Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, on December 7, 2021, SVOK held the Special
Meeting, at which the SVOK stockholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement
and the Transactions. On December 8, 2021, the parties consummated the Business Combination. In connection with the Closing, the
Company changed its name from Seven Oaks Acquisition Corp. to Boxed, Inc.
Holders of 18,098,335 shares of
Seven Oaks Class A common stock sold in its initial public offering (the “Initial Shares”) properly exercised their right
to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from SVOK’s initial public offering,
calculated as of two business days prior to the consummation of the business combination, which was approximately $10.00 per share, or
approximately $181.0 million in the aggregate.
As a result of the Business Combination, each share of Old Boxed preferred
stock and common stock was converted into the right to receive approximately 0.9498 shares of Boxed’s common stock, par value $0.0001
per share (“Common Stock”).
Additionally, the shares of Seven Oaks Class B common stock held
by Sponsor automatically converted to 6,468,750 shares of Common Stock (of which 1,940,625 shares are subject to vesting under certain
conditions).
Pursuant to common stock subscription agreements entered into in connection
with the Business Combination Agreement (the “PIPE Subscription Agreements”), certain investors purchased an aggregate of
3,250,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $32,500,000 (the
“Common Stock PIPE Investment”). In addition, pursuant to convertible note subscription agreements entered into in connection
with the Business Combination Agreement (the “Convertible Note Subscription Agreements”), certain investors purchased an aggregate
of $87,500,000 principal amount of the Convertible Notes, which (at the election of Boxed) will be convertible for shares of Common Stock,
cash or a combination of cash and such shares, based on a conversion price of $12.00 per share (subject to customary anti-dilution adjustments)
in accordance with the terms thereof (the “Convertible Note PIPE Investment” and, together with the Common Stock PIPE Investment,
the “PIPE Investment”). At the Closing, Boxed consummated the PIPE Investment.
After giving effect to the Transactions, the redemption of Initial
Shares as described above, and the consummation of the PIPE Investment, there are currently 68,417,410 shares of Common Stock issued and
outstanding. Of those shares, 50,921,995 were issued to holders of Old Boxed capital stock in respect of such shares of Old Boxed capital stock, representing
approximately 74.4% of the Company's voting power at the Closing.
The Common Stock and Boxed warrants commenced trading on the New York
Stock Exchange (“NYSE”) under the symbols “BOXD” and “BOXD WS,” respectively, on December 9,
2021, subject to ongoing review of Boxed’s satisfaction of all listing criteria following the Business Combination.
As noted above, an aggregate of approximately $181.0 million was paid
from the Company’s trust account to holders that properly exercised their right to have Initial Shares redeemed, and the remaining
balance immediately prior to the Closing of approximately $77.8 million remained in the trust account. Of the remaining amount in
the trust account, approximately $65.8 million (the “Prepayment Amount”) was paid to ACM ARRT VII D LLC (“ACM”)
with respect to 6,504,768 shares that ACM purchased from holders of Seven Oaks Class A common stock who previously redeemed or indicated
an interest in redeeming such shares, pursuant to a previously reported agreement entered on November 28, 2021 for an
OTC Equity Prepaid Forward Transaction. The remaining funds of approximately $12.0 million in the trust account was used to fund the Business
Combination.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K provides that if the predecessor
registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), as SVOK was immediately before the Business Combination, then the registrant must disclose
the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As
a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to
be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to
file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business
Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Report includes statements that express Boxed’s opinions,
expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may
be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of
forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,”
“seeks,” “projects,” “intends,” “plans,” “may” or “should” or,
in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that
are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference
into this Report) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the
Transactions and the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth,
strategies and the markets in which Boxed operates. Such forward-looking statements are based on available current market material and
management’s expectations, beliefs and forecasts concerning future events impacting Boxed and are subject to numerous factors, including:
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responding to market conditions and global and economic factors beyond Boxed’s control, including the ongoing COVID-19 pandemic and potential changes in the nature in which businesses are operated following the pandemic;
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∙
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employing the capital Boxed received through the Business Combination to develop and expand marketing and sales capabilities and to grow brand recognition and customer loyalty;
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∙
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maintaining the listing of the Common Stock and warrants of Boxed on NYSE;
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∙
|
retaining or recruiting, or making changes with respect to, officers, key employees or directors;
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∙
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maintaining an effective system of internal control over financial reporting;
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∙
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managing litigation and adequately protecting Boxed’s intellectual property rights;
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∙
|
growing market share in its existing markets or any new markets it may enter;
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∙
|
capital needs of Boxed and ability to secure financing on reasonable terms, or at all;
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∙
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expanding its Software & Services business;
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∙
|
competing in the global e-commerce and consumer delivery industry;
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∙
|
attracting and retaining successful relationships with customers and suppliers in a cost-effective manner;
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∙
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the impact of changes in customer spending patterns, customer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;
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∙
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managing intense competition and competitive pressures from other companies worldwide in the industries in which Boxed operates;
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∙
|
complying with laws and regulations applicable to Boxed’s business;
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∙
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the ability of Boxed to achieve and maintain profitability in the future;
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∙
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the success of strategic relationships with third parties;
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∙
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the ability of Boxed to remediate existing and potential future material weaknesses in Boxed’s internal control over financial reporting and to maintain effective internal control over financial reporting, which, if unsuccessful, may result in material misstatements of Boxed’s consolidated financial statements or failure to meet periodic reporting obligations or impair access to the capital markets; and
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∙
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other factors detailed under the section titled “Risk Factors” beginning on page 38 of the Proxy Statement/Prospectus and incorporated herein by reference.
