Company consummated the Initial Public Offering of 27,600,000 units at $ 10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”), which includes the full exercise of the underwriters’ over-allotment option of 3,600,000 Units, generating gross proceeds of $ 276,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 195,000 units (the “Private Placement Units”) to the Sponsor, at a price of $ 10.00 per Private Placement Unit, or $ 1,950,000 in the aggregate. Transaction costs amounted to $ 9,240,771 , consisting of $ 225,000 of cash underwriting fee (net of $ 25,000 underwriters’ reimbursement), $ 8,280,000 of deferred underwriting fee, and $ 735,771 of other offering costs. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the value of the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Initial Public Offering on December 4, 2025, an amount of $ 276,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds from the sale of the Private Placement Units, was placed in a trust account (the “Trust Account”) and will be (i) invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations or (ii) deposited in an interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $ 100 billion or more. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of (1) the Company’s completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does not consummated the initial Business Combination within the Completion Window (as defined below) from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if the Company has not completed an initial Business Combination within the Completion Window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the Company’s public shareholders. F-7 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, its initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a shareholder meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The shareholders will be entitled to redeem all or a portion of the Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, divided by the number of the outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share. The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company seeks shareholder approval and a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the Initial Public Offering to complete the initial Business Combination (the “Completion Window”). However, if the Company has not completed the initial Business Combination within the Completion Window or the Company does not otherwise seek shareholder approval to amend the amended and restated memorandum and articles of association to further extend the time to complete the initial Business Combination, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem 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, divided by the number of the outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, directors and officers entered into a letter agreement with the Company, pursuant to which they agreed to (1) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and any Public Shares held by them in connection with the completion of the initial Business Combination; (2) waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does not consummated its initial Business Combination within the Completion Window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and private placement shares they hold if the Company fails to complete its initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window); and (4) vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934 would not be voted in favor of approving the Business Combination transaction. The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.00 per Public Share or (2) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act (as defined in Note 2). However, the Company has not asked the Sponsor F-8 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had cash of $ 812,892 and working capital of $ 867,844 . In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per units. The units and the underlying securities would be identical to the Private Placement Units. As of December 31, 2025, there were no amounts outstanding under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F-9 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 812,892 and did no t have any cash equivalents as of December 31, 2025. Investments Held in Trust Account As of December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in cash and interest earned on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and F-10 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Class A ordinary shares not subject to possible redemption were charged to permanent equity. Offering costs allocated to the Public Warrants and Private Placement Warrants were charged to statement of operations as Public and Private Placement Warrants after management’s evaluation are accounted for under liability treatment. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. F-11 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class A Ordinary Shares Subject to Possible Redemption The Company’s ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ ​ ​ $ 276,000,000 Less: ​ ​ Proceeds allocated to Public Warrants ​ ( 3,652,400 ) Class A ordinary shares issuance cost ​ ( 9,113,391 ) Plus: ​ ​ Accretion of carrying value to redemption value ​ 13,534,675 Class A ordinary shares subject to possible redemption, December 31, 2025 ​ $ 276,768,884 ​ Warrant Instruments The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Public Warrant and Private Placement Warrant instruments under liability treatment at their fair value. As of December 31, 2025, there were 9,200,000 Public Warrants and 65,000 Private Placement Warrants outstanding. