Filed by Seven
Oaks Acquisition Corp.
pursuant to Rule
425 under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Seven Oaks Acquisition Corp.
Commission File
No. 001-39817
Boxed Announces
New $45 Million Secured Credit Facility Provided by Funds and Accounts Managed by BlackRock
New York, August 5, 2021 –
Boxed, an e-commerce grocery platform selling bulk consumables to households and businesses, and an e-commerce enabler selling software
and services to enterprise retailers around the world, announced today that it has entered into a new $45 million secured credit facility
(“New Credit Facility”) provided by funds and accounts managed by BlackRock. The New Credit Facility will mature on August
4, 2025, and is secured by all of the assets of Boxed and its subsidiaries, subject to customary exceptions.
Chieh Huang, Co-founder and Chief Executive
Officer of Boxed said, “This new secured credit facility provides flexibility to drive customer acquisition, expand our product
assortment, enhance our loyalty programs, and continue to help the world stock up through our breakthrough technology. We are extremely
excited to be working with funds and accounts managed by a party of BlackRock’s caliber.”
On June 13, 2021, Boxed and Seven Oaks
Acquisition Corp. (“Seven Oaks” or “SVOK”) (Nasdaq: SVOK, SVOKU, SVOKW), a publicly-traded special purpose acquisition
company, entered into a definitive agreement relating to the business combination that would result in Boxed becoming a public company
upon the closing of the transaction. Boxed also announced its intention to list on the New York Stock Exchange (“NYSE”) upon
the closing of the business combination, which is expected in the fourth quarter of 2021. The combined company will be called Boxed,
Inc. and its common stock and warrants are expected to list on the NYSE under the new ticker symbols “BOXD” and “BOXD
WS”, respectively.
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 https://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 will be 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, and relating
to the offer and sale of the securities to be issued in the business combination to certain of Boxed’s stockholders. After the
registration statement is declared effective, 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 preliminary proxy statement/prospectus included in the
registration statement and the amendments thereto and 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 a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies
of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available,
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 Registration Statement on Form S-4 filed with the SEC by Seven Oaks, which includes the 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 will be included in the 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 registration statement on Form S-4 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
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