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The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the
other documents filed by Boxed from time to time with the SEC. The forward-looking statements contained in this Report and in any document
incorporated by reference are based on current expectations and beliefs concerning future developments and their potential effects on
Boxed. There can be no assurance that future developments affecting Boxed will be those that Boxed has anticipated. Boxed undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
Business
Boxed’s business is described in the Proxy Statement/Prospectus
in the section titled “Business of New Boxed” beginning on page 188, which is incorporated herein by reference.
Risk Factors
The risks associated with Boxed’s business are described in the
Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 38 and are incorporated herein
by reference. A summary of the risks associated with Boxed’s business is also included on pages 26-27 of the Proxy Statement/Prospectus
under the heading “Summary of Risk Factors” and are incorporated herein by reference.
The following risk factors are provided to update the risk factors
previously disclosed in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 38.
Prior to the Business Combination, SVOK identified material weaknesses
in its internal control over financial reporting. One or more of these material weaknesses could adversely affect our ability to report
our results of operations and financial condition accurately and in a timely manner, which may adversely affect investor confidence in
us and materially and adversely affect our business and operating results.
Prior to consummation of the Business Combination, SVOK management
identified two material weaknesses in its internal control over financial reporting, one related to the accounting for a significant and
unusual transaction related to the warrants it issued in connection with its initial public offering in December 2020 and another
related to its application of ASC 480-10-S99-3A related to its accounting classification of the initial shares of Seven Oaks Class A
common stock outstanding prior to the Business Combination.
To respond to these material weaknesses, SVOK management devoted, and
we plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial
reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes
to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial
statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents, and increased
communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements
of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have
the intended effects.
We have a history of operating losses and may never be able to
achieve or maintain profitability.
We incurred net losses of $34.4 million, $65.4 million and $50.3 million
for the years ended December 31, 2020, 2019, and 2018, respectively, and we incurred net losses of $30.3 million for the nine months
ended September 30, 2021. As a result of our ongoing losses, as of September 30, 2021, we had an accumulated deficit of $345.7 million. While we have experienced significant revenue growth since inception, we may not be able to sustain or increase our growth or
achieve or sustain profitability in the future. We intend to continue to invest in sales and marketing efforts, research and development,
growth in personnel, and expansion into new geographies. In addition, we expect to incur significant additional legal, accounting, insurance
and other expenses related to our being a public company as compared to when we were a private company. We will also incur additional
costs associated with our proposed commercial partnership with Palantir that are not reflected in our historical financial results. We
expect to continue to generate losses for the foreseeable future. We cannot assure you that we will achieve profitability in the future
or that, if we do become profitable, we will be able to sustain profitability. Additionally, we may encounter unforeseen operating expenses,
difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our
expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.
Prior to the Business Combination, our management had concluded
that uncertainties around our ability to raise additional capital raise substantial doubt about our ability to continue as a going concern.
Even after consummation of the Business Combination and Private Placements as contemplated, we may need to raise additional capital in
the future to execute our business plan, which may not be available on terms acceptable to us, or at all.