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the net loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per Ordinary Share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the ordinary shares for the period from May 29, 2025 (inception) through December 31, 2025, was less than the exercise price and therefore, the inclusion of such warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The warrants are exercisable to purchase 9,265,000 Class A ordinary shares in the aggregate. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. ​ F-12 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ May 29, 2025 ​ ​ (Inception) Through ​ ​ December 31, 2025 Basic and diluted net loss per ordinary share ​ ​ ​ Class A ​ ​ ​ Class B Basic and diluted net loss per ordinary share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ ( 2,786,715 ) ​ $ ( 4,902,694 ) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 3,474,375 ​ 6,112,500 Basic and diluted net loss per ordinary share ​ $ ( 0.80 ) ​ $ ( 0.80 ) ​ Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on May 29, 2025 (inception). Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering Public Units Pursuant to the Initial Public Offering on December 4, 2025, the Company sold 27,600,000 Units at a price of $ 10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option in the amount of 3,600,000 Units. Each Unit consists of one Class A ordinary share and one -third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors (including consideration of the market price) and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares (as defined in Note 4) held by the initial shareholders or such affiliates, as applicable, F-13 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue ordinary shares upon exercise of a warrant unless ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants within specified time periods after the closing of the initial Business Combination, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of ordinary shares underlying such unit. Redemption of Public Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30 - day redemption period; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”), provided that a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 - trading day measurement period. F-14 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Note 4 — Related Party Transactions Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 195,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 1,950,000 in the aggregate. Each Unit consists of one Class A ordinary share and one -third of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Only whole warrants are exercisable. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Founder Shares On June 5, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founder shares (the “Founder Shares”) to the Sponsor. In December 2025, the Company, through a share capitalization, issued the Sponsor an additional 1,150,000 Class B ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 6,900,000 Class B ordinary shares. All share and per share data has been retrospectively presented. Up to 900,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriter’s overallotment was exercised. On December 4, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 900,000 Founder Shares are no longer subject to forfeiture. Promissory Note On June 2, 2025, the Sponsor agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. The Company had $ 217,441 in borrowings under the promissory note, which was repaid at the closing of the Initial Public Offering on December 4, 2025. Borrowings under the note are no longer available. Administrative Support Agreement The Company entered into an agreement, commencing on December 2, 2025, to pay the Sponsor a total of $ 10,000 per month for office space, secretarial, administrative and shared personnel support services. The Company will cease the monthly fees through the earlier of completion of the Company’s initial Business Combination or liquidation. As of December 31, 2025, the Company incurred and paid $ 10,000 of administrative services fees. Advisory Services SilverBox Securities LLC, an affiliate of the Sponsor (“SilverBox Securities”), is acting as a financial advisor in connection with the Initial Public Offering. For financial advisory services provided by SilverBox Securities, the Company paid SilverBox Securities a fee in an amount equal to $ 25,000 , which was reimbursed by the underwriters to the Company. In addition, SilverBox Securities is entitled to $ 1,656,000 which amount shall be subject to pro rata reduction based on the number of Class A ordinary shares redeemed by the public shareholders, which will be paid to SilverBox Securities upon the closing of the initial Business Combination. Due to the fee being contingent upon the closing of the initial Business Combination, the Company has not recorded an expense or F-15 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 liability for these services. The Company will record the expense related the advisory services when the initial Business Combination is considered probable. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per units. The units and the underlying securities would be identical to the Private Placement Units. As of December 31, 2025, there were no amounts outstanding under the Working Capital Loans. Note 5 — Commitments and Contingencies Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units, which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on December 2, 2025. