Seven Oaks Acquisition Corp. (“Seven Oaks” or “SVOK”) (Nasdaq:
SVOK, SVOKU, SVOKW), a publicly-traded special purpose acquisition
company, today announced that it has filed with the U.S. Securities
and Exchange Commission ("SEC") a registration statement on Form
S-4 (the "Registration Statement") in connection with its proposed
business combination with Boxed (“Boxed” or “the Company”), an
e-commerce grocery shopping platform selling bulk consumables to
households and businesses.
Boxed and Seven Oaks entered into a definitive agreement
relating to the business combination on June 13, 2021 that would
result in Boxed becoming a public company upon the closing of the
transaction. Boxed will continue to be led by Chieh Huang, Boxed’s
Chief Executive Officer. Gary Matthews, Chairman and Chief
Executive Officer of Seven Oaks, will serve as Boxed’s Chairman of
the Board when the business combination is complete.
Boxed also announced its intention to list on the New York Stock
Exchange (“NYSE”) upon the closing of the business combination. The
combined company will be called Boxed, Inc. and its common stock
and warrants are expected to list on the NYSE under the new ticker
symbols “BOXD” and “BOXD WS”, respectively. Seven Oaks’ securities
will remain listed on Nasdaq and continue to trade under the
tickers “SVOK,” “SVOKU” and “SVOKW” until the transfer to NYSE is
complete upon the closing of the business combination.
Mr. Huang stated, “Listing on the NYSE will be an important
milestone for Boxed as we believe it will amplify institutional
exposure to our unique, multi-pronged growth story, as well as
enhance the Company’s presence in the US capital markets and
improve the liquidity of our shares. With this filing, we have
achieved significant progress toward completing our business
combination, which is a key step forward to position Boxed for our
next phase of growth. We are very excited about our NYSE listing
and look forward to our first day of trading as a public
company.”
“We look forward to welcoming Boxed to the NYSE community and
our extraordinary network of NYSE-listed companies that aspire to
make a positive social impact,” said John Tuttle, NYSE Group’s Vice
Chairman and Chief Commercial Officer.
Under the terms of the proposed transaction, Boxed and Seven
Oaks will merge with a pro forma combined equity value of
approximately $900 million. The combined company is expected to
receive $334 million in net cash proceeds from a combination of
Seven Oaks’ cash in trust of approximately $259 million, assuming
no redemptions by Seven Oaks’ public stockholders, as well as a
$120 million fully committed private placement financing. There are
no secondary shares being sold by existing Boxed shareholders in
the transaction. The transaction will require the approval of the
stockholders of both Seven Oaks and Boxed, and is subject to other
customary closing conditions, including the effectiveness of the
registration statement referenced above and the receipt of certain
regulatory approvals. The transaction is expected to close in the
fourth quarter of 2021.
About BoxedBoxed is an e-commerce platform
selling bulk, high-repeat consumables to consumers and businesses.
Founded in 2013, the Company makes shopping for bulk consumables
easy and convenient without the requirement of a “big-box” store
membership. Boxed leverages its proprietary end-to-end e-commerce
platform to provide B2C and B2B customers with a simple
basket-building shopping experience, yielding high average order
values. Boxed also enables other companies to leverage its AI and
robotics-driven e-commerce technology through a unique Software and
Services offering. The Company has developed a powerful, unique
brand, known for doing right by its customers, employees and
society.
About Seven Oaks Acquisition Corp.Seven Oaks
Acquisition Corp. 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 https://www.sevenoaksacquisition.com/.
Important Information About the Business Combination and
Where to Find ItSeven Oaks has filed a registration
statement on Form S-4 with the SEC, which includes a proxy
statement/prospectus, that will be both the proxy statement to be
distributed to Seven Oaks' stockholders 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, and relating to the offer and sale of the securities to
be issued in the business combination to certain of Boxed’s
stockholders. After the registration statement is declared
effective, Seven Oaks will mail a definitive proxy
statement/prospectus and other relevant documents to its
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.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to stockholders of Seven Oaks as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC, without charge, once available, 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 SolicitationSeven 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 Seven Oaks’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on March 31, 2021 and amended on June
3, 2021, and such information and names of Boxed’s directors and
executive officers will also be in the Registration Statement on
Form S-4 filed with the SEC on July 20, 2021 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 will be included in the proxy
statement/prospectus for the business combination when
available.
Forward-Looking StatementsCertain statements in
this press release may be considered forward-looking statements.
Forward-looking statements generally relate to future events or
Seven Oaks' or Boxed's future financial or operating performance.
For example, statements regarding the satisfaction of closing
conditions to the proposed business combination and 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 ContactsSeven Oaks:Drew
Pearsondrew@sevenoaksacquisition.com
Boxed:Chris MandevilleICRBoxedIR@icrinc.com
Media ContactsBoxed:Keil
DeckerICRBoxedPR@icrinc.com
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