S-4/A 1 tm2122045-10_s4a.htm S-4/A tm2122045-10_s4a - block - 88.7661948s
As filed with United States Securities and Exchange Commission on October 22, 2021
Registration No: 333-258030
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Seven Oaks Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
85-3316188
(I.R.S. Employer
Identification Number)
445 Park Avenue, 17th Floor
New York, NY 10022
(917) 214-6371
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
Gary Matthews
Chief Executive Officer
Seven Oaks Acquisition Corp.
445 Park Avenue, 17th Floor
New York, NY 10022
(917) 214-6371
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David A. Sakowitz
Jason D. Osborn
Dominick P. DeChiara
Winston & Strawn LLP
200 Park Avenue
New York, NY 10166
(212) 294-6700
Chieh Huang
Chief Executive Officer
Giddy Inc. (d/b/a Boxed)
451 Broadway
New York, NY 10013
Tel: (646) 586-5599
Drew Capurro
Chad Rolston
Latham & Watkins LLP
650 Town Center Drive
20th Floor
Costa Mesa, CA 92626
Tel: (714) 540-1235
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company
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 7(a)(2)(B) of the Securities Act ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common stock, par value $0.0001 per
share
25,156,254(1) $ 9.85(2) $ 247,789,098.69 $ 26,963.15(3)
(1)
Based on the maximum number of shares of common stock, par value $0.0001 per share (“New Boxed common stock”), of the registrant estimated to be issued in connection with the business combination described herein (the “Business Combination”) other than to stockholders of Giddy Inc. (d/b/a Boxed) (“Boxed”) who have voted for the approval of the Business Combination prior to the date hereof. This number is based on the product of (a) the sum of (i) 2,765,002, the aggregate number of shares of common stock, par value $0.00001 per share, of Boxed outstanding as of October 20, 2021, (ii) 18,223,189, the aggregate number of shares of preferred stock, par value $0.00001 per share, of Boxed, outstanding as of October 20, 2021, (iii) 61,712, the aggregate number of shares of Boxed common stock issuable upon the cash exercise of the Boxed warrants outstanding as of October 20, 2021 and (iv) 4,106,351, the aggregate number of shares of Boxed common stock issuable upon the cash exercise of Boxed options outstanding as of October 20, 2021, and (b) an estimated Exchange Ratio (as defined herein) of 0.9483 as of October 20, 2021.
(2)
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price per share is $9.85, the average of the high and low trading prices of Seven Oaks Class A common stock on July 15, 2021, 2021 (within five business days prior to the date of the initial filing of this Registration Statement).
(3)
Represents the registration fee of $26,563.84 previously paid by the Registrant together with $399.31 payable in respect of the additional securities registered hereby, calculated pursuant to Rule 457 by multiplying the proposed maximum aggregate offering price of such additional securities of $4,307,552.75 by 0.0000927.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION DATED OCTOBER 22, 2021
PROXY STATEMENT OF SEVEN OAKS ACQUISITION CORP.
PROSPECTUS FOR
24,718,939 SHARES OF COMMON STOCK
OF SEVEN OAKS ACQUISITION CORP.
(WHICH WILL BE RENAMED “BOXED, INC.”)
The board of directors of Seven Oaks Acquisition Corp., a Delaware corporation (“Seven Oaks,” “we,” “us” or “our”), has unanimously approved an agreement and plan of merger, dated June 13, 2021, by and among Seven Oaks, Blossom Merger Sub, Inc., a wholly owned subsidiary of Seven Oaks (“Merger Sub”), Blossom Merger Sub II, LLC, a wholly owned subsidiary of Seven Oaks (“Merger Sub II”), and Giddy Inc. (d/b/a Boxed), a Delaware corporation (“Boxed”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement is adopted by Seven Oaks’ stockholders and the transactions under the Business Combination Agreement are consummated, Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly-owned subsidiary of Seven Oaks (the “First Merger”), and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving the merger surviving as a wholly-owned subsidiary of Seven Oaks (the “Second Merger” and, together with the First Merger, the “Mergers”). In addition, in connection with the consummation (the “Closing”) of the transactions contemplated by the Business Combination Agreement, Seven Oaks will be renamed “Boxed, Inc.” and is referred to herein as “New Boxed” as of the time following such change of name (collectively, the “Business Combination”).
Under the Business Combination Agreement, Seven Oaks has agreed to acquire all of the outstanding equity interests of Boxed for approximately $550 million in aggregate consideration. Boxed stockholders will receive consideration in the form of shares of common stock of New Boxed.
Concurrently with the merger of Merger Sub with and into Boxed, each share of Class B common stock of Seven Oaks will be converted into one share of Class A common stock of Seven Oaks.
In addition, concurrently with the execution of the Business Combination Agreement, Seven Oaks entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Subscribing Investors”), pursuant to which such investors have agreed to purchase, at the effective time of the First Merger (the “Effective Time”), a total of 3.25 million shares of Seven Oaks Class A common stock for $10.00 per share (which will be shares of New Boxed common stock after the Business Combination) and an aggregate of $87.5 million of principal amount of convertible notes, which will bear interest at a rate of 7.00% per annum, paid-in-kind or in cash at the option of the Company and accruing semi-annually, and will be convertible for shares of New Boxed common stock after the Business Combination.
At the Effective Time, each share of Boxed Series A preferred stock, Boxed Series B preferred stock, Boxed Series C preferred stock, Boxed Series D preferred stock, and Boxed Series E preferred stock (collectively, the “Boxed preferred stock”) and Boxed common stock shall be converted into the right to receive the applicable per share merger consideration, which will be in the form of common stock of New Boxed (“New Boxed common stock”). The consummation of the Business Combination is conditioned upon, among other things, Seven Oaks having an aggregate cash amount, after deducting redemptions of public shares and certain specified fees, costs and expenses of Seven Oaks, of at least $175.0 million available at Closing from the Trust Account and Subscribing Investors (the “Minimum Cash Condition”) (though this condition under the Business Combination Agreement may be waived by Boxed). The consummation of certain of the Subscribing Investors’ obligations under the Subscription Agreements is conditioned upon, among other things, satisfaction of the Minimum Cash Condition.
At the Effective Time, each outstanding option to purchase shares of Boxed common stock (each a “Boxed option”) that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Boxed and will be converted into an option to acquire shares of New Boxed common stock with the same terms and conditions as applied to the Boxed option immediately prior to the Effective Time subject to any changes by reason of the Business Combination (a “New Boxed option”); provided, that the number of shares underlying such New Boxed option will be determined by multiplying the number of shares of Boxed common stock subject to such Boxed option immediately prior to the Effective Time, by the ratio determined by dividing the per share merger consideration by $10.00 (the product being the “Exchange Ratio”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Boxed option will be determined by dividing the exercise price per share of Boxed common stock applicable to such Boxed option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent.
Immediately prior to the Effective Time, each warrant to purchase shares of Boxed’s capital stock (each a “Boxed warrant”) that is issued and outstanding will be exercised in full on a cash or cashless basis or terminated without exercise.
Immediately prior to the Effective Time, each of the currently issued and outstanding shares of Seven Oaks Class A common stock will automatically convert, on a one-for-one basis, into shares of New Boxed common stock in accordance with the terms of the Current Charter.
Seven Oaks’ units, Class A common stock and public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “SVOKU”, “SVOK” and “SVOKW”, respectively. Seven Oaks intends to apply to list the New Boxed common stock and public warrants on NYSE under the symbols “BOXD” and “BOXD WS”, respectively, upon the Closing of the Business Combination. New Boxed will not have units traded following Closing of the Business Combination.
Seven Oaks will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. Seven Oaks cannot complete the Business Combination unless Seven Oaks’ stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby. Seven Oaks is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
Unless adjourned, the Special Meeting of the stockholders of Seven Oaks will be held at                  , New York City time, on            , 2021 at                  . In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, Seven Oaks has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting       and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.
This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about Seven Oaks and New Boxed and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 38 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.
If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing SVOK.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at                  .
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated            , 2021, and is first being mailed to stockholders of Seven Oaks on or about            , 2021.

 
Seven Oaks Acquisition Corp.
445 Park Avenue, 17th Floor
New York, NY 10022
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON            , 2021
TO THE STOCKHOLDERS OF SEVEN OAKS ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Seven Oaks Acquisition Corp., a Delaware corporation (“Seven Oaks,” “we,” “us” or “our”), will be held at             a.m., New York City time, on                  , 2021 at                  . You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
(a)
Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the agreement and plan of merger (as the same may be amended and/or restated from time to time, the “Business Combination Agreement”), dated June 13, 2021, by and among Seven Oaks, Blossom Merger Sub, Inc., a wholly owned subsidiary of Seven Oaks (“Merger Sub”), Blossom Merger Sub II, LLC, a wholly owned subsidiary of Seven Oaks (“Merger Sub II”), and Giddy Inc. (d/b/a Boxed), a Delaware corporation (“Boxed”) and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly owned subsidiary of Seven Oaks, and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving the merger surviving as a wholly-owned subsidiary of Seven Oaks (the transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);
(b)
Proposal No. 2 — Organizational Documents Proposal — to consider and vote upon a proposal (the “Organizational Documents Proposal”) to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated certificate of incorporation (“Proposed Charter”) and the proposed amended and restated bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Seven Oaks, which will be renamed “Boxed, Inc.” ​(“New Boxed”) in connection with the Business Combination;
(c)
Proposal No. 3 — The Advisory Organizational Documents Proposals — to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Organizational Documents and Seven Oaks’ Amended and Restated Certificate of Incorporation, dated December 17, 2020 (“Current Charter”) and Bylaws (“Current Bylaws” and, together with the Current Charter, the “Current Organizational Documents”), which are being presented in accordance with the requirements of the SEC as two separate sub-proposals (we refer to such proposals as the “Advisory Organizational Documents Proposals”):
(i)
Advisory Organizational Documents Proposal A — to authorize the change in the authorized capital stock of Seven Oaks from 380,000,000 shares of Class A common stock, par value $0.0001 per share (the “Seven Oaks Class A common stock”), 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “Seven Oaks Shares”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Seven Oaks preferred stock”), to 600,000,000 shares of common stock, par value $0.0001 per share, of New Boxed (the “New Boxed common stock”) and 60,000,000 shares of preferred stock, par value $0.0001 per share, of New Boxed (the “New Boxed preferred stock”) (“Advisory Organizational Documents Proposal A”);
(ii)
Advisory Organizational Documents Proposal B — to authorize all other changes in connection with the replacement of the Current Organizational Documents with the Proposed Organizational Documents in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex A and Annex B, including (1) changing the corporate name from “Seven Oaks Acquisition Corp.” to “Boxed, Inc.”, (2) making New Boxed’s corporate existence perpetual, (3) electing not to be governed by Section 203 of the DGCL and, instead, to be governed by a provision substantially similar
 

 
to Section 203 of the DGCL, and (4) removing certain provisions related to Seven Oaks’ status as a blank check company that will no longer be applicable upon consummation of the Business Combination (“Advisory Organizational Documents Proposal B”);
(d)
Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New Boxed common stock pursuant to the terms of the Business Combination Agreement, (y) shares of Seven Oaks Class A common stock to certain institutional and other investors (the “PIPE Investors”) in connection with the PIPE Investment immediately prior to the Closing, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing and (z) shares of Seven Oaks Class A common stock to certain institutional investors (the “Convertible Note Investors”) issuable upon conversion of the convertible notes pursuant to the Convertible Note Subscription Agreements (we refer to this proposal as the “Stock Issuance Proposal”);
(e)
Proposal No. 5 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, the Boxed, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Award Plan (the “Incentive Award Plan Proposal”);
(f)
Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, the Boxed, Inc. 2021 Employee Stock Purchase Plan (the “ESP Plan”), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESP Plan (the “ESPP Proposal”); and
(g)
Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (together the “Condition Precedent Proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).
Only holders of record of shares of Seven Oaks Class A common stock and Seven Oaks Class B common stock (collectively, the “Seven Oaks Shares”) at the close of business on October 26, 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.
We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, Seven Oaks’ board of directors has unanimously determined that each of the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of Seven Oaks and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of Seven Oaks’ directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of Seven Oaks and its stockholders and what they may believe is best for themselves in determining
 

 
to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Seven Oaks’ Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.
Under the Business Combination Agreement, the approval of the Condition Precedent Proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. The Adjournment Proposal and the Advisory Organizational Documents Proposals are not conditioned on the approval of any other proposal.
In connection with the Initial Public Offering, our initial stockholders, including our Sponsor, Seven Oaks Sponsor LLC, a Delaware limited liability company, Jones & Associates, Inc., an affiliate of one of the underwriters in our Initial Public Offering, and certain of our employees, officers and directors entered into a letter agreement to vote their shares of Seven Oaks Class B common stock purchased prior to the Initial Public Offering, as well as any shares of Seven Oaks Class A common stock sold as part of the units by us in the Initial Public Offering purchased by them during or after the Initial Public Offering, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, such persons and entities collectively own 20% of our total outstanding common stock.
Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that Seven Oaks redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to                  , New York City time, on                  , 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, Seven Oaks’ transfer agent (the “transfer agent”), that Seven Oaks redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through the Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with the Initial Public Offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $    per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Seven Oaks instruct the transfer agent to return the shares (physically or electronically). The holder can make such request
 

 
by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Subject to approval by Seven Oaks Stockholders of the Business Combination Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals, at the Closing, we will adopt a single class stock structure, comprised of Class A common stock, which will carry one vote per share. Upon the Closing, all stockholders of New Boxed will hold only shares of New Boxed common stock.
Furthermore, Seven Oaks entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase immediately prior to the Closing an aggregate of 3,250,000 shares of Seven Oaks Class A common stock at a purchase price of $10.00 per share. In connection with the Closing, all of the issued and outstanding shares of Seven Oaks Class A common stock and Class B common stock, including the shares of Seven Oaks Class A common stock issued to the PIPE Investors, will be converted, on a one-for-one basis, for shares of New Boxed common stock.
Seven Oaks also entered into additional subscription agreements (the “Convertible Note Subscription Agreements), each dated as of June 13, 2021, with certain institutional investors, pursuant to which, among other things, Seven Oaks agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of $87.5 million of principal amount of convertible notes. The convertible notes will mature in five years. The convertible notes will be convertible, at the election of New Boxed, for shares of common stock of New Boxed, cash or a combination of cash and such shares, based on a conversion price of $12.00 per share (subject to customary anti-dilution adjustments) in accordance with the terms thereof. The convertible notes will bear interest at a rate of 7.00% per annum, paid-in-kind or in cash at the option of New Boxed and accruing semi-annually.
All Seven Oaks Stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of Seven Oaks Shares, you may also cast your vote at the Special Meeting electronically by visiting                  . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Organizational Documents Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Seven Oaks Shares, voting as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Organizational Documents Proposal. Because approval of the other proposals only requires a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at
 

 
(203) 658-9400, or by emailing SVOK.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at                  .
Thank you for your participation. We look forward to your continued support.
                 , 2021
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF SEVEN OAKS CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF SEVEN OAKS CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF SEVEN OAKS CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
 

 
ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form S-4 filed with the SEC by Seven Oaks, constitutes a prospectus of Seven Oaks under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to certain of the shares of common stock of New Boxed to be issued to Boxed’s stockholders under the Business Combination Agreement. This document also constitutes a proxy statement of Seven Oaks under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Seven Oaks Stockholders nor the issuance by Seven Oaks of its common stock in connection with the Business Combination will create any implication to the contrary.
Information contained in this proxy statement/prospectus regarding Seven Oaks has been provided by Seven Oaks and information contained in this proxy statement/prospectus regarding Boxed has been provided by Boxed.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
 

 
MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains information concerning the market and industry in which Boxed conducts its business. Boxed operates in an industry in which it is difficult to obtain precise industry and market information. Boxed has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Seven Oaks and Boxed assume liability for the accuracy and completeness of such information to the extent included in this proxy statement/prospectus, but have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While neither Seven Oaks nor Boxed is aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.
 

 
TABLE OF CONTENTS
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i

 
ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Seven Oaks from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Seven Oaks Acquisition Corp.
445 Park Avenue, 17th Floor
New York, NY 10022
Telephone: (917) 214-6371
Attention: Drew Pearson, CFO
or
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: SVOK.info@investor.morrowsodali.com
To obtain timely delivery, Seven Oaks Stockholders must request the materials no later than five business days prior to the Special Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.
 
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CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “Seven Oaks” refers to Seven Oaks Acquisition Corp., and the terms “New Boxed,” “combined company” and “post- combination company” refer to Giddy Inc. (d/b/a Boxed) and its subsidiaries following the consummation of the Business Combination.
In this document:
Available Closing Seven Oaks Cash” means, without duplication, an amount equal to (a) all amounts in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with redemptions by holders of Seven Oaks Class A common stock and all Seven Oaks Transaction Expenses), plus (b) the aggregate amount of the proceeds of the Private Placements to the extent such amount has been funded to and remains with, or that will be funded concurrently with the Closing to, Seven Oaks pursuant to the Subscription Agreements as of immediately prior to the Closing.
B2B” means business-to-business.
B2C” means business-to-consumer.
Boxed” means Giddy Inc. (d/b/a Boxed), a Delaware corporation.
Boxed capital stock” means the Boxed common stock and each other class or series of capital stock of Boxed (including preferred stock).
Boxed common stock” means the common stock, par value $0.00001 per share, of Boxed.
Boxed Fully Diluted Capitalization” means the sum of (a) the total number of shares of Boxed common stock issued and outstanding immediately prior to the Effective Time after giving effect to (x) the exercised in full on a cash or cashless basis or terminated without exercise, as applicable, of Boxed warrants and (y) the automatic conversion of each share of Boxed preferred stock into shares of Boxed common stock immediately prior to the Effective Time at the then-effective conversion rate as calculated pursuant to the terms of the governing documents of Boxed, plus (b) the total number of shares of Boxed common stock issued or issuable upon the settlement of all Boxed options and Boxed warrants (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, minus (c) a number of shares of Boxed common stock equal to (i) the aggregate exercise price of the Boxed options described in the foregoing clause (b) above divided by (ii) the Per Share Merger Consideration.
Boxed option” means each option to purchase shares of Boxed common stock.
Boxed stockholder” means each holder of Boxed capital stock.
Boxed warrant” means each warrant to purchase shares of Boxed capital stock.
Business Combination” means the transactions contemplated by the Business Combination Agreement, including the transaction where Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly owned subsidiary of Seven Oaks, and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving the merger surviving as a wholly-owned subsidiary of Seven Oaks.
Business Combination Agreement” means that Agreement and Plan of Merger, dated as of June 13, 2021, by and among Seven Oaks, Merger Sub, Merger Sub II and Boxed.
Closing” means the consummation of the Business Combination.
Closing Date” means the date of the Closing.
Code” means the Internal Revenue Code of 1986, as amended.
Condition Precedent Proposals” means, collectively, the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the ESPP Proposal.
 