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F-16 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Underwriting Agreement The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 4, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,600,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 250,000 of the gross proceeds of the Units offered in the Initial Public Offering, which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 3 % of the gross proceeds of the Initial Public Offering held in the Trust Account, or $ 8,280,000 in the aggregate, which amount shall be subject to pro rata reduction based on the number of Class A ordinary shares redeemed by the public shareholders, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Deferred Legal Fee As of December 31, 2025, the Company had a total of $ 81,595 of deferred legal fees to be paid to the Company’s legal advisors upon consummation of the Business Combination. The deferred fee is classified as a non-current liability in the accompanying balance sheet as of December 31, 2025. Advisory Services In addition to the underwriting discounts and commissions, the Company engaged Santander to provide advisory services to the Company from time to time. As compensation for the services provided under an engagement letter, the Company will pay Santander a fee equal to 3.00 % of the gross proceeds raised in the Initial Public Offering, or an aggregate of $ 8,280,000 , payable upon closing of the initial Business Combination. The Company has agreed to indemnify Santander and its affiliates in connection with its role in providing the advisory services. The termination clause in the agreement deems the fee earned and recordable as of December 31, 2025, and $ 8,280,000 has been recorded as advisory fee payable on the accompanying balance sheet. Note 6 — Shareholders’ Deficit Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. At December 31, 2025, there were 195,000 Class A ordinary shares issued and outstanding, excluding 27,600,000 Class A ordinary shares subject to possible redemption. Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. On June 5, 2025, the Company issued 5,750,000 Class B ordinary shares to the Sponsor. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. Prior to the consummation of the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors. Holders of the Class A ordinary shares will not be entitled to vote on the appointment or removal of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a majority of at least 90 % of its ordinary shares voting at a shareholder meeting. The Class B ordinary shares will automatically convert into Class A ordinary shares upon the consummation of the initial Business Combination on a one -for-one basis, subject to adjustment for share subdivisions, share dividends, reorganizations, F-17 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number of shares of Class A ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Note 7 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). At December 31, 2025, assets held in the Trust Account were comprised of $ 702 in cash and $ 276,768,182 in a U.S. Treasury bill. During the period from May 29, 2025 (inception) through December 31, 2025, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and at Issuance (upon consummation of the IPO) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At Issuance ​ ​ ​ ​ December 31, ​ December 4, Description ​ ​ ​ Level ​ ​ ​ 2025 ​ ​ ​ 2025 Assets: ​ ​ ​ ​ ​ Investments held in Trust Account 1 ​ $ 276,768,182 ​ $ 276,000,000 Liabilities: ​ ​ ​ ​ ​ Derivative liability – Public Warrants 3 ​ 3,551,129 ​ 3,652,400 Derivative liability – Private Warrants 3 ​ 25,139 ​ 25,935 ​ The fair value of the Public Warrants and Private Placement Warrants was determined using the Monte Carlo Simulation Model. The Public Warrants and Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative liabilities - warrants in the accompanying balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants and Private Placement Warrants: ​ F-18 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 4, 2025 ​ ​ ​ ​ ​ Private ​ ​ Public ​ Placement ​ ​ ​ ​ Warrants ​ ​ ​ Warrants ​ Implied share price ​ $ 9.90 ​ $ 9.90 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Estimated volatility ​ 5.00 % 5.00 % Remaining term (years) ​ 7.00 ​ 7.00 ​ Risk-free rate (continuous) ​ 3.80 % 3.80 % Redemption price ​ $ 18.00 ​ $ 18.00 ​ Implied market adjustment ​ 32.80 % 32.80 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ ​ ​ Private ​ ​ Public ​ Placement ​ ​ ​ ​ Warrants ​ ​ ​ Warrants Implied share price ​ $ 9.93 ​ $ 9.93 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Estimated volatility ​ 5.00 % 5.00 % Remaining term (years) ​ 6.93 ​ 6.93 ​ Risk-free rate (continuous) ​ 3.86 % 3.86 % Redemption price ​ $ 18.00 ​ $ 18.00 ​ Implied market adjustment ​ 31.00 % 31.00 % ​ The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ ​ ​ Private Placement Warrants ​ ​ ​ Warrant Liabilities Warrant liabilities at December 4, 2025 (IPO) ​ $ — ​ $ — ​ $ — Issuance of Public and Private Warrants ​ 3,652,400 ​ 25,935 ​ 3,678,335 Change in fair value of warrant liabilities ​ ( 101,271 ) ​ ( 796 ) ​ ( 102,067 ) Fair value as of December 31, 2025 ​ 3,551,129 ​ 25,139 ​ 3,576,268 ​ ​ Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 Cash ​ $ 812,892 Cash and investments held in Trust Account ​ $ 276,768,884 ​ F-19 Table of Contents SILVERBOX CORP. V NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ For the ​ ​ Period from ​ ​ May 29, ​ ​ 2025 ​ ​ (Inception) ​ ​ through ​ ​ December 31, ​ ​ ​ ​ 2025 Operating and formation costs ​ $ 152,980 Cash and interest earned on investments held in Trust Account ​ $ 768,884 ​ The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating and formation costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 23, 2026, the Company announced that the holders of the Company’s units sold in the Company’s Initial Public Offering may elect to separately trade the Class A ordinary shares, par value $ 0.0001 per share, and redeemable warrants included in the Units commencing on January 23, 2026. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol SBXE.U. Any underlying Class A ordinary shares and warrants that are separated will trade on the NYSE under the symbols SBXE and SBXE.WS, respectively. ​ F-20