As of September 30, 2021, we had no additional capital available
for borrowing and no firm commitment from current or prospective investors to provide us additional capital to fund operations in the
foreseeable future. These uncertainties raised substantial doubt about our ability to continue as a going concern. The cash we obtained
from the Business Combination and Private Placements, together with cash we expect to generate from future operations, will be sufficient
to meet our working capital and capital expenditure requirements for a period of at least twelve months from consummation of the Business
Combination. However, we are still in the growth stage of our business and expect to continue to make substantial investments in our business,
including in the expansion of the merchandise sold on our platform, in our research and development for our Software & Services
segment, and in our advertising and sales teams, in addition to incurring additional costs as a result of being a public company. In addition,
on November 28, 2021, Seven Oaks entered into the Forward Purchase Transaction. On December 9, 2021, pursuant to the Forward
Purchase Agreement, SVOK paid the counterparty an aggregate amount of approximately $65.8 million, which SVOK paid out of funds held in
SVOK’s trust account (the “Prepayment Amount”) in respect of 6,504,768 shares of Common Stock. We will not have access
to the Prepayment Amount immediately following such payment and, depending on the manner in which the Forward Purchase Transaction is
settled, may never have access to the Prepayment Amount, which may adversely affect our future liquidity and capital needs.
Our business plans may change, general economic, financial or political
conditions in our markets may change, or other circumstances may arise, that have a material adverse effect on our cash flow and the anticipated
cash needs of our business. Any of these events or circumstances could result in significant additional funding needs, requiring us to
raise additional capital. We cannot predict the timing or amount of any such capital requirements at this time, and there can be no assurance
that we will be able to obtain additional debt or equity financing on terms acceptable to us, if at all, or that we will generate sufficient
future revenues. Our management and the New Boxed Board will have broad discretion in determining when, whether and how we raise additional
capital following the Business Combination and, unless required by the rules of NYSE, such capital raises will not require stockholder
approval. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could
suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of
holders of our Common Stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it,
our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances
could be significantly limited, and our business, financial condition and results of operations could be materially adversely affected.
We also could be required to seek funds through arrangements with partners or others that may require us to relinquish rights or jointly
own some aspects of our technologies, products or services that we would otherwise pursue on our own.
Financial Information
The (i) unaudited condensed consolidated financial
statements of Old Boxed as of September 30, 2021 and for the periods ended September 30, 2021 and 2020 are set forth in
Exhibit 99.1 and are incorporated herein by reference and (ii) audited consolidated financial statements of Old Boxed as
of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018 are included in the Proxy
Statement/Prospectus beginning on page F-68 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of
SVOK and Old Boxed as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020 is set forth
in Exhibit 99.2 hereto and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Management’s discussion and analysis of the financial condition
and results of operation of Old Boxed for (i) the periods ended September 30, 2021 and 2020 is set forth in Exhibit 99.3 hereto
and is incorporated herein by reference and (ii) the years ended December 31, 2020, 2019, and 2018 is set forth in the section of the
Proxy Statement/Prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations
of Boxed” beginning on page 203 and is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
Reference is made to the disclosure contained in Exhibit 99.3
hereto, which is incorporated herein by reference.
Properties
The Company’s facilities are described in the Proxy Statement/Prospectus
in the section titled “Business of New Boxed—Facilities” on page 202 and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of Common Stock
following the consummation of the Business Combination and the PIPE Investment by:
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each person who is known to be the beneficial owner of more than 5% of shares of Common Stock;
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each of Boxed’s current named executive officers and directors; and
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all current executive officers and directors of Boxed as a group.
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Beneficial ownership is determined according to the rules of the
SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or
investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
Unless otherwise indicated, Boxed believes that all persons named in
the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
Name and Address of Beneficial Owner(1)
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Number of
Shares
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% of
Ownership
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5% Holders
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Seven Oaks Sponsor LLC(2)
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10,789,800
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14.6
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%
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PepsiCo, Inc.(3)
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4,586,075
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6.7
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%
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AEON Co., Ltd.(4)
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3,629,583
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5.3
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%
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Directors and Executive Officers
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Chieh Huang(5)
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2,440,993
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3.6
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%
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Yuki Habu
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—
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—
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David Liu
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—
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—
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Gary S. Matthews(2)(6)
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10,809,800
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14.6
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%
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David Miller
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—
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—
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Emerson S. Moore II
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—
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—
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Andrew C. Pearson(7)
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20,000
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*
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Harshul Sanghi
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—
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—
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Eileen Serra
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—
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—
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Alison Weick(8)
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98,145
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*
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Darrell (DJ) Williams(9)
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374,380
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*
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Jared Yaman(10)
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1,757,386
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2.6
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%
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Mark Zimowski(11)
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99,203
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*
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All directors and executive officers as a group (13 individuals)
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15,599,907
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20.8
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%
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(1)
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Unless otherwise noted, the business address of each of those listed in the table above is 451 Broadway, New York, New York 10013.