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Convertible Note Investors” means certain institutional investors who are party to the Convertible Note Subscription Agreements.
Convertible Note Subscription Agreements” means the subscription agreements, each dated as of June 13, 2021, with certain institutional investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of $87.5 million of principal amount of convertible notes.
Current Bylaws” means Seven Oaks’ bylaws, as currently in effect.
Current Charter” means Seven Oaks’ amended and restated certificate of incorporation, as currently in effect.
Current Organizational Documents” means, collectively, the Current Charter and Current Bylaws.
DGCL” means the General Corporation Law of the State of Delaware.
DTC” means The Depository Trust Company.
Effective Time” means the effective time of the First Merger.
Equity Value” means an amount equal to $550,000,000.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Exchange Ratio” means the quotient of (a) the Per Share Merger Consideration Value divided by (b) $10.00.
FASB” means the Financial Accounting Standards Board.
First Merger” means the transaction where Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly owned subsidiary of Seven Oaks.
Founder Shares” means the Seven Oaks Class B common stock initially purchased by the Sponsor in a private placement prior to the Initial Public Offering and the Seven Oaks Class A common stock that will be issued upon the conversion of such Seven Oaks Class B common stock in accordance with the Current Charter and in connection with the consummation of the Business Combination.
GAAP” means United States generally accepted accounting principles.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Initial Public Offering” means Seven Oaks’ initial public offering, consummated on December 22, 2020, resulting in the sale of 25,875,000 units at $10.00 per unit, including the issuance of 3,375,000 units as a result of the underwriters’ exercise of their over-allotment option.
Initial Stockholders” means the Sponsor and any other holder of the Founder Shares (or their permitted transferees), including Jones.
Investment Company Act” means the Investment Company Act of 1940, as amended.
JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
Jones” means JonesTrading Institutional Services LLC and Jones & Associates, Inc., including any affiliates.
Mergers” means transactions where Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly-owned subsidiary of Seven Oaks, and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving the merger surviving as a wholly-owned subsidiary of Seven Oaks.
Merger Sub” means Blossom Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Seven Oaks.
 
iv

 
Merger Sub II” means Blossom Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Seven Oaks.
“Minimum Cash Condition” means the Available Closing Seven Oaks Cash being equal to or greater than $175,000,000.
Morrow” means Morrow Sodali, proxy solicitor to Seven Oaks.
Nasdaq” means the Nasdaq Capital Market.
New Boxed” means Boxed, Inc., a Delaware corporation (which, prior to consummation of the Business Combination, was known as Seven Oaks Acquisition Corp. (“Seven Oaks” herein)).
New Boxed Board” means the board of directors of New Boxed.
New Boxed common stock” means the shares of common stock, par value $0.0001 per share, of New Boxed, which are entitled to one (1) vote per share.
New Boxed Management” means the management of New Boxed following the consummation of the Business Combination.
New Boxed option” means each option to purchase shares of New Boxed common stock.
New Boxed preferred stock” means the shares of any series of preferred stock, par value $0.0001 per share, of New Boxed, which may be issued in the future.
NYSE” means New York Stock Exchange.
Per Share Merger Consideration” means with respect to any Boxed common stock held by any Pre-Closing Boxed Holder, a number of shares of Seven Oaks Class A common stock equal to the Exchange Ratio, in each case with fractional shares (determined on an aggregate basis for each Pre-Closing Boxed Holder after combining all fractional shares each such holder would otherwise receive) rounded down to the nearest whole share.
Per Share Merger Consideration Value” means the (a) Equity Value divided by (b) the Boxed Fully Diluted Capitalization.
“PIPE Investment” means the issuance of an aggregate of 3.25 million shares of Seven Oaks Class A common stock for $10.00 per share pursuant to the PIPE Subscription Agreements.
“PIPE Investors” means certain institutional and other investors who are party to the PIPE Subscription Agreements.
“PIPE Subscription Agreements” means the subscription agreements, each dated as of June 13, 2021, between Seven Oaks and the PIPE Investors, pursuant to which Seven Oaks has agreed to issue an aggregate of 3,250,000 shares of Seven Oaks Class A common stock to the PIPE Investors, including an aggregate of 100,000 shares of Seven Oaks Class A common stock to certain members of Seven Oaks’ and Boxed’s management teams immediately before the Closing at a purchase price of $10.00 per share.
Pre-Closing Boxed Holder” means each Boxed stockholder that holds one or more (i) shares of Boxed common stock, (ii) Boxed options or (iii) Boxed warrants immediately prior to the Closing.
Private Placement Warrants” means the 5,587,500 warrants issued to our Sponsor concurrently with the Initial Public Offering, each of which will be exercisable for one share of New Boxed common stock following the Business Combination.
“Private Placements” means issuance of New Boxed securities pursuant to the Convertible Note Subscription Agreements and the PIPE Subscription Agreements.
Proposed Bylaws” means the proposed amended and restated bylaws to be adopted by Seven Oaks pursuant to the Organizational Documents Proposals immediately prior to the Closing (and which at and after the Closing will operate as the amended and restated bylaws of New Boxed), a copy of which is attached as Annex C to this proxy statement/prospectus.
Proposed Charter” means the proposed second amended and restated certificate of incorporation to be adopted by Seven Oaks pursuant to the Organizational Documents Proposals immediately prior to the Closing (and which at and after the Closing will operate as the second amended and restated certificate of incorporation of New Boxed), a copy of which is attached as Annex B to this proxy statement/prospectus.
 
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Proposed Organizational Documents” means, collectively, the Proposed Charter and Proposed Bylaws.
Public shares” means shares of Seven Oaks Class A common stock included in the units issued in the Initial Public Offering.
Public stockholders” means holders of Public shares.
Public warrants” means the warrants included in the units issued in the Initial Public Offering, each of which is exercisable for one share of Seven Oaks Class A common stock, in accordance with its terms.
Second Merger” means the transaction where Boxed will merge with and into Merger Sub II, with Merger Sub II surviving the merger surviving as a wholly-owned subsidiary of Seven Oaks.
Seven Oaks” means Seven Oaks Acquisition Corp., a Delaware corporation (which, after the Closing, will be known as Boxed, Inc.).
Seven Oaks Board” means the board of directors of Seven Oaks.
Seven Oaks Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of Seven Oaks.
Seven Oaks Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of Seven Oaks.
Seven Oaks Shares” means, collectively, the Seven Oaks Class A common stock and Seven Oaks Class B common stock.
Seven Oaks Stockholder” means a holder of Seven Oaks capital stock.
Seven Oaks Transaction Expenses” means all fees, costs and expenses of Seven Oaks (exclusive of any deferred underwriting fees and the costs incurred in connection with the Private Placements) incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of the Business Combination Agreement and related agreements and the performance and compliance with such agreements, and the consummation of the transactions contemplated by such agreements, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Seven Oaks; provided that all fees, costs, expenses and disbursements incurred by the placement agents for the Private Placements are excluded from the definition of Seven Oaks Transaction Expenses.
Sponsor” means Seven Oaks Sponsor LLC, a Delaware limited liability company.
Sponsor Agreement” means the Sponsor Agreement dated as of June 13, 2021 by and among the Sponsor, Jones, Seven Oaks and Boxed.
Subscribing Investors” means the PIPE Investors and Convertible Note Investors.
“Subscription Agreements” means the Convertible Note Subscription Agreements and the PIPE Subscription Agreements.
“Surviving Company” means the surviving corporation resulting from the merger of Merger Sub with and into Boxed.
“Termination Date” means 11:59 p.m., Eastern Time, on December 10, 2021.
Transfer Agent” means Continental Stock Transfer & Trust Company.
Trust Account” means the Trust Account of Seven Oaks that holds the proceeds from Seven Oaks’ Initial Public Offering and the concurrent private placement of the Private Placement Warrants.
Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of December 17, 2020, between Seven Oaks and the Trustee.
Trustee” means Continental Stock Transfer & Trust Company.
Underwriters” means JonesTrading, National Securities Corporation and Loop Capital Markets, the underwriters for the Initial Public Offering.
Units” means the units of Seven Oaks, each consisting of one share of Seven Oaks Class A common stock and one-half (1/2) of one public warrant of Seven Oaks.
 
vi

 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Seven Oaks and Boxed. These statements are based on the beliefs and assumptions of the management of Seven Oaks and Boxed. Although Seven Oaks and Boxed believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Seven Oaks nor Boxed can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. This proxy statement/prospectus includes forward-looking statements contained in this proxy statement/prospectus about Seven Oaks and Boxed prior to the Business Combination, and New Boxed following the Business Combination, including those related to:

meeting the Closing conditions to the Business Combination, including approval by stockholders of Seven Oaks and the satisfaction of the Minimum Cash Condition, or realizing the benefits expected from the Business Combination if it is consummated;

avoiding the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

obtaining and/or maintaining the listing of New Boxed common stock on NYSE following the Business Combination;

retaining or recruiting, or making changes with respect to, officers, key employees or directors following the Business Combination;

employing the capital received by New Boxed through the Business Combination to develop and expand marketing and sales capabilities and to grow brand recognition and customer loyalty;

the capital needs of New Boxed following the Business Combination and the ability to secure such financing on reasonable terms, or at all;

New Boxed’s ability to expand its Software & Services business;

competing in the global e-commerce and consumer delivery industry;

attracting and retaining successful relationships with customers and suppliers in a cost-effective manner;

complying with laws and regulations applicable to New Boxed’s business;

responding to market conditions and global and economic factors beyond New Boxed’s control, including the ongoing COVID-19 pandemic and potential changes in the nature in which businesses are operated following the pandemic;

managing intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate;

managing litigation and adequately protecting New Boxed’s intellectual property rights; and

managing other factors detailed under the section entitled “Risk Factors.
 
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These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Seven Oaks and Boxed prior to the Business Combination, and New Boxed following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Seven Oaks or Boxed assess the impact of all such risk factors on the business of Seven Oaks and Boxed prior to the Business Combination, and New Boxed following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Seven Oaks or Boxed or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Seven Oaks and Boxed prior to the Business Combination, and New Boxed following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
viii

 
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING
The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. Seven Oaks urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.
Q:   Why am I receiving this proxy statement/prospectus?
A:   Seven Oaks is proposing to consummate the Business Combination with Boxed. Seven Oaks, Merger Sub and Boxed have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. Seven Oaks urges its stockholders to read the Business Combination Agreement in its entirety.
The Business Combination Agreement must be adopted by the Seven Oaks Stockholders in accordance with the DGCL and Seven Oaks’ Current Charter. Seven Oaks is holding a Special Meeting to obtain that approval. Seven Oaks Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Business Combination Agreement and thereby approve the Business Combination.
THE VOTE OF SEVEN OAKS STOCKHOLDERS IS IMPORTANT. SEVEN OAKS STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.
Q:   Why is Seven Oaks proposing the Business Combination?
A:   Seven Oaks was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.
Based on its due diligence investigations of Boxed and the industries in which it operates, including the financial and other information provided by Boxed in the course of Seven Oaks’ due diligence investigations, the Seven Oaks Board believes that the Business Combination with Boxed is in the best interests of Seven Oaks and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.
Although the Seven Oaks Board believes that the Business Combination with Boxed presents a unique business combination opportunity and is in the best interests of Seven Oaks and its stockholders, the Seven Oaks Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — Seven Oaks’ Board of Directors’ Reasons for Approval of the Business Combination” for a discussion of the factors considered by the Seven Oaks Board in making its decision.
Q:   When and where will the Special Meeting take place?
A:   The Seven Oaks Special Meeting will be held on            , 2021, at        a.m. New York City time, at                  .
In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Seven Oaks Board determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. The Seven Oaks Board believes that this is the right choice for Seven Oaks and its stockholders at this time, as it permits stockholders to attend and participate in the Special Meeting while safeguarding the health and safety of Seven Oaks’ stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the Special Meeting by visiting                  .
 
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To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at 10:00 a.m., New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.
Q:   What matters will be considered at the Special Meeting?
A:   The Seven Oaks Stockholders will be asked to consider and vote on the following proposals:

a proposal to adopt the Business Combination Agreement and approve the Business Combination (the “Business Combination Proposal”);

a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated articles of incorporation (the “Proposed Charter”) and the proposed amended and restated bylaws of Seven Oaks (the “Proposed Bylaws”) (such proposal, the “Organizational Documents Proposal”);

a proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Organizational Documents Proposals”);

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of New Boxed common stock pursuant to the terms of the Business Combination Agreement and the Subscription Agreements (the “Stock Issuance Proposal”);

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, the Boxed, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan Proposal”);

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal and the Incentive Award Plan Proposal are approved and adopted, the Boxed, Inc. 2021 Employee Stock Purchase Plan (the “ESPP Proposal”); and

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).
Q:    Is my vote important?
A:    Yes. The Business Combination cannot be completed unless the Business Combination Agreement is adopted by the Seven Oaks Stockholders holding a majority of the votes cast on such proposal and the other Condition Precedent Proposals achieve the necessary vote outlined below. Only Seven Oaks Stockholders as of the close of business on October 26, 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The Seven Oaks Board unanimously recommends that such Seven Oaks Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of the Advisory Organizational Documents Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.
 
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Q:    If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?
A:    No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:    What Seven Oaks Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?
A:    The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. Our Initial Stockholders have agreed to vote their shares in favor of the Business Combination. In addition, certain other of the beneficial owners of Seven Oaks’ Class A common stock have entered into voting agreements with Boxed, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). The percentage of outstanding shares of Seven Oaks Class A common stock subject to these voting agreements is 20% of the voting power of Seven Oaks. As such, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 30% of the outstanding shares in order to approve the Business Combination. If the shares held by the minimum number of stockholders necessary for a quorum for the Special Meeting were to be voted, we would need the additional affirmative vote of shares representing approximately 5% of the outstanding shares in order to approve the Business Combination.
The Organizational Documents Proposal.   Approval of the Organizational Documents Proposal requires the affirmative vote of the holders of at least a majority of the outstanding Seven Oaks Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.
The Advisory Organizational Documents Proposals.   Approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
The Stock Issuance Proposal.   Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and broker non-votes have no effect on the outcome of the proposal.
The Incentive Award Plan Proposal.   Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and broker non-votes have no effect on the outcome of the proposal.
The ESPP Proposal.   Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and broker non-votes have no effect on the outcome of the proposal.
 
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The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
Q:    What will Boxed’s equity holders receive in connection with the Business Combination?
A:    The aggregate value of the consideration paid in respect of Boxed is approximately $550.0 million. Boxed stockholders will only have the right to receive consideration in the form of shares of common stock of New Boxed.
At the Effective Time, each share of Boxed Series A preferred stock, Boxed Series B preferred stock, Boxed Series C preferred stock, Boxed Series D preferred stock, and Boxed Series E preferred stock (collectively, the “Boxed preferred stock”) and Boxed common stock shall be converted into the right to receive the applicable Per Share Merger Consideration, which will be in the form of common stock of New Boxed (“New Boxed common stock”). The consummation of the Business Combination is conditioned upon, among other things, satisfaction of the Minimum Cash Condition (though this condition may be waived under the Business Combination Agreement by Boxed). The consummation of certain of the Subscribing Investors’ obligations under the Subscription Agreements is also conditioned upon, among other things, satisfaction of the Minimum Cash Condition.
At the Effective Time, each outstanding option to purchase shares of Boxed common stock (each a “Boxed option”) that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Boxed and will be converted into an option to acquire shares of New Boxed common stock with the same terms and conditions as applied to the Boxed option immediately prior to the Effective Time subject to any changes by reason of the Business Combination (a “New Boxed option”); provided, that the number of shares underlying such New Boxed option will be determined by multiplying the number of shares of Boxed common stock subject to such Boxed option immediately prior to the Effective Time, by the ratio determined by dividing the Per Share Merger Consideration Value by $10.00 (the product being the “Exchange Ratio”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Boxed option will be determined by dividing the exercise price per share of Boxed common stock applicable to such Boxed option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent.
Immediately prior to the Effective Time, each warrant to purchase shares of Boxed’s capital stock (each a “Boxed warrant”) that is issued and outstanding will be exercised in full on a cash or cashless basis or terminated without exercise.
Q:    What equity stake will current Seven Oaks Stockholders and Boxed stockholders hold in New Boxed immediately after the consummation of the Business Combination?
A:    The following table illustrates varying ownership levels in New Boxed at the Closing, assuming no redemptions by Seven Oaks’ public stockholders and the maximum redemptions by Seven Oaks’ public stockholders that would still result in satisfaction of the Minimum Cash Condition in the Business Combination Agreement as described elsewhere in this proxy statement/prospectus.
Assuming
No
Redemption
Assuming 50%
Redemptions(1)
Assuming
Maximum
Redemption(2)
Boxed Equityholders(3)
55,000,000 55,000,000 55,000,000
Public Stockholders(4)
25,875,000 12,937,500 6,000,000
PIPE Investors
3,250,000 3,250,000 3,250,000
Initial Stockholders(5)
6,468,750 6,468,750 6,468,750
Total Shares(6)
90,593,750 77,656,250 70,718,750
(1)
Assumes that holders of 12,937,500 public shares exercise their redemption rights in connection with the Business Combination (50% redemption scenario based on a redemption price of $10.00 per share).
 
