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 Appoints
David Miller as Chief Technology Officer
Seasoned Executive
with Extensive Experience Driving Growth Through Licensing Opportunities to Scale the Company’s E-commerce Technology
New York, October 5, 2021 –
Boxed (“Boxed” or the “Company”), 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, today announced the appointment of David Miller as Chief Technology Officer, effective October 11, 2021.
Mr. Miller brings to Boxed more than
20 years of experience leading technology teams, and developing corporate and product strategies across a variety of industries. Mr.
Miller brings extensive relevant experience from his previous senior role at OnDeck Capital (OnDeck), where he substantially expanded
its software and services business by driving licensing opportunities for its technology platform. Mr. Miller will serve a similar role
at Boxed, and will oversee the development and technical execution of product strategies across the company verticals with a particular
focus on scaling the SaaS platform for enterprise retailers. He will play a key role in growing the already substantial innovation capabilities
of the team while providing focus and prioritization to those efforts that best utilize Boxed’s competitive advantages. Mr. Miller
will also oversee the maturation of cybersecurity, technology risk and additional support functions as Boxed pursues its path to being
publicly traded.
While at OnDeck, Mr. Miller served as
SVP of Technology in which he led the product technology team, playing a major role in delivering over $14 billion in capital to small
businesses across the U.S., Canada and Australia through its proprietary platform, combined complex analytics, and microservices ecosystem.
Prior to OnDeck, Mr. Miller was Executive Director of Technology at Moodlerooms, where he led the company’s
technology operations and corporate computing teams providing SaaS e-Learning solutions to four million students and educators across
the globe.
Chieh Huang, Co-founder and Chief Executive
Officer of Boxed, said, “We are thrilled to welcome David to the
Boxed family and look forward to utilizing his wealth of experience and technological expertise as we plan to become a publicly traded
company in the U.S. We were impressed with the impact he made at OnDeck, transforming the application delivery within its technology
platform which enabled the company to license its software to large financial institutions. He will play an instrumental role in helping
us scale our proprietary, end-to-end, e-commerce platform as we capitalize on unprecedented growth in online grocery shopping.”
"I
am incredibly excited to join the Boxed team during such an exciting time. I look forward to implementing a similar playbook that I used
at OnDeck to enhance the Boxed platform and facilitate its ability to generate licensing agreements with other retailers,” said
Mr. Miller. “Chieh and the management team are world class. I strongly
believe the Company is well positioned for success as it scales its proprietary e-commerce technology and continues to be the benefactor
of strong macroeconomic tailwinds in both its B2C and B2B businesses.”
Mr. Miller holds a BS from the University
of Baltimore and an MBA from the Sellinger School of Business at Loyola University, Maryland.
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 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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