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(2)
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Seven Oaks Sponsor LLC (the “Sponsor”) is
the record holder of such shares. Mr. Matthews is a member and the manager of Seven Oaks Sponsor LLC and has voting and
investment discretion with respect to the Common Stock held of record by Seven Oaks Sponsor LLC. Of the shares of Common Stock held
by the Sponsor, 1,591,313 shares of Common Stock are outstanding but remain subject to performance vesting terms. Includes 5,587,500
shares of Common Stock underlying warrants purchased in connection with SVOK's initial public offering (“Private Placement
Warrants”). These Private Placement Warrants will not be exercisable until 30 days following the consummation of the Business
Combination. Assuming the exercise of all of the Sponsor’s Private Placement Warrants, the
Sponsor and its affiliates would be deemed to own 10,789,800 shares of Common Stock. The address for Seven Oaks Sponsor LLC is 445
Park Avenue, 17th Floor, New York, NY 10022.
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(3)
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Consists of 4,586,075 shares of Common Stock held of record by PepsiCo, Inc. The address of the entity listed above is 700 Anderson Hill Road, Purchase, New York 10577.
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(4)
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Consists of 3,629,583 shares of Common Stock held of record by Aeon Co., Ltd. The address of the entity listed above is 5-1, 1-Chome, Nakase, Mihama-ku, Chiba-shi, Chiba, 261-8515.
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(5)
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Consists of (i) 2,302,481 shares of Common Stock held of record by Mr. Huang and (ii) 138,512 shares of Common Stock issuable upon exercise of options exercisable as of or within 60 days of December 8, 2021.
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(6)
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Consists of 20,000 shares of Common Stock held of record by Mr. Matthews. The address of Mr. Matthews is 445 Park Avenue, 17th Floor, New York, NY 10022.
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(7)
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Consists of 20,000 shares of Common Stock held of record by Mr. Pearson. The address of Mr. Pearson is 445 Park Avenue, 17th Floor, New York, NY 10022.
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(8)
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Consists of 98,145 shares of Common Stock issuable upon exercise of options exercisable as of or within 60 days of December 8, 2021.
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(9)
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Consists of 374,380 shares of Common Stock issuable upon exercise of options exercisable as of or within 60 days of December 8, 2021.
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(10)
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Consists of (i) 1,608,980 shares of Common Stock held of record by Mr. Yaman and (ii) 148,406 shares of Common Stock issuable upon exercise of options exercisable as of or within 60 days of December 8, 2021.
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(11)
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Consists of 99,203 shares of Common Stock issuable upon exercise of options exercisable as of or within 60 days of December 8, 2021.
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Directors and Executive Officers
Upon the consummation of the transactions contemplated by the Business
Combination Agreement and documents related thereto, and in accordance with the terms of the Business Combination Agreement, each executive
officer of SVOK ceased serving in such capacities, and each of Gary Matthews, Mark Hauser, Eileen Serra, Regynald Washington and Heidi
Manna ceased serving on SVOK’s board of directors.
Gary Matthews, Yuki Habu, Chieh Huang, David Liu, Emerson S. Moore
II, Andrew Pearson, Harshul Sanghi, Eileen Serra and Jared Yaman were appointed as directors of Boxed by the holders of Seven Oaks Class B
common stock, to serve until the end of their respective terms and until their successors are elected and qualified. Mr. Matthews
was appointed to serve as Chair of the Board. The Board is divided into three classes, designated as Class I, Class II and Class III.
Messrs. Pearson, Sanghi and Yaman will serve as the initial Class I directors for a term expiring at the first annual meeting
of the stockholders; Ms. Habu, Mr. Moore and Ms. Serra will serve as the initial Class II directors for a term expiring
at the second annual meeting of the stockholders; and Messrs. Huang, Liu and Matthews will serve as the initial Class III directors
for a term expiring at the third annual meeting of the stockholders. After the expiration of the initial terms, each class will be elected
to a subsequent three-year term.
