Seven Oaks Acquisition Corp. (Nasdaq: SVOK, SVOKU, SVOKW) (the
“Company” or “Seven Oaks”), a publicly-traded special purpose
acquisition company sponsored by Seven Oaks Sponsor, LLC
(“Sponsor”), today announced that it will voluntarily transfer the
listing of its Class A common stock and public warrants from the
Nasdaq Capital Market (“Nasdaq”) to the New York Stock Exchange
(“NYSE”) in connection with, and upon the closing of, the
previously announced business combination (the “Business
Combination”) with Boxed (“Boxed”), an e-commerce grocery platform
which sells bulk consumables and licenses its e-commerce software
to enterprise retailers. In connection with the Business
Combination, all Seven Oaks units will be automatically separated
and each of the then issued and outstanding shares of Class A
common stock will convert automatically, on a one-for-one basis,
into a share of common stock, par value $0.0001 per share, of the
post-business combination company, to be renamed Boxed, Inc. The
shares of common stock and public warrants of Boxed, Inc. are
expected to begin trading under the stock symbol “BOXD” and “BOXD
WS”, respectively, on December 9, 2021. Seven Oaks’ units, Class A
common stock and public warrants will continue to trade on Nasdaq
until the closing of the Business Combination.
In compliance with Nasdaq’s Listing Rules, Seven
Oaks provided Nasdaq with notice of its intent to delist its Class
A common stock and public warrants from Nasdaq after market close
on December 8, 2021. The NYSE listing and Nasdaq delisting are
subject to the closing of the Business Combination and fulfillment
of all NYSE listing requirements.
About Seven Oaks
Seven Oaks is a special purpose acquisition
company formed for the purpose of entering into a business
combination. Its goal is to deliver attractive and sustainable
returns to investors through an investment in a growth-oriented
company that aspires to make a positive social impact with an
emphasis on good Environmental, Social and Governance (“ESG”)
practices. Seven Oaks raised $258.75 million in its initial public
offering in December 2020 and its securities are listed on Nasdaq
under the tickers “SVOK,” “SVOKU” and “SVOKW.” Seven Oaks is led by
an experienced team of managers, operators and investors who have
played important roles in helping build and grow profitable public
and private businesses to create value for stockholders. For more
information please visit www.sevenoaksacquisition.com.
About Boxed
Boxed is an e-commerce retailer and an
e-commerce enabler. Boxed operates an e-commerce retail service
that provides bulk pantry consumables to businesses and household
customers, without the requirement of a “big-box” store membership.
This service is powered by Boxed’s own purpose-built storefront,
marketplace, analytics, fulfillment, advertising, and robotics
technologies. Boxed further enables e-commerce through its Software
& Services business, which offers customers in need of an
enterprise-level e-commerce platform access to its end-to-end
technology. Boxed has developed a powerful, unique brand, known for
doing right by its customers, employees and society.
Important Information About the Business
Combination and Where to Find It
Seven Oaks has filed a registration statement on
Form S-4 with the SEC, which includes a proxy statement/prospectus.
The registration statement has been declared effective and the
proxy statement/prospectus has been distributed to Seven Oaks'
stockholders that is both the proxy statement in connection with
its solicitation of proxies for the vote by Seven Oaks’
stockholders with respect to the business combination and other
matters as may be described in the registration statement, as well
as the prospectus relating to the offer and sale of the securities
to be issued in the business combination to certain of Boxed’s
stockholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Seven Oaks' stockholders and other interested
persons are advised to read the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about Boxed, Seven Oaks and the business combination.
The definitive proxy statement/prospectus and
other relevant materials for the proposed business combination have
been mailed to stockholders of Seven Oaks as of October 26, 2021,
the record date established for voting on the proposed business
combination. Stockholders can obtain copies of the definitive proxy
statement and other documents filed with the SEC, at the SEC’s
website at www.sec.gov, or by directing a request to Seven Oaks’
secretary at 445 Park Avenue, 17th Floor, New York, NY 10022, (917)
214-6371.
Participants in the
Solicitation
Seven Oaks and its directors, executive
officers, other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Seven Oaks’ stockholders in connection with the business
combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
business combination of Seven Oaks’ directors and officers in Seven
Oaks’ filings with the SEC, including the Registration Statement on
Form S-4 filed with the SEC by Seven Oaks, which includes the proxy
statement/prospectus of Seven Oaks for the business combination.
Stockholders can obtain copies of Seven Oaks’ filings with the SEC,
without charge, at the SEC’s website at www.sec.gov.
Boxed and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of Seven Oaks in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination are included in the
proxy statement/prospectus for the business combination.
Forward-Looking Statements
Certain statements in this press release may be
considered forward-looking statements. Forward-looking statements
generally relate to future events, such as expected timing for the
proposed business combination. For example, statements regarding
the timing of the completion of the proposed business combination
are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "pro forma",
"may", "should", "could", "might", "plan", "possible", "project",
"strive", "budget", "forecast", "expect", "intend", "will",
"estimate", "anticipate", "believe", "predict", "potential" or
"continue", or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject
to risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by
Seven Oaks and its management, and Boxed and its management, as the
case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: (i) the occurrence of any event,
change or other circumstances that could give rise to the
termination of subsequent definitive agreements with respect to the
proposed business combination; (ii) the outcome of any legal
proceedings that may be instituted against Seven Oaks, Boxed, the
combined company or others following the announcement of the
business combination and any definitive agreements with respect
thereto; (iii) the inability to complete the business combination
due to the failure to obtain approval of the stockholders of Seven
Oaks or Boxed; (iv) the inability of Boxed to satisfy other
conditions to closing; (v) changes to the proposed structure of the
business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (vi) the
ability to meet stock exchange listing standards in connection with
and following the consummation of the proposed business
combination; (vii) the risk that the proposed business combination
disrupts current plans and operations of Boxed as a result of the
announcement and consummation of the proposed business combination;
(viii) the ability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (ix) costs
related to the business combination; (x) changes in applicable laws
or regulations; (xi) the possibility that Boxed or the combined
company may be adversely affected by other economic, business,
regulatory, and/or competitive factors; (xii) Boxed's estimates of
expenses and profitability; (xiii) the evolution of the markets in
which Boxed competes; (xiv) the ability of Boxed to implement its
strategic initiatives and continue to innovate its existing
offerings; (xv) the ability of Boxed to defend its intellectual
property; (xvi) the ability of Boxed to satisfy regulatory
requirements; (xvii) the impact of the COVID-19 pandemic on Boxed's
and the combined company's business; and (xviii) other risks and
uncertainties set forth in the section entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the
registration statement on Form S-4 referenced above and other
documents to be filed with the SEC by Seven Oaks.
Nothing in this press release should be regarded
as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither
Seven Oaks nor Boxed undertakes any duty to update these
forward-looking statements.
Investor Contacts
Seven Oaks:Drew Pearsondrew@sevenoaksacquisition.com
Boxed:Chris MandevilleICRBoxedIR@icrinc.com
Media Contacts
Boxed:Keil DeckerICRBoxedPR@icrinc.com
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