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(2)
Assumes that holders of 19,875,000 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on a redemption price of $10.00 per share).
(3)
Amount presents shares on a fully diluted, net exercise basis. The actual number of outstanding shares of New Boxed common stock held by Boxed equityholders at Closing will vary depending on the number of Boxed options that remain unexercised prior to Closing. Based on shares of Boxed capital stock outstanding as of October 20, 2021, an estimated 50,831,178 shares of New Boxed common stock would be issued to Boxed equityholders at Closing.
(4)
The underwriters for the Initial Public Offering will collectively receive approximately $9.1 million of deferred underwriting commissions in connection with the Closing, irrespective of the amount of redemptions by the public stockholders. Assuming no redemptions, the underwriters will receive deferred commissions of $0.35 per public share that remains outstanding after the Closing. Assuming Maximum Redemptions, the underwriters will receive deferred commissions of approximately $1.51 per public share that remains outstanding after the Closing. The level of redemption also impacts the effective underwriting fee incurred in connection with the Initial Public Offering. In a no redemption scenario, based on the approximately $258.8 million in the trust account as of June 30, 2021, Seven Oaks’ $9.1 million in deferred underwriting commissions represents an effective deferred underwriting commission of approximately 3.5%. In a 50% redemption scenario in which 12,937,500 public shares are redeemed in connection with the Business Combination, the funds remaining in the trust account following such redemption would be approximately $129.4 million and the effective underwriting fee would be approximately 7.0%. In a maximum redemption scenario, the funds remaining in the trust account following such redemption would be approximately $60.1 million and the effective underwriting fee would be approximately 15.2%.
(5)
Includes 1,940,625 shares that will be outstanding following the Closing but will remain subject to price-based performance vesting conditions as described in the Sponsor Agreement and will be considered outstanding for legal purposes but not for accounting purposes until such conditions are achieved, as well as 125,000 shares that will be transferred to XYQ US, LLC pursuant to the Convertible Note Subscription Agreements.
(6)
Stockholders will experience additional dilution to the extent New Boxed issues additional shares after the Closing. The table above excludes (a) 18,525,000 shares of Seven Oaks Class A common stock that will be issuable upon the exercise of 5,587,500 Private Placement Warrants and 12,937,500 public warrants, which will become warrants to acquire shares of New Boxed common stock following the Closing; (b) shares of New Boxed common stock that will be available for issuance under the Incentive Award Plan, which will initially be equal to 10% of the fully-diluted shares as of the Closing; (c) shares of New Boxed common stock that will be available for issuance under the ESPP, which will initially be equal to 2% of the fully-diluted shares as of the Closing; and (d) up to 7,291,666 shares of New Boxed common stock that may be issued upon conversion of $87.5 million principal amount of the convertible notes issuable pursuant to the Convertible Note Subscription Agreements at the initial conversion price of $12.00 (assuming New Boxed elects to settle all conversions of such convertible notes by delivery of shares of New Boxed common stock and excluding any potential adjustments to the conversion price pursuant to the terms of the convertible notes, including any make-whole adjustments). The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares.
Assuming No
Redemption
Assuming 50%
Redemptions
Assuming Maximum
Redemptions
Shares
Percentage
Shares
Percentage
Shares
Percentage
Total shares of New Boxed common stock outstanding at Closing
90,593,750 69.5% 77,656,250 67.0% 70,718,750 65.4%
Shares underlying public warrants
12,937,500 9.9% 12,937,500 11.2% 12,937,500 12.0%
Shares underlying Private Placement Warrants
5,587,500 4.3% 5,587,500 4.8% 5,587,500 5.2%
 
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Assuming No
Redemption
Assuming 50%
Redemptions
Assuming Maximum
Redemptions
Shares
Percentage
Shares
Percentage
Shares
Percentage
Shares underlying
conversion of convertible
notes
7,291,666 5.6% 7,291,666 6.3% 7,291,666 6.7%
Shares initially reserved for issuance under Incentive Award Plan(a)
11,641,041 8.9% 10,347,291 8.9% 9,653,541 8.9%
Shares initially reserved for issuance under ESPP(a)
2,328,208 1.8% 2,069,458 1.8% 1,930,708 1.8%
Total Shares
130,379,665
100.0%
115,889,665
100.0%
108,119,665
100.0%
(a)
The number of shares of New Boxed common stock available for issuance under the Incentive Award Plan and the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by amounts described in the sections entitled “Proposal No. 5 — The Incentive Award Plan Proposal” and “Proposal No. 6 — The ESPP Proposal” elsewhere in this proxy statement/prospectus.
If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.
For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Q:    What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:    A total of approximately $258.8 million, after deducting approximately $2.6 million of underwriters’ discounts and commissions and an aggregate of approximately $3.1 million of fees and expenses in connection with the closing of the Initial Public Offering, was placed in a Trust Account maintained by Continental, acting as Trustee. As of June 30, 2021, there were investments and cash held in the Trust Account of $258,801,400.44. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by December 22, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes.
Q:    What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?
A:    Seven Oaks Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, satisfaction of the Minimum Cash Condition (though this condition under the Business Combination Agreement may be waived by Boxed). Seven Oaks intends to notify Seven Oaks Stockholders by press release promptly after it becomes aware that Boxed has waived this condition. In addition, with fewer public shares and public stockholders, the trading market for New Boxed common stock may be less liquid than the market for Seven Oaks Class A common stock was prior to consummation of the Business Combination and New Boxed may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the capital infusion from the Trust Account into Boxed’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which Seven Oaks’ public stockholders exercise the maximum allowed redemption rights.
 
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Q:    What amendments will be made to the Current Charter?
A:    We are asking Seven Oaks Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the Seven Oaks Board believes are necessary to address the needs of New Boxed, including, among other things: (i) the change of Seven Oaks’ name to “Boxed, Inc.”; (ii) the increase of the total number of authorized shares of all classes of capital stock, par value of $ 0.0001 per share, from 401,000,000 shares to 660,000,000 shares, consisting of 600,000,000 shares of common stock, par value $ 0.0001 per share and 60,000,000 shares of preferred stock, par value $0.0001 per share; (iii) opting out from Section 203 of the DGCL but instead providing its own rules for interested stockholder transactions and (iv) the elimination of certain provisions specific to Seven Oaks’ status as a blank check company. Pursuant to Delaware law and the Current Charter, Seven Oaks is required to submit the Organizational Documents Proposal to Seven Oaks’ stockholders for approval. For additional information, see the section entitled “The Organizational Documents Proposal.
Q:    Why is the Company proposing the Stock Issuance Proposal?
A:    We are proposing the Stock Issuance Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (d), which require stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of common stock outstanding before the issuance of stock or securities.
In connection with the Business Combination, we expect to issue approximately 50,831,178 shares of New Boxed common stock based on shares of Boxed capital stock outstanding as of October 20, 2021. Because we may issue 20% or more of outstanding Seven Oaks’ common stock and voting power in connection with the Business Combination, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (d). As Seven Oaks is currently listed on Nasdaq, we are required to comply with the Nasdaq Listing Rules even if we are transferring to the NYSE upon the consummation of the Business Combination. For more information, please see the section entitled “The Stock Issuance Proposal.
Q:    What material negative factors did the Seven Oaks Board consider in connection with the Business Combination?
A:    Although the Seven Oaks Board believes that the acquisition of Boxed will provide Seven Oaks’ stockholders with an opportunity to participate in a combined company with significant growth potential in the online grocery market that is undergoing rapid adoption, a proprietary technology platform with opportunity for monetization, alignment to ESG principles, and strong management, the Seven Oaks Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Seven Oaks Stockholders would not approve the Business Combination and the risk that significant numbers of Seven Oaks Stockholders would exercise their redemption rights. In addition, during the course of Seven Oaks management’s evaluation of Boxed’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both Seven Oaks management and the Seven Oaks Board considered were (i) potential inability to complete the merger, (ii) potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected time frame, (iii) that the directors and officers of Seven Oaks have potential conflicts of interest in completing an initial business combination since they will lose their entire investment in Seven Oaks if a business combination is not completed by December 22, 2022, and (iv) the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the Closing. The Seven Oaks Board believed that although these risks could not be eliminated, the Boxed management team was aware of these risks and was well-positioned to address them. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Seven Oaks’ Board of Directors’ Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risk Factors Relating to the Business Combination and Integration of Boxed’s Business.”
 
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Q:    Do I have redemption rights?
A:    If you are a public stockholder, you have the right to request that Seven Oaks redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”
If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Our Initial Stockholders entered into a letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination.
Q:    How do I exercise my redemption rights?
A:    If you are a public stockholder and wish to exercise your right to redeem your public shares, you must: (i) (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to     p.m., New York City time, on            , 2021, (a) submit a written request to Continental that Seven Oaks redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through the DTC.
The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.
Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per public share. Assuming a maximum redemption scenario in which 19,875,000 public shares are redeemed, such redeeming public stockholders will retain an aggregate of 9,937,500 detachable redeemable warrants, which have an aggregate value of $      based on the closing price of our detachable redeemable warrants on Nasdaq of $      on October   , 2021. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
 
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If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is       , 2021 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that Seven Oaks instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Seven Oaks’ secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by      , New York City time, on            , 2021.
If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Seven Oaks warrants that you may hold.
Q:    If I am a holder of units, can I exercise redemption rights with respect to my units?
A:    No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Seven Oaks’ transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, Seven Oaks’ transfer agent, by            , 2021, you will not be able to exercise your redemption rights with respect to your public shares.
Q:    What are the U.S. federal income tax consequences of exercising my redemption rights?
A:    The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of public warrants or Private Placement Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”
TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:    How does the Seven Oaks Board recommend that I vote?
A:    The Seven Oaks Board recommends that the Seven Oaks Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of the Advisory Organizational Documents Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the Seven Oaks Board recommends that Seven Oaks Stockholders vote, see the section entitled “The Business Combination Proposal — Seven Oaks’ Board of Directors’ Reasons for Approval of the Business Combination” beginning on page 96.
 
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Q:    How do our Sponsor and the other Initial Stockholders intend to vote their shares?
A:    In connection with the Initial Public Offering, the Sponsor, Seven Oaks Sponsor LLC, a Delaware limited liability company, entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. In addition, certain other beneficial owners of Seven Oaks Class A common stock have entered into voting agreements with Seven Oaks, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). If all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 30% of the remaining shares to approve the Business Combination. If the shares held by the minimum number of stockholders necessary for a quorum for the Special Meeting were to be voted, we would need the additional affirmative vote of shares representing approximately 5% of the outstanding shares in order to approve the Business Combination.
Q:    Who is entitled to vote at the Special Meeting?
A:    The Seven Oaks Board has fixed October 26, 2021 as the record date for the Special Meeting. All holders of record of Seven Oaks Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” on page 10 for instructions on how to vote your Seven Oaks Shares without attending the Special Meeting.
Q:    How many votes do I have?
A:    Each Seven Oaks Stockholder of record is entitled to one vote for each Seven Oaks Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were 32,343,750 outstanding Seven Oaks Shares.
Q:    What constitutes a quorum for the Special Meeting?
A:    A quorum is the minimum number of stockholders necessary to hold a valid meeting.
A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding Seven Oaks Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.
Q:    What is Boxed?
A:    Boxed is an e-commerce retailer and an e-commerce enabler. It operates an e-commerce Retail service that provides bulk pantry consumables to businesses and household customers. This service is powered by Boxed’s own purpose-built storefront, marketplace, analytics, fulfillment, advertising, and robotics technologies. Boxed further enables e-commerce through its newly developed Software & Services business, which offers customers in need of an enterprise-level e-commerce platform access to its end-to-end technologies.
Q:    What will happen to my Seven Oaks Shares as a result of the Business Combination?
A:    If the Business Combination is completed, (i) each share of Seven Oaks’ Class A common stock will remain outstanding and automatically become a share of New Boxed common stock, and (ii) each share of Seven Oaks’ Class B common stock will be converted into one share of New Boxed common stock. See the section entitled “The Business Combination Proposal — Consideration to Boxed Stockholders” beginning on page 91.
Q:    Where will the New Boxed common stock be publicly traded?
A:    Assuming the Business Combination is completed, the shares of New Boxed common stock (including the New Boxed common stock issued in connection with the Business Combination) will be
 
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listed and traded on NYSE under the ticker symbol “BOXD” and the public warrants will be listed and traded on NYSE under the ticker symbol “BOXD WS”.
Q:    What happens if the Business Combination is not completed?
A:    If the Business Combination Agreement is not adopted by Seven Oaks Stockholders or if the Business Combination is not completed for any other reason by December 10, 2021, then we will seek to consummate an alternative initial business combination prior to December 22, 2022. If we do not consummate an initial business combination by December 22, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q:    How can I attend and vote my shares at the Special Meeting?
A:    Seven Oaks Shares held directly in your name as the stockholder of record of such Seven Oaks Shares as of the close of business on October 26, 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit       , and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.
Q:    How can I vote my shares without attending the Special Meeting?
A:    If you are a stockholder of record of Seven Oaks Shares as of the close of business on October 26, 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.
Q:    What is a proxy?
A:    A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of Seven Oaks Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of Seven Oaks’ officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Gary Matthews and Drew Pearson.
Q:    What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:    If your Seven Oaks Shares are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Direct holders (stockholders of record). For Seven Oaks Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your Seven Oaks Shares are voted.
Shares in “street name.” For Seven Oaks Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.
 
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Q:    If a Seven Oaks Stockholder gives a proxy, how will the Seven Oaks Shares covered by the proxy be voted?
A:    If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your Seven Oaks Shares in the way that you indicate when providing your proxy in respect of the Seven Oaks Shares you hold. When completing the proxy card, you may specify whether your Seven Oaks Shares should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.
Q:    How will my Seven Oaks Shares be voted if I return a blank proxy?
A:    If you sign, date and return your proxy and do not indicate how you want your Seven Oaks Shares to be voted, then your Seven Oaks Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of the Advisory Organizational Documents Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.
Q:    Can I change my vote after I have submitted my proxy?
A:    Yes. If you are a stockholder of record of Seven Oaks Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

submit a new proxy card bearing a later date;

give written notice of your revocation to Seven Oaks’ Corporate Secretary, which notice must be received by Seven Oaks’ Corporate Secretary prior to the vote at the Special Meeting; or

vote electronically at the Special Meeting by visiting        and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.
If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
Q:    Where can I find the voting results of the Special Meeting?
A:    The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, Seven Oaks will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.
Q:    Are Seven Oaks Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?
A:    No. Seven Oaks Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of Seven Oaks’ Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of Seven Oaks’ Class A common stock, which will become an equal number of shares of New Boxed common stock after giving effect to the Business Combination). Holders of Seven Oaks’ Class A common stock may vote against the Business Combination Proposal or redeem their Seven Oaks Shares if they are not in favor of the adoption of the Business Combination Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of Seven Oaks’ Class B Common Stock because they have agreed to vote in favor of the Business Combination.
 
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Q:    Are there any risks that I should consider as a Seven Oaks Stockholder in deciding how to vote or whether to exercise my redemption rights?
A:    Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 37. You also should read and carefully consider the risk factors of Seven Oaks and Boxed contained in the documents that are incorporated by reference herein.
Q:    What happens if I sell my Seven Oaks Shares before the Special Meeting?
A:    The record date for Seven Oaks Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your Seven Oaks Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your Seven Oaks Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Boxed shares to the person to whom you transfer your shares.
Q:    When is the Business Combination expected to be completed?
A:    Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Business Combination Agreement — Conditions to Closing”, including the adoption of the Business Combination Agreement by the Seven Oaks Stockholders at the Special Meeting, the Business Combination is expected to close shortly after the Special Meeting. However, it is possible that factors outside the control of both Seven Oaks and Boxed could result in the Business Combination being completed at a later time, or not being completed at all.
Q:    Who will solicit and pay the cost of soliciting proxies?
A:    Seven Oaks has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. Seven Oaks has agreed to pay Morrow a fee of $50,000. Seven Oaks will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Seven Oaks will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Seven Oaks’ management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:    What are the conditions to completion of the Business Combination?
A:    The Closing is subject to certain conditions, including, among other things, (i) approval by Boxed’s stockholders of the Business Combination Agreement and the Business Combination, (ii) approval by Seven Oaks’ stockholders of the proposals being presented at the Special Meeting, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act (iii) the absence of a material adverse regulatory event by a governmental entity that enjoins, prohibits or makes illegal the consummation of the Business Combination, (iv) satisfaction of the Minimum Cash Condition and (v) the approval of listing of the shares of New Boxed common stock on NYSE. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. See the section entitled “The Business Combination Proposal.”
Q:    What should I do now?
A:    You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your Seven Oaks Shares will be voted in accordance with your instructions.
Q:    What should I do if I receive more than one set of voting materials?
A:    Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold
 
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your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Seven Oaks Shares.
Q:    Whom do I call if I have questions about the Special Meeting or the Business Combination?
A:    If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, CT 06902
Tel: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: SVOK.info@investor.morrowsodali.com
You also may obtain additional information about Seven Oaks from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Seven Oaks’ transfer agent, at the address below prior to p.m., New York City time, on            , 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail:
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annex and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.
Information About the Parties to the Business Combination
Seven Oaks Acquisition Corp.
    445 Park Avenue, 17th Floor
    New York, NY 10022
    (917) 214-6371
Seven Oaks Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Giddy Inc. (d/b/a Boxed)
    451 Broadway
    New York, NY 10013
    (646) 586-5599
Giddy Inc. (d/b/a Boxed) is an e-commerce retailer and enabler. Boxed operates an e-commerce Retail service that provides bulk pantry consumables to businesses and household consumers, which is powered by its own purpose-built storefront, marketplace, analytics, fulfillment, advertising, and robotics technologies. Boxed is working to offer these end-to-end technologies through its newly developed Software & Services business, which further enables e-commerce for customers in need of an enterprise-level e-commerce platform.
Blossom Merger Sub, Inc.
    c/o Seven Oaks Acquisition Corp.
    445 Park Avenue, 17th Floor
    New York, NY 10022
    (917) 214-6371
Blossom Merger Sub, Inc. is a Delaware corporation and wholly-owned subsidiary of Seven Oaks Acquisition Corp., which was formed for the purpose of effecting a merger with Boxed.
Blossom Merger Sub II, LLC
    c/o Seven Oaks Acquisition Corp.
    445 Park Avenue, 17th Floor
    New York, NY 10022
    (917) 214-6371
Blossom Merger Sub II, LLC is a Delaware limited liability company and wholly-owned subsidiary of Seven Oaks Acquisition Corp., which was formed for the purpose of effecting a merger with Boxed.
The Business Combination and the Business Combination Agreement
The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.
If the Business Combination Agreement is adopted by Seven Oaks’ stockholders and the transactions under the Business Combination Agreement are consummated, Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly owned subsidiary of Seven Oaks, and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Seven Oaks.
 
