Current Report Filing (8-k)
June 04 2021 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 4, 2021 (May 28, 2021)
SEVEN OAKS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39817
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85-3316188
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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445 Park Avenue, 17th Floor
New York, NY 10022
(Address of principal executive offices, including
zip co
Registrant’s telephone number, including
area code: (917) 214-6371
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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SVOKU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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SVOK
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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SVOKW
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The Nasdaq Stock Market LLC
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange
Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued
by special purpose acquisition companies (“SPACs”) entitled “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by SPACs” (the “Statement”). The Statement reflects the SEC staff’s view that certain
terms and conditions that are common to warrants issued by SPACs, such as Seven Oaks Acquisition Corp. (the “Company”),
may require such warrants to be classified as liabilities rather than as components of equity on their financial statements.
The
Company previously filed a Form 12b-25 with the Securities and Exchange Commission on May 17, 2021, to extend the due date for the filing
of its Form 10-Q for the period ended March 31, 2021 (the “Report”). The Form 12b-25 disclosed that the Report was
unable to be filed on time due to delays in assembling the financial information required to be reviewed by the Company’s independent
auditor, and in completing the accounting of certain liabilities affecting the Company. Such further delay in filing the Report past the
deadline set forth in the Form 12b-25 was due to issues that had arisen in connection with the Statement.
On
May 28, 2021, Company received notice from the Nasdaq Stock Market LLC (the “Exchange”) that the Company was not in
compliance with the Exchange’s continued listing standards as set forth in Listing Rule 5250(c)(1) given the Company failed to timely
file the Report. Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the notice to file the Report. On June
3, 2021, the Company filed the Report and notified the Exchange of the filing.
Item
8.01. Other Events.
On
June 4, 2021, in accordance with the Exchange’s procedures, the Company issued a press release discussing the matters disclosed
in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated
by reference into this Item 8.01.
Item 9.01. Financial Statements
and Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SEVEN OAKS ACQUISITION CORP.
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By:
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/s/ Andrew C. Pearson
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Name:
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Andrew C. Pearson
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Title:
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Chief Financial Officer
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Dated: June 4, 2021
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