Item
4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
In
preparation of its unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, Seven Oaks
Acquisition Corp. (the “Company”) concluded it should revise its financial statements to classify all Class A common
stock subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not
solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.
The Company had previously classified a portion of its Class A common stock subject to possible redemption in permanent equity, or
total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its certificate of
incorporation currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible
assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as
redeemable and thus would be required to be disclosed outside equity. As a result, the Company revised its previously filed
financial statements to classify all of its Class A common stock as temporary equity and to recognize accretion from the initial
book value to redemption value at the time of its initial public offering and in accordance with ASC 480.
On
November 29, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit
Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting
firm, concluded that the Company’s previously issued (i) audited balance sheet as of December 22, 2020, as previously restated
in the Company’s Annual Report on Form 10-K/A as of December 31, 2020 (the “Form 10-K/A”), (ii) audited financial statements
as of December 31, 2020 and for the period from September 23, 2020 (inception) through December 31, 2020, as previously restated in the
Form 10-K/A, (iii) unaudited interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021 (the “First Quarter 10-Q”), filed with the SEC on June 3, 2021, (iv) unaudited interim financial statements
included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Second Quarter
10-Q”), filed with the SEC on August 13, 2021 and (v) unaudited interim financial statements included in the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Third Quarter 10-Q”), filed with the SEC on November
10, 2021 (collectively, the “Affected Periods”), in each case, should be restated, rather than revised, to report all Public
Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for
the Affected Periods in an amendment to the Form 10-K/A for statements (i) and (ii) above, and an amendment to its previously filed Third
Quarter 10-Q reflecting the restatement for statements (iii), (iv) and (v) above, as soon as practicable..
The
Company does not expect any of the above changes will have any impact on its previously reported total assets, results of operations
or cash flows or on its cash position and cash held in the trust account established in connection with the Company’s initial public
offering (the “Trust Account”).
After
re-evaluation, the Company’s management has also concluded that in light of the classification errors described above, a material
weakness existed in the Company’s internal control over financial reporting during and since the Affected Periods related to the
accounting for complex financial instruments, and that the Company’s disclosure controls and procedures were not effective as of
December 31, 2020, March 31, 2021, June 30, 2021, or September 30, 2021. To address this material weakness, management has devoted, and
plans to continue to devote, significant effort and resources to the remediation and improvement of the Company’s internal control
over financial reporting. While the Company has processes to identify and appropriately apply applicable accounting requirements, the
Company’s management plans to enhance these processes to better evaluate its research and understanding of the nuances of the complex
accounting standards that apply to its financial statements. The Company plans to provide enhanced access to accounting literature, research
materials and documents to its accounting personnel and third-party professionals with whom it consults regarding accounting matters,
and to increase communication regarding accounting matters.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Marcum.
Forward Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such
as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking
statements. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the
date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any
such statement is based.