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Structure of the Business Combination
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly owned subsidiary of Seven Oaks, and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of New Boxed (formerly Seven Oaks). In addition, immediately prior to the consummation of the Business Combination, New Boxed will amend and restate its charter to be the Proposed Charter, each as described in the section of this proxy statement/prospectus titled “Description of New Boxed Securities.
The following diagrams illustrate in simplified terms the current structure of Seven Oaks and Boxed and the expected structure of New Boxed (formerly Seven Oaks) upon the Closing.
Simplified Pre-Combination Structure
[MISSING IMAGE: tm2122045d1-fc_precompbw.jpg]
 
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Simplified Post-Combination Structure
[MISSING IMAGE: tm2122045d4-fc_postcombbw.jpg]
Merger Consideration
Under the Business Combination Agreement, Seven Oaks has agreed to acquire all of the outstanding equity interests of Boxed for approximately $550.0 million in aggregate consideration. Boxed stockholders will receive consideration in the form of shares of common stock of New Boxed.
Concurrently with the merger of Merger Sub with and into Boxed, each share of Class B common stock of Seven Oaks will be converted into one share of Class A common stock of Seven Oaks.
At the Effective Time, each share of Boxed Series A preferred stock, Boxed Series B preferred stock, Boxed Series C preferred stock, Boxed Series D preferred stock, and Boxed Series E preferred stock and Boxed common stock shall be converted into the right to receive the applicable Per Share Merger Consideration, which will be in the form of common stock of New Boxed. The consummation of the Business Combination is conditioned upon, among other things, Seven Oaks satisfying the Minimum Cash Condition (though this condition may be waived by Boxed).
At the Effective Time, each outstanding option to purchase shares of Boxed common stock that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Boxed and will be converted into an option to acquire shares of New Boxed common stock with the same terms and conditions as applied to the Boxed option immediately prior to the Effective Time subject to any changes by reason of the Business Combination; provided, that the number of shares underlying such New Boxed option will be determined by multiplying the number of shares of Boxed common stock subject to such Boxed option immediately prior to the Effective Time, by the ratio determined by dividing the Per Share Merger Consideration Value by $10.00, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Boxed option will be determined by dividing the exercise price per share of Boxed common stock applicable to such Boxed option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent.
Immediately prior to the Effective Time, each warrant to purchase shares of Boxed’s capital stock that is issued and outstanding will be exercised in full on a cash or cashless basis or terminated without exercise.
 
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Immediately following consummation of the Business Combination, Boxed’s current stockholders will have approximately 62% of the voting interest under the no redemption scenario and approximately 80% under the maximum redemption scenario.
The Private Placements
Seven Oaks entered into subscription agreements (the “PIPE Subscription Agreements”), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 3.25 million shares of Class A common stock for $10.00 per share, which includes an aggregate of 100,000 shares of Seven Oaks Class A common stock for $10.00 per share to be issued to certain members of Seven Oaks’ and Boxed’s management teams. Seven Oaks also entered into subscription agreements (the “Convertible Note Subscription Agreements” and, together with the PIPE Subscription Agreements, the “Private Placements”), each dated as of June 13, 2021, with certain institutional and other investors, pursuant to which, among other things, Seven Oaks agreed to issue and sell, in Private Placements to close immediately prior to the closing of the Business Combination, an aggregate of $87.5 million of principal amount of convertible notes. The convertible notes will be convertible for shares of common stock of New Boxed at a conversion price of $12.00 per share in accordance with the terms thereof and will bear interest at a rate of 7.00% per annum, paid-in-kind or in cash at the option of Seven Oaks and accruing semi-annually.
The Private Placements are expected to close immediately prior to the consummation of the Business Combination. The closing of the Private Placements is subject to, among other things, the satisfaction of the Minimum Cash Condition.
Ancillary Agreements Related to the Business Combination
Sponsor Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Boxed and JonesTrading Institutional Services LLC (“JonesTrading”) and Jones & Associates, Inc. (“Jones”), pursuant to which the Sponsor and Jones agreed, among other things, to vote all shares of Seven Oaks common stock beneficially owned by them to advance the Business Combination at the Special Meeting. The Sponsor Agreement provides that neither the Sponsor nor Jones will redeem any shares of Seven Oaks common stock and they will take all actions necessary to opt out of any class in any class action relating to the negotiation, execution or delivery of the Sponsor Agreement, the Business Combination Agreement or the consummation any transactions contemplated thereby. The Sponsor and Jones also agreed that, at the Closing, 30% of the Seven Oaks Class B common stock held by such parties (the “Earnout Shares”) will be subject to vesting and forfeiture provisions within five (5) years of the closing of the Business Combination, which require meeting certain average per share trading prices.
Amended and Restated Registration Rights Agreement
At the Closing, New Boxed, the Initial Stockholders and certain Boxed stockholders will enter into the Amended and Restated Registration Rights Agreement. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, New Boxed will be obligated to file a registration statement to register the resale of certain securities of the New Boxed held by such holders. In addition, such holders may demand at any time, or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $50.0 million. The Amended and Restated Registration Rights Agreement will also provide such holders with “piggy-back” registration rights.
CEO Employment Agreement
In connection with the execution of the Business Combination Agreement, the Company entered into a binding term sheet with Chieh Huang, providing that the parties thereto would cooperate in good faith to draft and enter into a standard employment agreement reflecting the terms contained therein. In accordance with such term sheet, we have entered into a new employment agreement with Mr. Huang, which provides for the following key terms of Mr. Huang's employment: (i) position and duties, (ii) term of
 
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employment, (iii) cash compensation, (iv) long-term equity incentives, (v) termination rights and restrictions, (vi) restrictive covenants and (vii) change of control and severance provisions. For additional information regarding Mr. Huang’s employment agreement, see “— Boxed’s Executive and Director Compensation — Executive Compensation Arrangements — Chieh Huang.”
Special Meeting of Seven Oaks Stockholders and the Proposals
The Special Meeting will convene on                  , 2021 at                   a.m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of Seven Oaks Stockholders entitled to vote at the Special Meeting by visiting                   and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal.
Approval of the Condition Precedent Proposals is a condition to the obligation of Seven Oaks to complete the Business Combination.
Only holders of record of issued and outstanding Seven Oaks Shares as of the close of business on October 26, 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of Seven Oaks Shares that you owned as of the close of business on that record date.
A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding Seven Oaks Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.
Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the Organizational Documents Proposal requires the affirmative vote of a majority of the outstanding Seven Oaks Shares, voting together as a single class. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.
Approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Broker non-votes have no effect on the outcome of the proposal but, for purposes of Nasdaq rules, abstentions will have the same effect as votes “AGAINST” this proposal.
Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Broker non-votes have no effect on the outcome of the proposal but, for purposes of Nasdaq rules, abstentions will have the same effect as votes “AGAINST” this proposal.
Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Broker non-votes have no effect
 
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on the outcome of the proposal but, for purposes of Nasdaq rules, abstentions will have the same effect as votes “AGAINST” this proposal.
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Seven Oaks Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Recommendation of the Seven Oaks Board
The Seven Oaks Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the Seven Oaks Stockholders and recommends that the Seven Oaks Stockholders adopt the Business Combination Agreement and approve the Business Combination. The Seven Oaks Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.
The Seven Oaks Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the Advisory Organizational Documents Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and the approval of the Adjournment Proposal.
For more information about the Seven Oaks Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and Seven Oaks Board Recommendation” beginning on page 85 and “The Business Combination Proposal — Seven Oaks’ Board of Directors’ Reasons for Approval of the Business Combination” beginning on page 96.
Seven Oaks’ Board of Directors’ Reasons for Approval of the Business Combination
After careful consideration, the Seven Oaks Board recommends that its stockholders vote “FOR” the approval of the Business Combination Proposal. The methods of review by the Seven Oaks Board include, but were not limited to, the following:

research on comparable public companies;

research on comparable transactions within the retail e-commerce and online grocery sector;

market feasibility assessment conducted by a leading management consulting firm that reviewed Boxed addressable market, competitiveness of Boxed offerings, evaluated Boxed retail business, and tested market penetration assumptions in support of Seven Oaks financial analysis;

extensive analysis of Boxed retention and customer lifetime value metrics and the direct impact increased marketing spend and product expansion could have on new and current customer cohorts;

detailed technology assessment of Boxed Retail and Boxed Software & Services businesses by a global professional service firm to validate the underlying technology and feasibility of offerings;

customer interview with Boxed’s largest Enterprise technology customer to understand customer satisfaction and long-term business relationship;

reviewed third party customer insights and branding survey;

site visits to Boxed fulfillment center;

environmental assessment on fulfillment centers;

financial and valuation analysis of Boxed and the Business Combination;

Boxed’s audited and unaudited financial statements; and

financial projections provided by Boxed’s management team.
In the course of its deliberations, the Seven Oaks Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:
 
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potential inability to complete the merger;

potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected time frame;

public stockholders could vote against the deal or exercise their redemption rights;

Seven Oaks’ management and directors may have different interests in the Business Combination than the public stockholders; and

the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the Closing.
For a more complete description of the Seven Oaks Board’s reasons for the approval of the Business Combination, including other factors and risks considered, see the section of this proxy statement/prospectus entitled “Seven Oaks’ Board of Directors’ Reasons for the Approval of the Business Combination.”
Regulatory Approvals
The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act. The waiting period expired on July 28, 2021.
Conditions to the Completion of the Business Combination
The Business Combination is subject to customary Closing conditions, including (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act, (ii) no governmental order prohibits the Closing, (iii) the required stockholder approval of stockholders of Seven Oaks shall have been obtained for the Business Combination, (iv) the required stockholder approval of stockholders of Boxed shall have been obtained for the Business Combination, and (v) the New Boxed common stock to be issued in connection with the Business Combination shall have been approved for listing on NYSE. The obligations of Boxed to complete the Business Combination are further conditioned on, in addition to the above-identified conditions, (i) the representations and warranties of Seven Oaks, Merger Sub and Merger Sub II contained in the Business Combination Agreement shall be true and correct, (ii) the covenants and agreements of Seven Oaks, Merger Sub and Merger Sub II shall have been performed, and (iii) satisfaction of the Minimum Cash Condition by Seven Oaks. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.
Termination
Mutual Termination Rights
The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:

by written consent of Seven Oaks and Boxed;

by Boxed or Seven Oaks if the First Effective Time (as defined in the Business Combination Agreement) has not occurred by the Termination Date (provided that this termination right will not be available to any party whose breach of the Business Combination Agreement primarily causes or results in the failure of the Business Combination to be consummated by such time);

by Boxed or Seven Oaks if there shall be in effect any (1) law in any jurisdiction of competent authority or (2) governmental order issued, promulgated, made, rendered or entered into which has become final and nonappealable and permanently restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Business Combination (however, the right to terminate the Business Combination Agreement pursuant to this bullet shall not be available to a party if such party has failed to use its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift such order, as applicable); or

by Boxed or Seven Oaks if the required approval of Seven Oaks Stockholders is not obtained at the Special Meeting (subject to any adjournment or recess of the Special Meeting).
 
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Termination Rights of Boxed
In addition to the above-identified mutual termination rights, the Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned by Boxed under certain circumstances, including:

prior to the Closing, by written notice to Seven Oaks from Boxed if there is any breach or failure to perform of any representation, warranty, covenant or agreement on the part of Seven Oaks, Merger Sub or Merger Sub II set forth in the Business Combination Agreement, such that the conditions described in the first three bullet points under the heading “Conditions to Closing; Additional Conditions to the Obligations of Boxed” set forth below would not be satisfied at the Closing (a “terminating Seven Oaks breach”), except that, if any such terminating Seven Oaks breach is curable by Seven Oaks, Merger Sub or Merger Sub II, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Boxed provides written notice of such violation or breach and the Termination Date) after receipt by Seven Oaks of notice from Boxed of such breach (the “Seven Oaks cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Seven Oaks breach is not cured within the Seven Oaks cure period.
Termination Rights of Seven Oaks
In addition to the above-identified mutual termination rights, the Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned by Seven Oaks under certain circumstances, including:

prior to the Closing, by written notice to Boxed from Seven Oaks if there is any breach or failure to perform of any representation, warranty, covenant or agreement on the part of Boxed set forth in the Business Combination Agreement, such that the conditions described in the bullet points under the heading “Conditions to Closing; Additional Conditions to the Obligations of Seven Oaks” set forth below would not be satisfied at the Closing (a “terminating Boxed breach”), except that, if such terminating Boxed breach is curable by Boxed, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Seven Oaks provides written notice of such violation or breach and the Termination Date) after receipt by Boxed of notice from Seven Oaks of such breach (the “Boxed cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Boxed breach is not cured within the Boxed cure period.
Redemption Rights
Pursuant to the Current Charter, a public stockholder may request that Seven Oaks redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to     p.m., New York City time, on         , 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the transfer agent that Seven Oaks redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, Seven Oaks’ transfer agent, Seven Oaks will redeem such public shares upon the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
 
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calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Seven Oaks to pay its taxes, divided by the number of then issued and outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Holders of our warrants will not have redemption rights with respect to the warrants.
No Delaware Appraisal Rights
Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to Seven Oaks Stockholders or warrant holders in connection with the Business Combination.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Seven Oaks has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later- dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.”
Interests of Seven Oaks’ Directors and Officers in the Business Combination
When you consider the recommendation of the Seven Oaks Board in favor of approval of the Business Combination Proposal, you should keep in mind that Seven Oaks’ Initial Stockholders have interests in such proposal that are different from, or in addition to those of Seven Oaks Stockholders and warrant holders generally. You should be aware that the interests set forth in more detail below present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders — as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. These interests include, among other things, the interests listed below:

If we are unable to complete our initial business combination by December 22, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Seven Oaks Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Founder Shares, so those shares will be worthless if we do not complete a business combination by December 22, 2022. Pursuant to the Sponsor Agreement, 30% of the Founder Shares are also subject to certain vesting conditions during the time period between the closing date and the five-year anniversary of the completion of the Business Combination and such shares may be forfeited unless the reported price of Seven Oaks’ common stock reaches certain milestones. Our Initial Stockholders purchased the Founder Shares prior to the Initial Public Offering for an aggregate purchase price of $25,000. Upon the Closing, such Founder Shares will convert into 6,468,750 shares of New Boxed common stock. The vested Founder Shares would have an aggregate market value of approximately $      
 
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based on the closing price for Seven Oaks Class A common stock on Nasdaq of $       on        , 2021 and $       based on an implied transaction price of $10.00 per share.

Simultaneously with the Closing of the Initial Public Offering, we consummated the sale of 5,587,500 Private Placement Warrants at a price of $1.00 per warrant in a private placement to our Sponsor. The warrants are each exercisable commencing the later of 30 days following the Closing and 12 months from the closing of the Initial Public Offering, which occurred on December 22, 2020, for one share of Seven Oaks Class A common stock at $11.50 per share. If we do not consummate a business combination transaction by December 22, 2022, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor will be worthless. The warrants held by the Initial Stockholders have an aggregate market value of approximately $  million based upon the closing price of $  per warrant on Nasdaq on  .

Gary Matthews, our chief executive officer and a member of the Seven Oaks Board, and Andrew Pearson, our chief financial officer, are expected to serve as directors of New Boxed after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Boxed Board determines to pay to its directors and/or officers.

