Seven Oaks Acquisition Corp. and Boxed Announce Effectiveness of S-4 Registration Statement and Scheduled Special Meeting to Approve Business Combination for December 7, 2021

Rhea-AI Summary

Boxed, an e-commerce grocery platform, announced its business combination with Seven Oaks Acquisition Corp. (SVOK) after the SEC declared their Registration Statement effective on November 9, 2021. The Special Meeting for stockholders will be held on December 7, 2021, to vote on the merger. If approved, the combined entity will be named Boxed, Inc. and will trade under the new ticker symbols BOXD and BOXD WS. Boxed aims to enhance its e-commerce capabilities, selling bulk consumables and licensing its software.

Positive

• Approval of business combination expected to enhance market presence.
• Anticipated listing on NYSE under new ticker symbols 'BOXD' and 'BOXD WS'.
• Expansion of e-commerce services with a focus on bulk retail and enterprise software.

Negative

• Approval is contingent on stockholder vote, introducing uncertainty.
• Potential integration challenges post-merger could affect operations.

NEW YORK, Nov. 09, 2021 (GLOBE NEWSWIRE) -- Boxed (“Boxed” or the “Company”), an e-commerce grocery platform which sells bulk consumables and licenses its e-commerce software to enterprise retailers, and Seven Oaks Acquisition Corp. (“Seven Oaks” or “SVOK”) (Nasdaq: SVOK, SVOKU, SVOKW), a publicly-traded special purpose acquisition company, today announced that the Securities and Exchange Commission (“SEC”) on November 9, 2021 declared effective the Registration Statement on Form S-4 (the “Registration Statement”) filed with the SEC in connection with the previously announced business combination of Boxed and Seven Oaks. Seven Oaks also announced that it will hold the Special Meeting of stockholders (the “Special Meeting”) on Tuesday, December 7, 2021 at 11:00 a.m. ET to approve the business combination with Boxed and related matters. The Special Meeting will be completely virtual and conducted via live webcast at https://www.cstproxy.com/sevenoaksacquisition/2021. 

Seven Oaks stockholders of record as of October 26, 2021 (the “Record Date”) will be entitled to notice of and to vote at or before the Special Meeting.

If the necessary proposals at the Special Meeting are approved, SVOK and Boxed anticipate that the business combination will close promptly after the Special Meeting, subject to the satisfaction of all other closing conditions. Upon 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 New York Stock Exchange under the new ticker symbols “BOXD” and “BOXD WS,” respectively.

SVOK stockholders who need assistance voting, have questions regarding the Special Meeting, or would like to request documents may contact SVOK’s Proxy Solicitor Morrow Sodali at 800-662-5200, (banks and brokers can call collect at 203-658-9400), or email SVOK.info@investor.morrowsodali.com. 

About Boxed
Boxed is an e-commerce retailer and an e-commerce enabler. The Company 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 the Company’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. 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 www.sevenoaksacquisition.com.

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, that is 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 relating to the offer and sale of the securities to be issued in the business combination to certain of Boxed’s stockholders. 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 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 October 26, 2021, the record date established for voting on the proposed business combination. Stockholders are also able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge 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 definitive 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 definitive proxy statement/prospectus for the business combination when available. 

Forward-Looking Statements
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 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 definitive proxy statement/prospectus 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 Contacts
Seven Oaks:
Drew Pearson
drew@sevenoaksacquisition.com

Boxed:
Chris Mandeville
ICR
BoxedIR@icrinc.com

Media Contacts
Boxed:
Keil Decker
ICR
BoxedPR@icrinc.com

FAQ

What is the date of the Special Meeting for Seven Oaks stockholders?

The Special Meeting is scheduled for December 7, 2021.

What will the new ticker symbols be after the Boxed and Seven Oaks merger?

The combined company will trade under the new ticker symbols 'BOXD' for common stock and 'BOXD WS' for warrants.

What is the significance of the SEC declaring the Registration Statement effective?

It allows the business combination between Boxed and Seven Oaks to proceed to a stockholder vote.

When was the Registration Statement filed with the SEC?

The Registration Statement was filed prior to its declaration on November 9, 2021.

What is Boxed's business focus?

Boxed focuses on e-commerce sales of bulk consumables and providing e-commerce software solutions.