Mr. Pearson, Mr. Sanghi and Ms. Serra were appointed
to serve on Boxed’s audit committee, with Ms. Serra serving as the chair and qualifying as an audit committee financial expert,
as such term is defined in Item 407(d)(5) of Regulation S-K.
Messrs. Liu, Moore and Pearson were appointed to serve on Boxed’s
compensation committee, with Mr. Liu serving as the chair.
Messrs. Liu, Matthews and Moore were appointed to serve on Boxed’s
nominating and corporate governance committee, with Mr. Matthews serving as the chair.
Mr. Huang was appointed as Boxed’s Chief Executive Officer
and President, Mark Zimowski was appointed as Boxed’s Chief Financial Officer and Treasurer, David Miller was appointed as Boxed’s
Chief Technology Officer, Alison Weick was appointed as Boxed’s President of E-Commerce, Darrell (DJ) Williams was appointed as
Boxed’s Chief Business Development Officer and Jared Yaman was appointed as Boxed’s Chief Operating Officer.
Boxed’s directors and executive officers after the consummation
of the Business Combination are described in the Proxy Statement/Prospectus in the section titled “New Boxed Management After
the Business Combination” beginning on page 242 and that information is incorporated herein by reference.
Additionally, interlocks and insider participation information regarding
Boxed’s executive officers is described in the Proxy Statement/Prospectus in the section titled “New Boxed Management After
the Business Combination—Compensation Committee Interlocks and Insider Participation” beginning on page 247 and
that information is incorporated herein by reference.
Executive Compensation
The executive compensation of Old Boxed’s executive officers
is described in the Proxy Statement/Prospectus in the section titled “Boxed’s Executive and Director Compensation”
beginning on page 248 and that information is incorporated herein by reference.
Director Compensation
The compensation of Old Boxed’s directors is described in the
Proxy Statement/Prospectus in the section titled “Boxed’s Executive and Director Compensation—Director Compensation”
on page 255 and that information is incorporated herein by reference.
Certain Relationships and Related Transactions
Certain relationships and related party transactions of Boxed are described
in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions” beginning
on page 256 and are incorporated herein by reference.
Director Independence
Information regarding director independence is described in the Proxy
Statement/Prospectus in the section titled “New Boxed Management After The Business Combination—Director Independence”
beginning on page 245 and is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in
the section of the Proxy Statement/Prospectus titled “Business of New Boxed—Legal Proceedings” beginning on page 202,
which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
Shares of Boxed’s Common Stock and Boxed’s warrants commenced
trading on the NYSE under the symbols “BOXD” and “BOXD WS,” respectively, on December 9, 2021, in lieu of
Seven Oaks Class A common stock, warrants and units of SVOK. Boxed has not paid any cash dividends on its shares of Common Stock
to date. It is the present intention of the Board to retain all earnings, if any, for use in Boxed’s business operations and, accordingly,
Boxed’s board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future
will be dependent upon Boxed’s revenues and earnings, if any, capital requirements and general financial condition. The payment
of any cash dividends is within the discretion of the Board. Further, the ability of Boxed to declare dividends may be limited by the
terms of financing or other agreements entered into by it or its subsidiaries from time to time.
Information regarding Seven Oaks Class A common stock, warrants
and units and related stockholder matters are described in the Proxy Statement/Prospectus in the section titled “Market Price,
Ticker Symbol and Dividend Information” on page 37 and such information is incorporated herein by reference.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth below under Item
3.02 of this Report concerning the issuance and sale by Boxed of certain unregistered securities through the Closing, which is incorporated herein by
reference.
Information regarding Rule 144 under the Securities Act and its
use by former shell companies is set forth in the Proxy Statement/Prospectus in the section titled “Securities Act Restrictions
on Resale of Common Stock” on page 237 and is incorporated herein by reference.
Description of Registrant’s Securities
The description of Boxed’s securities is contained in the Proxy
Statement/Prospectus in the section titled “Description of New Boxed Securities” beginning on page 223 and is
incorporated herein by reference.
Indemnification of Directors and Officers
The indemnification of Boxed’s directors and officers is set
forth in the Proxy Statement/Prospectus in the section titled “Description of New Boxed Securities—Limitations on Liability
and Indemnification of Officers and Directors” on page 229 and is incorporated herein by reference.