Our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Seven Oaks fails to complete a business combination by December 22, 2022.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Following the Closing, our Sponsor will be entitled to the repayment of any working capital loan and advances that have been made to Seven Oaks and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Seven Oaks from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.
The existence of financial and personal interests of the Seven Oaks directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for Seven Oaks and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of Seven Oaks’ Directors and Officers in the Business Combination” for a further discussion of this and other risks.
Stock Exchange Listing
Seven Oaks’ units, Class A common stock and public warrants are publicly traded on Nasdaq under the symbols “SVOKU”, “SVOK” and “SVOKW”, respectively. Seven Oaks intends to apply to list the New Boxed common stock and public warrants on NYSE under the symbols “BOXD” and “BOXD WS”,
 
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respectively, upon the Closing of the Business Combination. New Boxed will not have units traded following the Closing of the Business Combination.
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the transactions contemplated by the Business Combination Agreement. Where actual amounts are not known or knowable, the figures below represent Boxed’s good faith estimate of such amounts.
(in millions)
Assuming No
Redemption
Assuming Maximum
Redemption
Sources
Proceeds from Trust Account
$ 258.8 $ 60.0
Private Placement of Common Stock
32.5 32.5
Private Placement of Convertible Senior Notes
87.5 87.5
Sellers’ Equity
550.0 550.0
Seven Oaks’ Founder Shares(1)
45.3 45.3
Total Sources
$ 974.1 $ 775.3
Uses
Sellers’ Equity
$ 550.0 $ 550.0
Cash to New Boxed’s Balance Sheet
332.4 133.6
Seven Oaks’ Founder Shares(1)
45.3 45.3
Estimated Transaction Fees and Expenses
46.4 46.4
Total Uses
$ 974.1 $ 775.3
(1)
Excludes 1,940,625 shares of New Boxed common stock that will be outstanding following the Closing but will remain subject to price-based performance vesting terms as described in the Sponsor Letter Agreement.
Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Seven Oaks will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Boxed issuing stock for the net assets of Seven Oaks, accompanied by a recapitalization. The net assets of Seven Oaks will be stated at historical cost, with no goodwill or other intangible assets recorded.
Boxed has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Boxed’s stockholders will have majority of the voting power under both the no redemption and maximum redemption scenarios described below;

Boxed will appoint the majority of the New Boxed Board;

Boxed’s existing management will comprise the management of New Boxed;

Boxed’s operations will comprise the ongoing operations of New Boxed;

Boxed is the larger entity based on historical revenues and business operations; and

New Boxed will assume Boxed’s name and will assume Boxed’s headquarters.
The preponderance of evidence as described above is indicative that Boxed is the accounting acquirer in the Business Combination.
 
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Summary of Risk Factors
In evaluating the proposals to be presented at the Special Meeting, a Seven Oaks Stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
Some of the risks related Boxed’s business and industry are summarized below. References in the summary below to “we”, “us”, “our” and “the Company” generally refer to Boxed in the present tense or New Boxed from and after the Business Combination.

If Boxed fails to acquire new customers and retain existing customers, or fails to do so in a cost-effective manner, Boxed may be unable to increase net revenue, improve gross margins or achieve or sustain profitability.

Boxed has a history of operating losses and may never be able to achieve or maintain profitability.

Failure to effectively develop and expand our marketing and sales capabilities could harm Boxed’s ability to increase its customer base and achieve broader market acceptance of our platform.

Boxed operates in a rapidly evolving market and faces intense competition, especially from larger and more established companies. Boxed may lack sufficient financial or other resources to maintain or improve its competitive position.

The growth and performance of Boxed’s business depends on its ability to accurately predict consumer trends and seasonality, successfully introduce new products, improve existing products, attract vendors to list such products and expand Boxed’s offerings to respond to its users’ and vendors’ changing needs.

Boxed only recently launched our Software & Services business and has limited experience in successfully delivering such services to customers or in marketing the offering to a broader customer set. Boxed’s results of operations and future revenue prospects will be harmed if Boxed is unable to increase the adoption of its offerings.

The performance of Boxed’s business may be adversely affected by changes in the nature in which businesses are operated following the COVID-19 pandemic and by the timing and long-term approach toward the return to traditional workplaces and work schedules.

If Boxed fails to develop and successfully introduce new Software & Services offerings, or fails to maintain existing products and services that are significant to its retail partners, or if Boxed is unable to anticipate and respond to rapid changes in technology or industry trends, Boxed’s business, growth expectations, and financial condition may be materially and adversely affected.

Boxed may be unable to source additional, or strengthen our existing relationships with, vendors. In addition, the loss of any of Boxed’s key vendors would negatively impact our business.

Boxed may be unable to sustain or improve its customer loyalty offerings, which could lead to reduced customer engagement and retention, and adversely affect its business, financial condition and results of operations and rate of growth.

Food safety, quality, and health concerns could affect Boxed’s business.

If Boxed does not successfully optimize, operate and manage the expansion of the capacity of its fulfillment centers, or if Boxed loses access to one or more of its fulfillment centers, Boxed’s business, financial condition, and results of operations could be harmed.

Packaging and shipping products are critical parts of Boxed’s business and any changes in, or disruptions to, Boxed’s packaging and shipping vendor arrangements could adversely affect its business, financial condition, and results of operations.

Boxed’s business depends on network and mobile infrastructure, its third-party data center hosting facilities, other third-party providers, and Boxed’s ability to maintain and scale our technology. Any significant interruptions or delays in service on its website or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss
 
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of customers or vendors. A failure to adequately resolve such defects and implement new systems could harm Boxed’s business and adversely affect our results of operations.

Boxed is subject to risks related to online transactions and payment methods.

Boxed relies on the performance of members of management and highly skilled personnel, and if Boxed is unable to attract, develop, motivate and retain well-qualified employees, including due to evolving labor dynamics, Boxed’s business could be harmed.

Boxed may be unable to adequately protect its brand and its other intellectual property rights. Additionally, Boxed may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of Boxed management’s efforts and attention.

The Convertible Notes to be issued and outstanding after consummation of the Business Combination may impact Boxed’s financial results, result in the dilution of New Boxed’s stockholders, create downward pressure on the price of New Boxed common stock, and restrict New Boxed’s ability to raise additional capital or take advantage of future opportunities.

Boxed is subject to extensive governmental regulation and Boxed may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and its failure to comply may result in enforcements, recalls, and other adverse actions.

Actual or perceived failures to comply with federal, state and international laws and regulations, Boxed’s contractual obligations, or standards and other requirements relating to privacy, data protection and consumer protection could adversely affect our business and financial condition, including by causing damage to Boxed’s reputation with customers and retail partners, or resulting in our incurring substantial additional costs or becoming subject to litigation.

Boxed has identified material weaknesses in its internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of Boxed’s consolidated financial statements or cause Boxed to fail to meet its periodic reporting obligations or cause its access to the capital markets to be impaired.

Operating as a public company will require New Boxed to incur substantial costs and will require substantial management attention. In addition, the Boxed management team has limited experience managing a public company and the requirements of being a public company may strain New Boxed’s resources, divert management’s attention and affect its ability to attract and retain additional executive management and qualified board members.

New Boxed may need to raise additional capital in the future to execute its business plan following the Business Combination and related transactions, which may not be available on terms acceptable to New Boxed, or at all.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Boxed’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
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We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing of Seven Oaks’ Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF SEVEN OAKS
Seven Oaks is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.
Seven Oaks’ statement of operations data for the period from September 23, 2020 (inception) through December 31, 2020 and balance sheet data as of December 31, 2020 are derived from Seven Oaks’ audited financial statements included elsewhere in this proxy statement/prospectus. Seven Oaks’ statement of operations data and balance sheet data as of and for the six months ended June 30, 2021 are derived from Seven Oaks’ unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus.
This information should be read in conjunction with Seven Oaks’ financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seven Oaks” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Seven Oaks.
Statement of Operations Data
Period from
September 23, 2020
Six Months Ended
June 30, 2021
(Inception) through
December 31, 2020
General and administrative expenses
$ 2,033,014 84,565
General and administrative expenses – related party
120,000 20,000
Franchise tax expenses
71,721 54,695
Loss from operations
(2,224,735) (159,260)
Financing costs – derivative warrant liabilities
(168,086)
Change in fair value of derivative warrant liabilities
555,755 (3,890,255)
Income (loss) from investments held in Trust Account
51,542 (142)
Net income
$ (1,617,438) (4,217,743)
Weighted average shares outstanding of common stock subject to possible
redemption, basic and diluted
23,597,451 25,571,831
Basic and diluted net income per share, common stock subject to possible
redemption
$
Weighted average shares outstanding of common stock – non-redeemable,
basic and diluted
8,746,299
5,767,811
Basic and diluted net income (loss) per share, common stock – non-redeemable
$
(0.18)
(0.73)
Balance Sheet Data
June 30,
2021
December 31,
2020
Total assets
$ 260,319,739 $ 261,273,723
Total liabilities
$ 23,289,058 $ 22,625,604
Class A common stock subject to possible redemptions
$ 232,030,680 $ 233,648,110
Total stockholders’ equity
$ 5,000,001 $ 5,000,009
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF BOXED
The following table sets forth summary historical financial information of Boxed for the periods and as of the dates indicated. The summary historical financial information of Boxed as of and for the years ended December 31, 2020, 2019, and 2018 was derived from the audited historical financial statements of Boxed included elsewhere in this proxy statement/prospectus. The summary historical interim financial information of Boxed as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 was derived from the unaudited condensed consolidated financial statements of Boxed included elsewhere in this proxy statement/prospectus and has been prepared on a consistent basis as the audited consolidated financial statements. In the opinion of Boxed’s management, the interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the financial statement information in those statements.
The following summary historical financial information should be read together with Boxed’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Boxed” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Boxed’s financial statements and the related notes. Boxed’s historical results are not necessarily indicative of the results that may be expected in the future, and Boxed’s results as of and for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period.
Six Months Ended June 30,
Year Ended December 31,
2021
2020
2020
2019
2018
(in thousands except for share and per share data)
Consolidated Statement of Operation Data:
Net revenue
$ 83,208 $ 103,066 $ 187,174 $ 173,993 $ 140,236
Cost of sales
(73,160) (90,146) (161,271) (164,091) (133,524)
Gross profit
10,048 12,920 25,903 9,902 6,712
Advertising expense
(9,445) (1,207) (4,912) (20,703) (12,218)
Selling, general, and administrative expense
(26,046) (26,384) (49,678) (54,892) (44,724)
Loss of operations
(25,443) (14,671) (28,687) (65,693) (50,230)
Other income (expense), net
1,070 (4,795) (5,750) 291 (96)
Loss before income taxes
(24,373) (19,466) (34,437) (65,402) (50,326)
Provision for income taxes
Net loss
$ (24,373) $ (19,466) $ (34,437) $ (65,402) $ (50,326)
Net loss per common share attributable to
common stockholders – basic and
diluted
$ (2.32) $ (1.93) $ (3.61) $ (6.83) $ (5.10)
Weighted average common shares used to
compute net loss per share attributable
to common stockholders – basic and
diluted
9,925,159 9,834,428 9,842,737 9,750,682 9,695,257
 
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As of June 30,
2021
As of December 31,
2020
2019
(in thousands)
Consolidated Balance Sheet Data:
Cash
$ 13,241 $ 30,043 $ 12,890
Total assets
42,514 59,665 47,920
Total liabilities
49,186 42,906 40,678
Total convertible preferred stock
323,868 325,201 282,185
Total stockholders’ deficit
(330,540) (308,442) (274,943)
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Transactions (as defined in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” included in this proxy statement/prospectus). Under both the no redemptions and the maximum redemptions scenario, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Seven Oaks will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Boxed issuing stock for the net assets of Seven Oaks, accompanied by a recapitalization. The net assets of Seven Oaks will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2021 gives pro forma effect to the Business Combination as if it had occurred on June 30, 2021. The summary unaudited pro forma condensed combined statements of operations data for the six months ended June 30, 2021 and the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2020.
The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of Seven Oaks appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The pro forma financial statements are based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of Seven Oaks and Boxed for the applicable periods included in this proxy statement/prospectus.
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical balance sheet of Seven Oaks and the historical balance sheet of Boxed on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the historical statements of operations of Seven Oaks and Boxed for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 combines the historical statements of operations of Seven Oaks and Boxed for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2020:

Merger Sub will merge with and into Boxed, with Boxed surviving the merger as a wholly owned subsidiary of Seven Oaks, and immediately following such merger, Boxed will merge with and into Merger Sub II, with Merger Sub II surviving the merger, changing its name to “Boxed, LLC”, as a wholly-owned subsidiary of Seven Oaks, which will change its name to “Boxed, Inc.”;

The value of the aggregate equity consideration to be paid to Boxed’s equityholders in the Business Combination will be equal to $550,000,000. At the Closing, each outstanding share of common stock and preferred stock of Boxed will be cancelled and converted into the right to receive a number of shares of New Boxed common stock equal to the product determined by multiplying each outstanding share of Boxed capital stock by the Exchange Ratio, which product shall be rounded down to the nearest whole share. Current Boxed equityholders will receive an aggregate of 55,000,000 shares of New Boxed common stock on a fully diluted, net exercise basis;

At the Closing, each option to purchase Boxed common stock, whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of New Boxed common stock in the manner set forth in the Business Combination Agreement.

The 6,468,750 shares of Seven Oaks Class B common stock will convert at the Closing to an equal number of shares of New Boxed common stock. Of those shares, 4,528,125 will be fully vested at the Closing, and 1,940,625 will be subject to certain vesting conditions during the time period between the Closing Date and the five-year anniversary of the Closing Date (“Earnout Period”), as outlined below. The shares subject to vesting will be considered outstanding for legal purposes prior the
 
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achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved, as described below:

50% of the unvested shares shall vest (and shall thereafter no longer be subject to forfeiture) upon the occurrence of Triggering Event I. “Triggering Event I” means the date, prior to the expiration of the Earnout Period, on which the New Boxed’s common stock’s last sale price on NYSE as reported by Bloomberg is greater than $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30)-trading day period commencing after the Closing Date;

50% of the unvested shares shall vest (and shall thereafter no longer be subject to forfeiture) upon the occurrence of Triggering Event II. “Triggering Event II” means the date, prior to the expiration of the Earnout Period, on which the New Boxed’s common stock’s last sale price on NYSE as reported by Bloomberg is greater than $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30)-trading day period commencing after the Closing Date;

The PIPE Investors have agreed to purchase immediately prior to the Closing 3,250,000 newly issued shares of Seven Oaks Class A common stock for an aggregate purchase price equal to $32.5 million, contingent upon, among other things, the Closing; and

The Convertible Note Investors have agreed to purchase immediately prior to the Closing $87,500,000 in principal amount of newly issued convertible notes from Seven Oaks which may, at any time, be converted at the option of the holder for shares of New Boxed common stock at a conversion price of $12.00 per share in accordance with the terms thereof and will bear interest at a rate of 7.00% per annum, paid-in-kind or in cash at the option of New Boxed and accruing semi-annually. Such purchase is contingent upon, among other things, the Closing.
The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what Boxed’s and Seven Oaks’ financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of New Boxed.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:

Assuming No Redemptions:   This scenario assumes that no Public Stockholders of Seven Oaks exercise redemption rights with respect to their Public Shares.

Assuming Maximum Redemptions:   This scenario assumes that Public Stockholders holding 19,875,000 Public Shares will exercise their redemption rights for approximately $198.8 million of funds in the Trust Account, which is the maximum amount of redemptions while still satisfying the condition to the consummation of the Business Combination that Seven Oaks has funds at the closing of the Business Combination of at least $175.0 million (assuming Seven Oaks Transaction Expenses of $5.0 million).
 
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(in thousands, except for per share information)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data Six Months Ended June 30, 2021
Net revenue
$ 83,208 $ 83,208
Basic and diluted net loss per common share
$ (0.34) $ (0.44)
Weighted average shares outstanding, basic and diluted
88,653,125 68,778,125
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data Year Ended December 31, 2020
Net revenue
$ 187,174 $ 187,174
Basic and diluted net loss per common share
$ (0.70) $ (0.90)
Weighted average shares outstanding, basic and diluted
88,653,125 68,778,125
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of
June 30, 2021
Total assets
$ 376,425 $ 177,675
Total liabilities
$ 166,258 $ 166,258
Total shareholders’ equity
$ 210,167 $ 11,417
 
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COMPARATIVE PER SHARE DATA
The following table sets forth selected historical comparative unit and share information for Seven Oaks and Boxed, respectively, and unaudited pro forma condensed combined per share information of Seven Oaks after giving effect to the Business Combination, assuming two redemption scenarios as follows:

Assuming No Redemptions:   This scenario assumes that none of the Seven Oaks Stockholders exercise redemption rights with respect to their Public Shares.

Assuming Maximum Redemptions:   This scenario assumes that Seven Oaks’ public stockholders holding 19,875,000 Public Shares exercise their redemption rights, which is the maximum amount of redemptions while still satisfying the Minimum Cash Condition of $175.0 million (assuming Seven Oaks Transaction Expenses of $5.0 million).
The pro forma book value, weighted average shares outstanding, and net earnings per share information reflects the Business Combination, assuming the shares of New Boxed were outstanding since January 1, 2020.
This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the audited and unaudited historical financial statements of Seven Oaks and Boxed and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Seven Oaks and Boxed pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Seven Oaks and Boxed would have been had the companies been combined during the period presented.
Historical
Pro Forma Combined
Equivalent Pro Forma Combined(3)
Giddy Inc. d/b/a
Boxed
Seven Oaks
Acquisition Corp.
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Assuming No
Redemptions
Assuming
Maximum
Redemptions
As of and for the Six Months Ended June 30, 2021
Book value per share, basic and diluted(1)
$ (33.27) $ 0.55 $ 2.37 $ 0.17 $ 2.27 $ 0.16
Net loss per share, basic
and diluted(2)
$ (2.32)
Net loss per share,
common stock subject
to possible redemption
, basic and diluted(2)
$
Net income per share,
common stock – non-
redeemable, basic and
diluted(2)
$ (0.18) $ (0.34) $ (0.44) $ (0.34) $ (0.44)
(1)
Book value per common share is calculated as total equity divided by:

Common shares outstanding at June 30, 2021 for Boxed and Seven Oaks; and

Common shares outstanding at June 30, 2021 for the pro forma information.
(2)
Net (income) loss per common share is based on:
 
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Weighted average number of common shares outstanding for the six months ended June 30, 2021 for Boxed and Seven Oaks; and

Weighted average number of common shares outstanding for the six months ended June 30, 2021 for the pro forma information.
(3)
Equivalent pro forma book value is equal to pro forma book value multiplied by the Exchange Ratio as of June 30, 2021 (0.9569)
Historical
Pro Forma Combined
Equivalent Pro Forma Combined
Giddy Inc. d/b/a
Boxed
Seven Oaks
Acquisition Corp.
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Assuming No
Redemptions
Assuming
Maximum
Redemptions
As of and for the Year Ended
December 31, 2020
Book value per share, basic and diluted(1)
$ (31.19) $ 0.56 $ 2.37 $ 0.17 $ 2.27 $ 0.16
Net loss per share, basic and diluted(2)
$ (3.61)
Net loss per share,
common stock subject
to possible redemption,
basic and diluted(2)
$
Net loss per share, common stock – non-redeemable, basic and diluted(2)
$ (0.73) $ (0.70) $ (0.90) $ (0.70) $ (0.90)
(1)
Book value per common share is calculated as total equity divided by:

Common shares outstanding at December 31, 2020 for Boxed and Seven Oaks; and

Common shares outstanding at December 31, 2020 for the pro forma information.
(2)
Net loss per common share is based on:

Weighted average number of common shares outstanding for the year ended December 31, 2020 for Boxed and Seven Oaks; and

Weighted average number of common shares outstanding for the year ended December 31, 2020 for the pro forma information.
(3)
Equivalent pro forma book value is equal to pro forma book value multiplied by the Exchange Ratio as of June 30, 2021 (0.9569)
 
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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION
Seven Oaks
Market Price and Ticker Symbol
Seven Oaks’ units, Class A common stock and public warrants are currently listed on Nasdaq under the symbols “SVOKU,” “SVOK,” and “SVOKW,” respectively.
The closing price of Seven Oaks’ units, Class A common stock and public warrants on June 11, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.25, $9.81 and $1.00, respectively. As of October 26, 2021, the record date for the Special Meeting, the closing price for each unit, Class A common stock and public warrant was $    , $      and $     , respectively.
Holders
There is one (1) holder of record of our units, one (1) holder of record of Seven Oaks Class A common stock, two (2) holders of record of Seven Oaks Class B common stock and one (1) holder of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Seven Oaks Class A common stock and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
Seven Oaks has not paid any cash dividends on Seven Oaks common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Boxed’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the New Boxed Board at such time.
Boxed
There is no public market for shares of Boxed’s securities. For information regarding Boxed’s liquidity and capital resources, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Boxed — Liquidity and Capital Resources.”
 
