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 BoxedBoxed 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 ItSeven 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 SolicitationSeven 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 StatementsCertain 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 ContactsSeven Oaks:Drew
Pearsondrew@sevenoaksacquisition.com
Boxed:Chris MandevilleICRBoxedIR@icrinc.com
Media ContactsBoxed:Keil
DeckerICRBoxedPR@icrinc.com
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