Current Report Filing (8-k)
December 30 2020 - 4:55PM
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): December 30, 2020 (December 22, 2020)
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 code)
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. ¨
Consummation
of Initial Public Offering
On
December 22, 2020, Seven Oaks Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 25,875,000 units (the “Units”), including the issuance of 3,375,000 Units as a result of the underwriters’
exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value
$0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each whole
warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock
for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $258,750,000.
Simultaneously
with the closing of the IPO, pursuant to a private placement warrants purchase agreement, the Company completed the private
sale of 5,587,500 warrants (the “Private Placement Warrants”) to Seven Oaks Sponsor LLC at a purchase price of $1.00
per Private Placement Warrant, generating gross proceeds to the Company of $5,587,500.
A
total of $258,750,000, comprised of $256,162,500 of the proceeds from the IPO (which amount includes $9,056,250 of the underwriters’
marketing fee) and $2,587,500 of the proceeds of the sale of the Private Placement Warrants, was placed in a trust account at
J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An
audited balance sheet as of December 22, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private
Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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Item9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
EXHIBIT
INDEX
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/ Gary S. Matthews
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Name:
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Gary S. Matthews
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Title:
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Chief Executive Officer
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Dated: December 30, 2020
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