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RISK FACTORS
Risks Relating to Seven Oaks and the Business Combination
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Seven Oaks prior to the consummation of the Business Combination and to the business of New Boxed and its subsidiaries following the consummation of the Business Combination. We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this proxy statement prospectus, including our consolidated financial statements and related notes.
Directors and officers of Seven Oaks have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.
When considering the Seven Oaks Board’s recommendation that its stockholders vote in favor of the approval of the Business Combination, Seven Oaks Stockholders should be aware that directors and officers of Seven Oaks have interests in the Business Combination that may be different from, or in addition to, the interests of Seven Oaks Stockholders. These interests include:

If we are unable to complete our initial business combination by December 22, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Seven Oaks Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by December 22, 2022. Our Initial Stockholders purchased the Founder Shares prior to the Initial Public Offering for an aggregate purchase price of $25,000. In addition, given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the units sold in the Initial Public Offering and the substantial number of shares of Class A common stock that our Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the common stock of the combined company trades below the price initially paid for the units in the Initial Public Offering and the public stockholders experience a negative rate of return following the completion of the Business Combination. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the Founder Shares and the Private Placement Warrants, even if the trading price of the New Boxed common stock after the Closing is as low as $1.28 per share.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,587,500 Private Placement Warrants at a price of $1.00 per warrant in a private placement to our Sponsor. The warrants are each exercisable commencing the later of 30 days following the Closing and 12 months from the closing of the Initial Public Offering, which occurred on December 22, 2020, for one share of New Boxed common stock at $11.50 per share. If we do not consummate a business combination transaction by December 22, 2022, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor will be worthless. The warrants held by our Sponsor had an aggregate market value of approximately $    million based upon the closing price of $    per warrant on Nasdaq on   , 2021.

Our Sponsor, officers and directors will lose their entire investment of $5,612,500 in us if we do not complete a business combination by December 22, 2022. In addition, given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the units sold in the Initial Public Offering and the substantial number of shares of Class A common stock that
 
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our Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the common stock of the combined company trades below the price initially paid for the units in the Initial Public Offering and the public stockholders experience a negative rate of return following the completion of the Business Combination. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the Founder Shares and the Private Placement Warrants, even if the trading price of the New Boxed common stock after the Closing is as low as $1.28 per share. Certain of our officers and directors may continue to serve as officers and/or directors of New Boxed after the Closing. As such, in the future they will determine the compensation paid to New Boxed’s directors and/or officers.

Our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Seven Oaks fails to complete a business combination by December 22, 2022.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Following the Closing, our Sponsor will be entitled to the repayment of any working capital loan and advances that have been made to Seven Oaks and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Seven Oaks from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.
The foregoing interests, and those set forth in more detail below, present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders — as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. You should consider these interests when evaluating the Business Combination and the recommendation of the Seven Oaks Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the Seven Oaks Stockholders.
We have identified a material weakness and significant deficiency in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over
 
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financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
We identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our Initial Public Offering in December 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the affected periods.
To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents, and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the Warrants we issued in connection with the December 2020 initial public offering, see “Note 2 — Restatement of Previously Issued Financial Statements” to our accompanying consolidated financial statements.
Additionally, we previously recorded a portion of our Class A common stock subject to possible redemption, issued in connection with the Initial Public Offering, in permanent equity. In accordance with SEC Staff guidance on redeemable equity instruments, ASC 480-10-S99, “Distinguishing Liabilities from Equity”, and EITF Topic D-98, “Classification and Measurement of Redeemable Securities” and according to recent SEC Staff communications with certain independent auditors, redemption provisions not solely within the control of the issuing company require common stock subject to redemption to be classified outside of permanent equity, notwithstanding the presence of maximum redemption thresholds or charter provisions common in SPACs that provide a limitation on redemptions that would cause a SPAC’s net tangible assets to be less than $5,000,001. Although we did not specify a maximum redemption threshold, the Current Charter provides that Seven Oaks will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In light of the recent SEC Staff communications with certain independent auditors, our management re-evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2021. Based upon that evaluation, we concluded that the misclassification of the Class A common stock was quantitatively material to individual line items within the balance sheet but is not material to our reported financial position and is qualitatively immaterial to our financial statements. We further concluded that the misstatement was not indicative of a pervasive issue in the internal control of Seven Oaks, had no impact on Seven Oaks’ statement of cash flows, did not impact any other balance sheet line items other than total stockholders’ equity and Class A common stock subject to redemption, and was not disclosed in any other Exchange Act filings other than the balance sheet included in the prospectus for the Initial Public Offering and the Form 10-Qs for the periods ended March 31, 2021, and June 30, 2021 and the Form 10-K for the year ended December 31, 2020. Based upon the foregoing, and due to the industry-wide issues and related insufficient risk assessment of the underlying accounting for certain instruments, we concluded that the misclassification of the Class A common stock represents a significant deficiency.
Any failure to maintain effective internal control over financial reporting could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis . If we identify any new material weaknesses or significant deficiencies in the future, any such newly identified material weakness or significant deficiency could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such cases, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. If our financial statements
 
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are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness and significant deficiency identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.
Our public warrants are accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an adverse effect on the market price of our Seven Oaks Class A common stock or may make it more difficult for us to consummate an initial business combination.
We account for the public warrants as derivative warrant liabilities. At each reporting period (1) the accounting treatment of the public warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public warrants and Private Placement Warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Seven Oaks Class A common stock. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.
The SEC issued guidance on the application of warrant accounting guidance which required that our warrants be accounted for as liabilities rather than as equity and such requirement resulted in a restatement of our previously issued financial statements.
On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore we conducted a valuation of our warrants and restated our previously issued financial statements, which resulted in unanticipated costs and diversion of management resources and may result in potential loss of investor confidence. Although we have now completed the restatement, we cannot guarantee that we will have no further inquiries from the SEC or NYSE regarding our restated financial statements or matters relating thereto.
Any future inquiries from the SEC or NYSE as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself.
The restatement of our financial statements in May 2021 has subjected us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings.
As a result of the restatement of our financial statements, we have become subject to additional risks and uncertainties, including, among others, increased professional fees and expenses and time commitment that may be required to address matters related to the restatements, and scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in Seven Oaks’ reported financial
 
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information and could subject Seven Oaks to civil or criminal penalties or shareholder litigation. Seven Oaks could face monetary judgments, penalties or other sanctions that could have a material adverse effect on Seven Oaks’ business, financial condition and results of operations and could cause its stock price to decline.
Seven Oaks’ Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.
Our Initial Stockholders have agreed to vote their shares in favor of the Business Combination. The Initial Stockholders own 20% of our outstanding shares prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our Initial Stockholders had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.
The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Business Combination.
If the Business Combination or another business combination are not consummated by Seven Oaks within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Seven Oaks for services rendered or contracted for or products sold to Seven Oaks. If Seven Oaks consummates a business combination, including the Business Combination, on the other hand, Seven Oaks will be liable for all such claims. Neither Seven Oaks nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Seven Oaks. Please see the section entitled “Business of Seven Oaks — Liquidation if No Business Combination” for further information.
These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Business Combination and to continue to pursue such Business Combination. Each of Messrs. Matthews and Hauser has an indirect economic interest in the Founder Shares and Private Placement Warrants purchased by the Sponsor as a result of his or her membership interest in the Sponsor. In considering the recommendations of the Seven Oaks Board to vote for the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, the Seven Oaks Stockholders should consider these interests.
Warrants will become exercisable for New Boxed common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
Following the Business Combination, there will be 12,937,500 outstanding public warrants to purchase 12,937,500 shares of New Boxed common stock at an exercise price of $11.50 per share, which warrants will become exercisable commencing the later of 30 days following the Closing and 12 months from the closing of the Initial Public Offering, which occurred on December 22, 2020. In addition, there will be 5,587,500 Private Placement Warrants outstanding exercisable for 5,587,500 shares of New Boxed common stock at an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of New Boxed common stock will be issued, which will result in dilution to the holders of New Boxed common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Boxed common stock, the impact of which is increased as the value of our stock price increases.
We may amend the terms of the public warrants in a manner that may be adverse to holders of such warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of the public warrants could be increased, the public warrants could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be shortened and the number of shares of New Boxed common stock purchasable upon exercise of a public warrant could be decreased, all without any particular public warrantholder’s approval.
Our public warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms
 
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of the public warrants may be amended without the consent of any holder to cure any ambiguity, mistake (including to conform the warrant agreement to the description thereof herein) or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of such warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of New Boxed common stock purchasable upon exercise of a warrant. Our initial stockholders may purchase public warrants with the intention of reducing the number of public warrants outstanding or to vote such warrants on any matters submitted to warrantholders for approval, including amending the terms of the public warrants in a manner adverse to the interests of the registered holders of public warrants. While our initial stockholders have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for such transactions, there is no limit on the number of our public warrants that our Initial Stockholders may purchase and it is not currently known how many public warrants, if any, our Initial Stockholders may hold at any time during which the terms of the public warrants may be proposed to be amended.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
New Boxed will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of New Boxed common stock equals or exceeds $10.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we give notice of redemption. If and when the warrants become redeemable by New Boxed, New Boxed may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees, provided that, if the closing price of the New Boxed common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which New Boxed sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants much also be concurrently called for redemption on the same terms as the outstanding public warrants.
In addition, New Boxed may redeem your warrants after they become exercisable for a number of shares of New Boxed common stock determined based on the redemption date and the fair market value of New Boxed common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out- of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding.
While Seven Oak’s stock has not exceeded the $10.00 per share threshold at which public warrants would become redeemable since the announcement of the Business Combination, there is no assurance that the price of New Boxed common stock will not exceed the threshold. In the event the Company determined to redeem the public warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
 
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than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Company’s posting of the redemption notice to DTC.
The Seven Oaks Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.
The Seven Oaks Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination with Boxed. In analyzing the Business Combination, the Seven Oaks Board and management conducted due diligence on Boxed and researched the industry in which Boxed operates and concluded that the Business Combination was fair to and in the best interest of Seven Oaks and Seven Oaks Stockholders. Accordingly, investors will be relying solely on the judgment of the Seven Oaks Board in valuing Boxed’s business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Seven Oaks’ ability to consummate the Business Combination or adversely affect Seven Oaks’ liquidity following the consummation of the Business Combination.
Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for the outstanding warrants is $11.50 per share of New Boxed common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.
Our stockholders will experience immediate dilution as a consequence of the issuance of New Boxed common stock as consideration in the Business Combination and may experience significant additional dilution following the Business Combination.
Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, Seven Oaks’ Initial Stockholders and public stockholders will hold 32,343,750 shares of New Boxed common stock, or 38.2% of the outstanding common stock. Assuming that our public stockholders holding 19,875,000 public shares exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, Seven Oaks’ Initial Stockholders and public stockholders will hold 12,468,750 shares of New Boxed common stock, or 13.7% of the outstanding common stock.
There are currently outstanding an aggregate of 18,525,000 warrants to acquire Seven Oaks Class A common stock, which consist of 5,587,500 Private Placement Warrants held by Seven Oaks’ Initial Stockholders at the time of Seven Oaks’ Initial Public Offering and 12,937,500 public warrants. Each of Seven Oaks’ outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of the Initial Public Offering, which occurred on December 22, 2020, for one share of Seven Oaks Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of Seven Oaks Class A common stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 18,525,000 shares, with approximately $213,037,500 paid to us to exercise the warrants. There are also 11,641,041 in a no redemption scenario; 10,347,291 in a 50% redemption scenario and 9,653,541 in a maximum redemption scenario shares of New Boxed common stock that will be available for issuance under the Incentive Award Plan, and 2,328,208 in a no redemption scenario; 2,069,458 in a 50% redemption scenario and 1,930,708 in a maximum redemption scenario shares of New Boxed common stock that will be available for issuance under the ESPP. There are also up to 7,291,666 shares of New Boxed common stock that may be issued upon conversion of $87.5 million in convertible notes to be purchased pursuant to the Convertible Note Subscription Agreements.
 
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Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
Although Seven Oaks has conducted due diligence on New Boxed, Seven Oaks cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Seven Oaks’ or New Boxed’s control will not later arise. As a result, New Boxed may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New Boxed reports charges of this nature could contribute to negative market perceptions about New Boxed or its securities. In addition, charges of this nature may cause New Boxed to violate net worth or other covenants to which it may be subject. Accordingly, any Seven Oaks Stockholder who chooses to remain a stockholder of New Boxed following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Seven Oaks’ officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Seven Oaks’ securities prior to the Closing may decline. The market values of Seven Oaks’ securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Seven Oaks Stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Business Combination Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of Seven Oaks’ Class A common stock, the market value of New Boxed common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.
In addition, following the Business Combination, fluctuations in the price of New Boxed’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of New Boxed and trading in the shares of Seven Oaks’ Class A common stock has not been active. Accordingly, the valuation ascribed to New Boxed in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New Boxed securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and New Boxed securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of New Boxed’s securities may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

changes in the market’s expectations about New Boxed’s operating results;

success of competitors;

operating results failing to meet the expectations of securities analysts or investors in a particular period;
 
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changes in financial estimates and recommendations by securities analysts concerning New Boxed or the industry in which New Boxed operates in general;

operating and stock price performance of other companies that investors deem comparable to New Boxed;

ability to market new and enhanced products and services on a timely basis;

changes in laws and regulations affecting our business;

commencement of, or involvement in, litigation involving New Boxed;

changes in New Boxed’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of New Boxed common stock available for public sale;

any major change in the New Boxed Board or management;

sales of substantial amounts of New Boxed common stock by our or New Boxed’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and NYSE specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Boxed could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
New Boxed’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Boxed’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
There can be no assurance that New Boxed common stock issued in connection with the Business Combination will be approved for listing on NYSE following the Closing, or that New Boxed will be able to comply with the continued listing standards of NYSE.
New Boxed common stock and warrants are expected to be listed on NYSE following the Business Combination. New Boxed’s continued eligibility for listing may depend on the number of our shares that are redeemed in connection with the Business Combination. If, after the Business Combination, NYSE delists New Boxed common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

a limited availability of market quotations for our securities;

a determination that New Boxed common stock is a “penny stock,” which will require brokers trading in New Boxed common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Boxed common stock;

a limited amount of analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
 
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Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.
Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.
If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the Trust Account.
Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by        , New York City time, on        , 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.
The ability of Seven Oaks Stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their stock.
At the time we entered into the Business Combination Agreement and related agreements for the Business Combination, we did not know how many stockholders would exercise their redemption rights, and therefore we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Business Combination Agreement requires us to have at least $175.0 million of aggregate cash proceeds available from the Trust Account and the Private Placement, after giving effect to redemptions of public shares, if any, and the Seven Oaks Transaction Expenses. If a larger number of shares are submitted for redemption than we initially expected, we may need to restructure
 
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the transaction to reserve a greater portion of the cash in the Trust Account. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.
Seven Oaks’ directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Seven Oaks’ stockholders’ best interest.
In the period leading up to Closing, events may occur that, pursuant to the Business Combination Agreement, would require Seven Oaks to agree to amend the Business Combination Agreement, to consent to certain actions taken by Boxed or to waive rights that Seven Oaks is entitled to under, or conditions of, the Business Combination Agreement. Such events could arise because of changes in the course of Boxed’s business, a request by Boxed to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Boxed’s business and would entitle Seven Oaks to terminate the Business Combination Agreement. In any of such circumstances, it would be at Seven Oaks’ discretion, acting through the Seven Oaks Board, to grant its consent or waive those rights or conditions. The existence of the financial and personal interests of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Seven Oaks and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Seven Oaks does not believe there will be any material changes or waivers that Seven Oaks’ directors and officers would be likely to make after the mailing of this proxy statement/prospectus. While certain changes could be made without further shareholder approval, Seven Oaks will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Business Combination that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.
Unless an extension of the completion window is sought, if Seven Oaks is unable to complete the Business Combination or another initial business combination by December 22, 2022, Seven Oaks will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Seven Oaks Board, dissolving and liquidating. In such event, third parties may bring claims against Seven Oaks and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.
Under the terms of Seven Oaks’ current certificate of incorporation, Seven Oaks must complete a business combination before the end of the completion window, or Seven Oaks must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Seven Oaks Board, dissolving and liquidating. In such event, third parties may bring claims against Seven Oaks. Although Seven Oaks has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Seven Oaks’ public stockholders. If Seven Oaks is unable to complete a business combination within the completion window, the Sponsor has agreed that it will be liable to Seven Oaks if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover,
 
