CUSIP No. 103174108
(1) Names of reporting persons
ACM ARRT VII D LLC
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [x|
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 0
(8) Shared voting power: 5,760,114
(9) Sole dispositive power: 0
(10) Shared dispositive power: 5,760,114
(11) Aggregate amount beneficially owned by each reporting person:
5,760,114
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 7.9%
(14) Type of reporting person (see instructions): OO
CUSIP No. 103174108
(1) Names of reporting persons
Atalaya Special Purpose Investment Fund LP
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [x|
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 0
(8) Shared voting power: 10,000
(9) Sole dispositive power: 0
(10) Shared dispositive power: 10,000
(11) Aggregate amount beneficially owned by each reporting person:
10,000
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 0.0%
(14) Type of reporting person (see instructions): PN
CUSIP No. 103174108
(1) Names of reporting persons
Atalaya Capital Management LP
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [x|
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): IA, PN
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 0
(8) Shared voting power: 5,770,114
(9) Sole dispositive power: 0
(10) Shared dispositive power: 5,770,114
(11) Aggregate amount beneficially owned by each reporting person:
5,770,114
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 8.0%
(14) Type of reporting person (see instructions): IA, PN
This Amendment No. 1 ("Amendment No. 1") amends and supplements
the Schedule 13D filed on December 15, 2021 (the "Original Schedule
13D"). The Original Schedule 13D and this Amendment No. 1 are
collectively referred to herein as the "Schedule 13D". Capitalized terms
used but not defined in this Amendment No. 1 shall have the meanings
given to them in the Original Schedule 13D. The Original Schedule 13D
remains in full force and effect, except as specifically amended by
this Amendment No. 1.
The class of equity security to which this amendment to
Schedule 13D relates is the common stock, par value $0.0001 per share
(the "Common Stock"), of Boxed, Inc., a Delaware corporation (the "Issuer"),
formerly known as Seven Oaks Acquisition Corp. The address of the
principal executive offices of the Issuer is 451 Broadway, Floor 2,
New York, NY 10013. Information given in response to each item shall
be deemed incorporated by reference in all other items, as applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by inserting the following as a new paragraph
at the end of the section entitled "Forward Purchase Agreement":
Forward Purchase Agreement
Pursuant to the Forward Purchase Agreement, ARRT disposed of
744,654 Subject Shares in open market transactions and exercised its
termination rights with respect to such Subject Shares. Following the
dispositions, and as of August 15, 2022 ARRT is the record holder
5,760,114 Subject Shares.
On August 11, 2022, ARRT sent notice to the Issuer declaring
that the Valuation Period shall commence on August 16, 2022. At the
time of the notice, ARRT was the record holder of 5,760,114 Subject
Shares.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(b) of the Schedule 13D are hereby amended and
restated in their entirety and item 5(c) of the Schedule 13D is
amended and supplemented as follows:
(a)-(b) The responses of the Reporting Persons with respect
to Rows 7 through 13 of the respective cover pages of the individual
Reporting Persons to this Schedule 13D are incorporated herein by
reference.
The Reporting Persons' aggregate percentage of beneficial
ownership is approximately 8.0% of the outstanding shares of the
Common Stock. Calculations of the percentage of the shares of Common
Stock beneficially owned assumes 72,494,532 shares of Common Stock
outstanding, based on information included in the Issuer's Current
Report on Form 10-Q filed on August 9, 2022 and includes the 10,000
shares of Common Stock issuable upon the exercise of warrants held
of record by ASPIF. This Amendment No. 1 is being filed to update
the aggregate percentage of the Issuer's Common Stock owned by the
Reporting Persons due to dilution caused by the Issuer's sales of
additional shares of its Common Stock from time to time since the
date of the filing of the Original Schedule 13D.
ARRT may be deemed to have beneficial ownership of 5,760,114
shares of Common Stock. ASPIF may be deemed to have beneficial
ownership of 10,000 shares of Common Stock underlying warrants
exercisable within 60 days. ACM may be deemed to beneficially own
5,770,114 shares of Common Stock, including 10,000 shares of Common
Stock underlying warrants exercisable within 60 days.
ARRT:
(i) Amount beneficially owned: 5,760,114
(ii) Percent of Class: 7.9%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 5,760,114
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 5,760,114
ASPIF:
(i) Amount beneficially owned: 10,000
(ii) Percent of Class: 0.0%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 10,000
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 10,000
ACM:
(i) Amount beneficially owned: 5,770,114
(ii) Percent of Class: 8.0%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 5,770,114
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 5,770,114
Each of the Reporting Persons expressly disclaims beneficial
ownership of all of the shares of Common Stock included in this Schedule
13D, other than the shares of Common Stock held of record by such Reporting
Person, and the filing of this Schedule 13D shall not be construed as an
admission that any such person is, for the purposes of sections 13(d) or
13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this Schedule 13D.
(c) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
Item 6 is hereby amended and supplemented by the addition of the
following:
Information about the Forward Purchase Agreement set forth in Item 3
is incorporated by reference herein.
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description
Exhibit I Joint Filing Agreement by and among the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
Dated: August 15, 2022
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that
the Schedule 13D filed with the Securities and Exchange Commission on
or about the date hereof with respect to the beneficial ownership by
the undersigned of the Common Stock, par value $0.0001 per share, of
Boxed, Inc., a Delaware corporation, is being filed and all amendments
thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Dated: August 15, 2022
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
|