Filed by Seven Oaks Acquisition Corp.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Seven Oaks Acquisition Corp.
Commission File No. 001-39817
Seven Oaks Acquisition Corp. Announces Planned Transfer of Listing to NYSE in Connection with its Proposed Business Combination with Boxed
NEW YORK, December 2, 2021 – 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.
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.
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.