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in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company and, therefore, Sponsor may not be able to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Additionally, if Seven Oaks is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Seven Oaks otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, Seven Oaks may not be able to return to its public stockholders at least $10.00 per share.
Seven Oaks’ stockholders may be held liable for claims by third parties against Seven Oaks to the extent of distributions received by them.
If Seven Oaks is unable to complete the Business Combination or another business combination within the completion window, Seven Oaks will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining the Seven Oaks Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “— Unless an extension of the completion window is sought, if Seven Oaks is unable to complete the Business Combination or another initial business combination by December 22, 2022, Seven Oaks will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Seven Oaks Board, dissolving and liquidating. In such event, third parties may bring claims against Seven Oaks and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.” and other risk factors in this section.
Seven Oaks cannot assure you that it will properly assess all claims that may be potentially brought against Seven Oaks. As such, Seven Oaks’ stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Seven Oaks cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Seven Oaks.
If Seven Oaks is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Seven Oaks’ stockholders. Furthermore, because Seven Oaks intends to distribute the proceeds held in the Trust Account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Seven Oaks Board may be viewed as having breached their fiduciary duties to Seven Oaks’ creditors and/or may have acted in bad faith, and thereby exposing itself and Seven Oaks to claims of punitive damages, by paying public stockholders from the
 
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Trust Account prior to addressing the claims of creditors. Seven Oaks cannot assure you that claims will not be brought against it for these reasons.
Seven Oaks and Boxed have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Seven Oaks if the Business Combination is not completed.
Seven Oaks and Boxed expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the Closing. Seven Oaks and Boxed may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New Boxed following the Closing. As disclosed in Note 2(a) to the Unaudited Pro Forma Condensed Combined Financial Information, expected transaction costs in consummating the Business Combination and related transactions are approximately $37.4 million, approximately $14.9 million of which are attributable to Seven Oaks and approximately $22.5 million of which are attributable to Boxed. Even if the Business Combination is not completed, Seven Oaks expects to incur approximately $     million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Seven Oaks if the Business Combination is not completed.
If Seven Oaks’ due diligence investigation of the Boxed business was inadequate, then stockholders of Seven Oaks following the Business Combination could lose some or all of their investment.
Even though Seven Oaks and its advisors conducted a due diligence investigation of the Boxed business, Seven Oaks cannot be sure that this diligence uncovered all material issues that may be present inside the Boxed business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Boxed business and outside of its control will not later arise. If Seven Oaks’ due diligence investigation of the Boxed business was inadequate, then the performance of New Boxed following the Closing could suffer and stockholders could lose some or all of their investment.
There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of New Boxed through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.
Our stockholders should be aware that there are risks associated with New Boxed becoming publicly traded through the Business Combination with Seven Oaks (a special purpose acquisition company) instead of through an underwritten offering, including that investors will not receive the benefit of any independent review of Boxed’s finances and operations, including its projections.
Underwritten public offerings of securities are subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. While sponsors, private investors and management in a business combination undertake financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by underwriters in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.
There could also be more volatility in the near-term trading of New Boxed common stock following the consummation of the Business Combination as compared to an underwritten public offering of its common stock, including as a result of the lack of a lock-up agreement between any underwriter and certain investors. For example, the PIPE Investors will not enter into lock-up agreements restricting the sale of shares of common stock acquired by the PIPE Investors in connection with the consummation of the
 
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Business Combination following the consummation of the Business Combination, which restriction on resales might typically be in effect following an initial underwritten public offering of common stock. Our PIPE Investors will instead have the benefit of a resale registration statement that we are required to file with the SEC within 30 calendar days after the consummation of the Business Combination and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 65th calendar day (or 90th calendar day if the SEC notifies us that it will “review” the registration statement) following the Closing and (ii) the 5th business day after the date we are notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. The sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of New Boxed common stock and/or lead to declines in the market price of New Boxed common stock, as compared to an underwritten public offering.
The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Seven Oaks Stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to Closing”), or that other Closing conditions are not satisfied. If Seven Oaks does not complete the Business Combination, Seven Oaks could be subject to several risks, including:

the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

negative reactions from the financial markets, including declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.
Some provisions of the Proposed Charter and Delaware law may have anti-takeover effects that could discourage an acquisition of New Boxed by others, even if an acquisition would be beneficial to New Boxed’s stockholders, and may prevent attempts by New Boxed’s stockholders to replace or remove New Boxed’s current management.
Provisions in the Proposed Charter, as well as provisions of the DGCL, could make it more difficult for a third party to acquire New Boxed or increase the cost of acquiring New Boxed, even if doing so would benefit New Boxed’s stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

The New Boxed Board is classified into three classes of directors with staggered three-year terms, and directors are only able to be removed from office for cause;

nothing in the Proposed Charter precludes future issuances without stockholder approval of the authorized but unissued shares of New Boxed common stock;

advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;

New Boxed’s stockholders will only be able to take action at a meeting of stockholders and not by written consent;

only New Boxed’s chairman of the board of directors, New Boxed’s chief executive officer, New Boxed’s president or a majority of the New Boxed Board are authorized to call a special meeting of stockholders;

no provision in the Proposed Charter or the Proposed Bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates;
 
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certain amendments to the Proposed Charter will require the approval of two-thirds of the then outstanding voting power of New Boxed capital stock;

the Proposed Bylaws will provide that the affirmative vote of two-thirds of the voting power of the then-outstanding shares of voting stock of New Boxed, voting as a single class, is required for stockholders to amend or adopt any provision of New Boxed’s bylaws;

the Proposed Charter authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of New Boxed common stock; and

certain litigation against New Boxed can only be brought in Delaware.
The Proposed Charter states that New Boxed shall not engage in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the New Boxed Board prior to the time that the stockholder became an interested stockholder;

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the New Boxed Board and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of New Boxed. These provisions could also discourage proxy contests and make it more difficult for New Boxed’s stockholders to elect directors of their choosing and cause New Boxed to take corporate actions other than those New Boxed’s stockholders desire. See “Description of New Boxed Securities.”
The Proposed Charter and Proposed Bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by New Boxed’s stockholders, which could limit New Boxed’s stockholders’ ability to obtain a favorable judicial forum for disputes with New Boxed.
The Proposed Charter and Proposed Bylaws provide that, to the fullest extent permitted by law, and unless New Boxed consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware and any appellate court thereof will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on New Boxed’s behalf, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed to New Boxed or its stockholders by any of its current or former directors, officers, employees, agents or stockholders, (iii) any action asserting a claim against New Boxed or any of its current or former directors, officers, employees, agents or stockholders arising under the DGCL, the Proposed Charter or the Proposed Bylaws (as either may be amended from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action, suit or proceeding asserting a claim related to or involving New Boxed that is governed by the internal affairs doctrine.
Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Unless New Boxed consents in writing to the selection of an alternative forum, the Proposed Charter and Proposed Bylaws will provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court
 
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would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. The Proposed Charter will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
These provisions may have the effect of discouraging lawsuits against New Boxed’s directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in the Proposed Charter and Proposed Bylaws to be inapplicable or unenforceable in such action.
Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, New Boxed may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on New Boxed’s financial condition, results of operations and New Boxed’s stock price, which could cause you to lose some or all of your investment.
Going public through a merger rather than an underwritten offering, as Boxed is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although Seven Oaks has conducted due diligence on the Boxed business, Seven Oaks cannot assure you that this due diligence has identified all material issues that may be present in Boxed’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Boxed’s business and outside of Seven Oaks’ and Boxed’s control will not later arise. As a result of these factors, New Boxed may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Seven Oaks’ due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Seven Oaks’ preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Boxed’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about New Boxed or its securities. Accordingly, any of Seven Oaks’ current stockholders who choose to remain stockholders of New Boxed following the Business Combination could suffer a reduction in the value of their shares and these stockholders are unlikely to have a remedy for the reduction in value.
The underwriter has a potential conflict of interest regarding the Business Combination.
Jones was an underwriter in Seven Oaks’ Initial Public Offering, and, upon consummation of the Business Combination, the underwriters of the Initial Public Offering are entitled to $9.1 million of deferred underwriting commissions. The underwriters of Seven Oaks have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event Seven Oaks does not complete an initial business combination within 24 months of the closing of the Initial Public Offering. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Seven Oaks is therefore required to be liquidated, the underwriters of the Initial Public Offering, including Jones, will not receive any of the deferred underwriting commission and such funds will be returned to Seven Oaks’ public stockholders upon its liquidation.
In addition, under the terms of Jones’ engagement, Seven Oaks agreed to reimburse Jones for its reasonable out-of-pocket expenses, including the fees and disbursements of its outside attorneys, and to indemnify Jones and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to its engagement.
Jones therefore has an interest in Seven Oaks completing a business combination that will result in the payment of the deferred underwriting commission to the underwriters of the Initial Public Offering, including Jones. In considering approval of the Business Combination, Seven Oaks Stockholders should consider the
 
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role of Jones in light of the deferred underwriting commission Jones is entitled to receive if the Business Combination is consummated within 24 months of the closing of the Initial Public Offering.
Risks Relating to Boxed’s Business and to New Boxed’s Business Following the Business Combination
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Boxed and its subsidiaries prior to the consummation of the Business Combination and to the business of New Boxed and its subsidiaries following the consummation of the Business Combination. The following risk factors will apply to Boxed’s business and operations following the completion of the Business Combination. The risks described below are not the only risks Boxed faces or that New Boxed may face. Additional risks that are presently unknown or that are currently believed not to be material may also significantly affect Boxed’s or New Boxed’s business, financial condition, results of operations or reputation. In assessing these risks, you should also refer to the other information contained in this proxy statement/prospectus, including Boxed’s consolidated financial statements and related notes.
Risks Related to Our Business and Operations
If we fail to acquire new customers and retain existing customers, or fail to do so in a cost-effective manner, we may be unable to increase net revenue, improve gross margins or achieve or sustain profitability.
Our success depends on our ability to acquire new customers and retain existing customers and to do so in a cost-effective manner. In order to expand our customer base, we must appeal to, and acquire, customers who have historically purchased their household and business essentials in bulk from other retailers such as traditional brick-and-mortar retailers, the websites of our competitors, or our vendors’ own websites. We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers.
The paid marketing channels we invest in include search engine marketing, direct mail, display, television, radio and magazine advertising, paid social media and product placement. We drive a significant amount of traffic to our website via search engines and, therefore, rely on search engines. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our website can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing our website to place lower in search query results.
We also drive a significant amount of traffic to our website via social networking or other e-commerce channels used by our current and prospective customers. As social networking and e-commerce channels continue to rapidly evolve, we may be unable to develop or maintain a presence within these channels. If we are unable to cost-effectively drive traffic to our website, our ability to acquire new customers and our financial condition would be materially and adversely affected. Additionally, if we fail to increase our net revenue per active customer, generate repeat purchases or maintain high levels of customer engagement, our business, financial condition, and results of operations could be materially and adversely affected.
We cannot assure you that the net revenue from the new customers we acquire will ultimately exceed the cost of acquiring those customers. If we fail to deliver a quality shopping experience, if we fail to offer products consumers purchase regularly or if consumers do not perceive the products we offer to be of high value and quality, we may be unable to acquire or retain customers. If we are unable to acquire or retain customers who purchase products in volumes sufficient to grow our business, we may be unable to generate the scale necessary to achieve operational efficiency and drive beneficial network effects with our vendors. Consequently, our prices may increase, or may not decrease to levels sufficient to maintain customer interest, our net revenue may decrease and our gross margins and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may be materially and adversely affected.
We believe that many of our new customers originate from word-of-mouth and other non-paid referrals from our customers. Therefore, we must ensure that our customers remain loyal to us in order to continue receiving those referrals. If our efforts to satisfy our customers are not successful, we may be unable
 
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to acquire new customers in sufficient numbers to continue to grow our business, and we may be required to incur significantly higher marketing expenses in order to acquire new customers.
Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through our marketing efforts, our ability to attract new customers may be impaired.
Our ability to increase our customer base and achieve broader market acceptance of our e-commerce platform will depend on, among other things, our ability to expand our marketing and sales operations. We plan to continue expanding our sales force and strategic partners, both domestically and internationally. We also plan to dedicate significant resources to sales and marketing programs, including social media, search engine and other online advertising. The effectiveness of our online advertising may continue to vary due to competition for key search terms, changes in search engine use, and changes in search algorithms used by major search engines and other digital marketing platforms. The ability to spend on sales and marketing programs will be impacted by available cash from operations with any reduction in marketing spend having potential negative consequences of lower customer acquisition and retention. Further, business and operating results will be harmed if our sales and marketing efforts do not generate a corresponding increase in revenue. We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.
If the cost of marketing our platform over social media, search engines or other digital marketing platforms increases, our business and operating results could be adversely affected. Competitors also may bid on the search terms that we use to drive traffic to our website. Such actions could increase our advertising costs and result in decreased traffic to our website.
Furthermore, search engines and digital marketing platforms may change their advertising policies from time to time. If these policies delay or prevent us from advertising through these channels, it could result in reduced traffic to our website and subscriptions to our platform. New search engines and other digital marketing platforms may develop, particularly in specific jurisdictions, that reduce traffic on existing search engines and digital marketing platforms. If we are not able to achieve prominence through advertising or otherwise on these new platforms, we may not achieve significant traffic to our website through these new platforms and our business and operating results could be adversely affected.
If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.
We believe maintaining and growing our brand is important to supporting continued acceptance of our existing and future offerings, attracting new customers to our platform, and retaining existing customers. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining our brand will depend largely on the effectiveness of our marketing efforts and special initiatives, our ability to provide a reliable and useful platform, including online and mobile applications, to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform. Additionally, our partners’ performance, such as that of our shipping partners or payment processor, may affect our brand and reputation if customers do not have a positive experience. Brand promotion activities may not generate customer awareness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand or in generating that revenue. If we fail to successfully promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer.
 
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We operate in a market that is rapidly evolving and in which we face intense competition, especially from larger and more well-established companies. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business.
Our market is highly competitive and characterized by rapid changes in technology and consumer sentiment. Competition in our industry has intensified, and we expect this trend to continue as the list of our competitors grows. This competition, among other things, affects our ability to attract new users and engage our existing users.
We compete with e-commerce platforms and other retailers for vendors on our platform and vendors can sell their goods on a number of e-commerce platforms, such as Amazon.com or Walmart.com. In addition, we compete for vendors with traditional brick-and-mortar retail stores that may also have an online presence such as Costco, BJ’s Wholesale and Sam’s Club.
There are various factors that affect how vendors engage with our platform, including:

the number and engagement of users on our platform;

our fees;

our brand awareness;

our reputation;

the quality of our services; and

the functionality of our platform, including data and analytics offerings.
We also compete with retailers for the attention of users. A user has the choice of shopping with any online or offline retailer, whether large e-commerce marketplaces, such as Amazon.com, or Walmart.com, as well as more traditional discount retailers, such as Walmart, Costco and Target, or local stores or other venues or marketplaces. Many of these competitors offer low-cost or free shipping, fast shipping times, in-store pick-up alternatives, favorable return policies, and other features that may be difficult or impossible for us to match.
There are various factors that affect how users engage with our platform, including:

our brand awareness and recognition;

our reputation;

the prices of goods sold on our platform;

the functionality of our platform;

ease of payment;

shipping terms; and

the breadth of the products sold on our platform.
Some of our competitors have, and potential competitors may have, longer operating histories, greater financial, technical, marketing, institutional and other resources, faster shipping times, lower-cost shipping, larger databases, greater name and brand recognition, or a larger base of users or vendors than we do. They may devote greater resources to the development, marketing, and promotion of their services than we do, and they may offer lower pricing or free shipping to the users on their platforms. These factors may allow our competitors to derive greater revenue and profits from their existing user and vendor bases, acquire users at lower costs or respond more quickly than we can to new or emerging technologies and changes in trends and consumer shopping behavior. If we are unable to compete successfully, or if competing successfully requires us to expend greater resources, our financial condition and results of operations could be adversely affected.
 
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The growth of our business depends on our ability to accurately predict consumer trends, successfully introduce new products, improve existing products, attract vendors to list such products and expand our offerings to respond to our users’ and vendors’ changing needs.
Our growth depends, in part, on our ability to successfully introduce new products and services, and improve and reposition our existing products and services to meet the requirements of our customers, both consumers and businesses. As we work to grow our Retail business, which consists of sales of retail goods to both our B2B and B2C customers (collectively, our “Retail business”), the development and introduction of innovative new products and services and expansion into new offerings involves considerable costs. In addition, it may be difficult to establish new vendor relationships and determine appropriate product selection when developing a new product, service or offering. Any new product, service or offering may not generate sufficient customer interest and sales to become profitable or to cover the costs of its development and promotion and, as a result, may reduce our operating income. In addition, any such unsuccessful effort may adversely affect our brand and reputation. If we are unable to anticipate, identify, develop or market products, services or any new offerings that respond to changes in customer requirements and preferences, or if our new product or service introductions, repositioned products or services, or new offerings fail to gain customer acceptance, we may be unable to grow our business as anticipated, our sales may decline and our gross margins and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may be materially and adversely affected.
In addition, while we plan to continue to invest in the development of our business, including in the expansion of our offering of private label brand products, we may be unable to maintain or expand sales of our private label brand products for a number of reasons, including the loss of key vendors and product recalls. Maintaining consistent product quality, competitive pricing, and availability of our private label brand products for our customers is essential to developing and maintaining customer loyalty and brand awareness. Our private label brand products on average provide us with higher gross margins than the comparable third-party brand products that we sell. Accordingly, our inability to sustain the growth and sales of our private label brand offerings may materially and adversely affect our projected growth rates, business, financial condition, and results of operations.
We may be unable to accurately forecast net revenue and appropriately plan our expenses in the future.
Net revenue and results of operations are difficult to forecast because they generally depend on the number of customers we acquire, customer behavior on our platform, as well as the volume, timing and type of orders we receive, all of which are uncertain. We base our expense levels and investment plans on our estimates of net revenue and gross margins. We cannot be sure that historical growth rates, trends, and other key performance metrics are meaningful predictors of future growth. If our assumptions prove to be wrong, we may spend more than we anticipate acquiring and retaining customers or may generate lower net revenue per active customer than anticipated, either of which could have a negative impact on our business, financial condition, and results of operations.
Our Retail business is moderately seasonal and weak performance during one of our historically strong seasonal periods could have a material adverse effect on our operating results for the entire fiscal year.
Our Retail business is moderately seasonal, with a meaningful portion of our sales and promotional campaigns dedicated to back-to-school and back-to-work time periods, typically resulting in the realization of higher portions of net revenue in the first and third fiscal quarters. Due to the importance of our peak sales periods, which include the post-holiday winter and fall seasons, the first and third fiscal quarters have historically contributed, and are expected to continue to contribute, significantly to our operating results for the entire fiscal year. In anticipation of seasonal increases in sales activity during these periods, we incur additional expense prior to and during our peak seasonal periods. These expenses may include the acquisition of additional inventory, seasonal staffing needs and other similar items. As a result, any factors negatively affecting us during these periods, including adverse weather, spread of seasonal infectious diseases and unfavorable economic conditions, could have a material adverse effect on our results of operations for the entire fiscal year.
 
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We only recently launched our Software & Services business and have limited experience in successfully delivering such services to customers or in marketing the offering to a broader customer set. Our results of operations and future revenue prospects will be harmed if we are unable to increase the adoption of our offerings.
We expect our Software & Services business, encompassing licensing of our software and technology assets, will be an increasingly important part of our offerings as we expand our business internationally. However, we have limited experience in successfully delivering or marketing these services to customers, and if we are not able to do both in a timely manner, we would fail to achieve the anticipated benefits of our Software & Services offering. Additionally, if these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms, or for any other reason, our processes for supporting our customers could be impaired, our ability to communicate with our vendors could be weakened and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could harm our business, financial condition, and results of operations. The success of our early operations of our Software & Services offering may significantly impact our future business, results of operations and financial condition.
In addition, the attractiveness of our platform depends, in part, on our ability to integrate third-party applications and services which our registered users desire, into their websites, or develop and offer those applications independently. Third-party application providers may change the features of their applications and platforms or alter the terms governing the use of their applications and platforms in an adverse manner. Further, third-party application providers may discontinue their engagement with us, or refuse to partner with us, or limit or restrict our access to their applications and platforms. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms with our platform, which could negatively impact our offerings and harm our business. Additionally, competitors may offer functionality which our registered users desire, that is better than the functionality of third-party applications or integrated solutions in our platform. If we fail to integrate our platform with new third-party applications that our registered users need for their websites or develop them independently, or adapt to the data transfer requirements of such third-party applications and platforms or any other requirements, we may not be able to offer the functionality that our registered users expect, which would negatively impact our offerings and, as a result, harm our business.
Our business will suffer if the B2C market proves less lucrative than projected or if we fail to effectively acquire and service individual B2C customers.
A majority of our revenue is generated from sales to B2C customers. Individual customers may have limited budgets and may choose to allocate resources to items other than our offerings, especially in times of economic uncertainty or recessions. We intend to continue to devote substantial resources to the B2C market, including through sales of our private label products and through sales from our direct vendors and third-party marketplace vendors. Among other things, we aim to grow our revenues by adding new consumer customers and encouraging existing customers to engage with our Boxed Up loyalty program. If the B2C market fails to be as lucrative as we project or we are unable to market and sell our services to individual customers effectively, directly or through our vendors, our ability to grow our revenues quickly and become profitable will be harmed.
If our online Retail business platform fails to perform properly or if we fail to develop enhancements to resolve performance issues or respond to other user concerns, we could lose customers or incur significant costs.
Our operations are dependent upon our ability to prevent system interruption. The applications underlying our online Retail business platform are inherently complex and may contain material defects or errors, which may cause disruptions in availability or other performance problems. Defects, errors, disruptions in service, cyber-attacks, or other performance problems with our software, whether in connection with the day-to-day operation, upgrades or otherwise, could result in loss of customers, lost or delayed market acceptance and sales of our platform, delays in payment to us by customers, injury to our reputation and brand, legal claims, including warranty and service claims, against us, diversion of our resources, including through increased service and warranty expenses or financial concessions, and increased insurance costs.
 
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We have found defects in our online Retail business platform and may discover additional defects in the future that could result in data unavailability, unauthorized access to, loss, corruption, or other harm to our customers’ data. We may not be able to detect and correct defects or errors before release. Consequently, we or our customers may discover defects or errors after our platform has been employed. We implement bug fixes and upgrades as part of our regularly scheduled system maintenance. If we do not complete this maintenance according to schedule or if customers are otherwise dissatisfied with the frequency and/or duration of our maintenance services and related system outages, customers could terminate their contracts, delay or withhold payment to us, or cause us to issue credits, make refunds, or pay penalties. The costs incurred or delays resulting from the correction of defects or errors in our software or other performance problems may be substantial and could adversely affect our operating results.
Our Software & Services operations are susceptible to risks associated with international operations and the use of our platform in various countries, including in emerging markets, as well as our ability to localize our Software & Services business in such countries.
We expect to have users worldwide, and we expect to continue to increase the volume of our operations worldwide in the future as we expand our strategic partnerships. However, our operations in various countries subject us to risks which may include:

difficulties related to contract enforcement, including our terms of use;

compliance with foreign laws and regulations applicable to cross-border operations including export controls;

customization of our Software & Services business to be compliant with local laws and regulations applicable to our users and their customers;

monitoring changes and addressing conflicting laws in areas such as consumer protection, taxation, anti-money laundering and copyright;

lower levels of Internet use in certain geographical locations;

data privacy and data localization laws that may require that user data and data of our users’ consumers be stored and processed in a designated territory;

tax consequences, including the complexities of foreign value-added tax (or other tax) systems and restrictions on the repatriation of earnings;

varying economic and political climates;

currency exchange rates and restrictions related to foreign exchange controls;

different sources of competition;

different customer spending levels, in particular in light of the COVID-19 pandemic; and

lower levels of credit card use, access to online payment methods, and increased payment risks.
These factors, or other factors, may cause our international costs of doing business to exceed our expectations and may also require significant management attention and financial resources. Any negative impact from our international business efforts could adversely affect our business, results of operations and financial condition.
We are in the process of localizing our products, including the languages and currencies we use, expanding our systems to accept payments in forms that are common in those targeted markets and tailoring our customer service policies, to provide our users with a local experience and cater to their specific needs. We intend to continue our nascent international expansion efforts, including through partners who can assist us to penetrate new markets. To achieve our goals, we must hire and train experienced personnel to staff and manage our international expansion. Our international expansion efforts may be slow or unsuccessful to the extent that we experience difficulties in recruiting, training, managing and retaining qualified personnel with international experience, language skills and cultural competencies in the geographic markets we target, or if we were to engage with a partner who is not appropriately qualified to operate in local markets. In addition, the expansion of our existing international operations and entry into additional
 
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international markets, in particular in emerging markets, has required, and will continue to require, significant management attention and financial resources, particularly in light of the COVID-19 pandemic. We may also face pressure to lower our prices to compete in emerging markets, which could adversely affect revenue derived from our international operations.
Our efforts to expand our presence in emerging markets presents challenges that are different from those associated with more developed international markets. In particular, regulations limiting the use of local credit cards and foreign currency could constrain our growth in certain countries. Additionally, in emerging markets we may face the risk of rapidly changing government policies, including with respect to bank transfers and various payment methods including offline methods, and we may encounter sudden currency devaluations. Currency controls in emerging countries may make it hard for us to repatriate collections or profits that we generated in a particular country.
These and other factors associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition.
Because we recognize net revenue from licensing arrangements over the term of an agreement, downturns or upturns in sales are not immediately reflected in full in our operating results.
Certain portions of our revenues are recognized over time. As a result, much of the revenue we report each quarter is the recognition of deferred revenue from contracts entered into during previous quarters. Consequently, a shortfall in demand for our solutions and services or a decline in new or renewed contracts in any one quarter may not significantly reduce our revenues for that quarter but could negatively affect our revenues in future quarters. Accordingly, the effect of significant downturns in new or renewed sales of our solutions and service offerings are not fully reflected in our results of operations until future periods.
Changes in product costs and availability could materially and adversely affect our Retail business.
The success of our Retail business, including our B2C and B2B customer bases, depends in part on our ability to anticipate and react to changes with respect to supply costs and availability of the goods and services we make available on our mobile applications and web-based e-commerce platforms (collectively, the “Boxed Sites”) and otherwise to our customers. We are susceptible to increases in costs of such goods and services as a result of factors beyond our control, such as general economic conditions, market changes, increased competition, general risk of inflation, exchange rate fluctuations, seasonal fluctuations, shortages or interruptions, weather conditions, changes in global climates, global demand, food safety concerns, generalized infectious diseases, changes in law or policy, declines in fertile or arable lands, product recalls, and government regulations.
For example, food deflation could reduce the attractiveness of the products we sell relative to competing products and thus reduce our sales growth and overall sales. On the other hand, food inflation, particularly periods of rapid inflation, could reduce our profitability as there may be a lag between the time of the price increase and the time at which we or our vendors are able to increase the price of the products we sell. Additionally, unforeseen events, such as the COVID-19 pandemic, can significantly and rapidly increase the demand for certain items, resulting in unanticipated and costly consumer behavior on the Boxed Sites and adverse customer retention when out of stock items increase with respect to highly-desired items. We generally do not have long-term supply contracts or guaranteed purchase commitments with our vendors, and we do not hedge the risk associated with purchase of commoditized products. As a result, we may not be able to anticipate, react to or mitigate against cost fluctuations which could materially and adversely affect our business.
The performance of our Retail business may be adversely affected by changes in the nature in which businesses are operated following the COVID-19 pandemic and by the timing and long-term approach toward the return to traditional workplaces and work schedules.
The COVID-19 pandemic, measures attempting to contain and mitigate the effects of the COVID-19 pandemic, including stay-at-home, business closure, and other restrictive orders, and the resulting changes in consumer behaviors, have disrupted our normal operations and impacted our employees, vendors, partners, and customers. We expect these disruptions and impacts to continue. In response to the COVID-19
 
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pandemic, we have taken a number of actions that have impacted and continue to impact our business, including transitioning certain employees (including employees that work at our corporate headquarters) to remote work-from-home arrangements and imposing travel and related restrictions. While we believe these actions were reasonable and necessary as a result of the COVID-19 pandemic, they were disruptive to our business and could adversely impact our results of operations. Given the continued spread of COVID-19, potential resurgence of infection rates as local and state governments lift their respective business restrictions and safety protocols, and the resultant personal, economic, and governmental reactions, we may have to take additional actions in the future that could harm our business, financial condition, and results of operations. Since our business relies significantly on the efficiency and productivity of our fulfillment and logistics platform, the majority of our employees continued their essential work in our fulfillment centers during the COVID-19 pandemic under advanced safety protocols. Prior to the COVID-19 pandemic, certain of our employees traveled frequently to establish and maintain relationships with one another and with our customers, vendors, and investors. We continue to monitor the situation and may adjust our current policies as more information and guidance become available. Suspending travel and doing business in-person on a long-term basis could negatively impact our marketing efforts, our ability to enter into customer contracts in a timely manner, our international expansion efforts and our ability to recruit employees across the organization. These changes could negatively impact our sales and marketing in particular, which could have longer-term effects on our sales pipeline, or create operational or other challenges, any of which could harm our business. In addition, our management team has spent, and will likely continue to spend, significant time, attention, and resources monitoring the COVID-19 pandemic and associated global economic uncertainty and seeking to manage its effects on our business and workforce.
The degree to which COVID-19 will affect our Retail business and results of operations will depend on future developments that are highly uncertain and cannot be predicted. These developments include but are not limited to the duration, extent, and severity of the COVID-19 pandemic and variants of the virus, including the increased proliferation of the Delta variant, actions taken to contain the COVID-19 pandemic, the impact of the COVID-19 pandemic and related restrictions on economic activity and domestic and international trade, manufacturing and labor shortages across the industry which are resulting in cost inflation in consumable products and transportation, and the extent of the impact of these and other factors on our employees, vendors, partners, and customers. The COVID-19 pandemic and related restrictions could limit our B2B customers’ ability to continue to operate (limiting their abilities to obtain inventory, generate sales, or make timely payments to us). It could disrupt or delay the ability of employees to work because they become sick or are required to care for those who become sick, or for dependents for whom external care is not available. It could cause delays or disruptions in services provided by key vendors and vendors, increase vulnerability of us and our partners and service providers to security breaches, denial of service attacks or other hacking or phishing attacks, or cause other unpredictable effects.
The COVID-19 pandemic also has caused heightened uncertainty in the global economy. Although certain e-commerce trends have positively impacted our B2C offering during the COVID-19 pandemic, there can be no assurances that the overall trend will be sustained through the remainder of the pandemic or in subsequent periods. For example, some of our largest customers and potential customers have publicly announced deferral of office-reopenings until no earlier than the first quarter of 2022, and if re-enacted mask mandates continue or economic conditions deteriorate, additional business customers may delay reopening offices and encouraging employees to return to physical offices, they may not have the financial means to make purchases from us and they may delay or reduce discretionary purchases, which would further negatively impact our B2B offering and our results of operations. Our small business customers or individual customers may be more susceptible to general economic conditions than larger businesses, which may have greater liquidity and access to capital. Uncertain and adverse economic conditions also may lead to increased refunds and chargebacks. Since the impact of COVID-19 is ongoing, the effect of the COVID-19 pandemic and the related impact on the global economy may not be fully reflected in our results of operations until future periods. Volatility in the capital markets has been heightened during recent months and such volatility may continue, which may cause declines in the price of New Boxed common stock.
Further, to the extent there is a sustained general economic downturn and our offerings are perceived by customers and potential customers as costly, our revenue may be disproportionately affected by delays or reductions in general spending. Competitors, many of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition,
 
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the increased pace of consolidation in certain industries may result in reduced overall spending on our subscription offerings and related services. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations, and financial condition could be materially and adversely affected.
If we fail to develop and successfully introduce new Software & Services offerings, or fail to maintain existing products and services that are significant to our retail partners, or if we are unable to anticipate and respond to rapid changes in technology or industry trends, our business, growth expectations, and financial condition may be materially and adversely affected.
The markets in which we compete are characterized by constant change and innovation, and we expect them to continue to evolve rapidly. Our long-term success will be based on our ability to identify and anticipate the needs of users of our Software & Services offerings and develop products that provide them with the tools they need to operate their businesses. Our future success in attracting new retailers and expanding our Software & Services offerings and the revenue we generate from each software and service partnership will depend on our ability to improve the look, functionality, performance, security, design and reliability of our solutions and services and to suit them to the needs of our retail partners.
We invest significant time and effort in the research and development of new and upgraded service and product offerings to serve our Software & Services users, including the development of vertical solutions for specific business segments, various design elements, such as customized colors, fonts, content and other features, and our full-stack no-code/low-code development platform, intended to attract developers to our platform, and back-office administrative tools for our partners and their third-party associates and ultimate customers. We also need to ensure the continued collaboration with certain third-party products and services that are included in our offering and that may be significant to our retail partners. It may take our design team and developers months to update, code and test new and upgraded solutions and services and integrate them into our platform. Furthermore, the introduction of these new and upgraded design features, solutions and services also may involve a significant amount of marketing spending.
If we are unable to successfully enhance our existing products to meet evolving retail partner and end user requirements and increase adoption and usage of our services and related third-party products, if we are unable to maintain existing products provided to us by third parties that may be significant to our retail partners, if our efforts to increase the usage of our services are more expensive than we expect, or if our solutions fail to achieve widespread acceptance, potential retail partners may adopt the products and services of our competitors and our revenues and competitive position could be materially and adversely affected.
We may be unable to source additional, or strengthen our existing relationships with, vendors. In addition, the loss of any of our key vendors would negatively impact our business.
In order to attract quality vendors, we must:

demonstrate our ability to help our vendors increase their sales;

offer vendors a high quality, cost-effective fulfillment process; and

continue to provide vendors a dynamic and real-time view of our demand and inventory needs.
If we are unable to provide our vendors with a compelling return on investment and an ability to increase their sales, we may be unable to maintain and/or expand our vendor network, which would negatively impact our business.
We purchase significant amounts of products from a number of vendors with limited supply capabilities. There can be no assurance that our current vendors will be able to accommodate our anticipated growth or continue to supply current quantities at preferential prices. An inability of our existing vendors to provide products in a timely or cost-effective manner could impair our growth and materially and adversely affect our business, financial condition, and results of operations. For instance, as a result of the disruptions resulting from the COVID-19 pandemic, some of our existing vendors were not able to supply us with products in a timely or cost-effective manner. While we believe these disruptions to be temporary, their duration is
 
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uncertain and a continued inability of our existing vendors to provide products or other product supply disruptions that may occur in the future could impair our business, financial condition, and results of operations.
We generally do not maintain long-term supply contracts with any of our product vendors and any of our vendors could discontinue selling to us at any time. The loss of any of our significant vendors or the discontinuance of any preferential pricing or exclusive incentives they currently offer to us would have a negative impact on our business, financial condition, and results of operations.
We continually seek to expand our base of vendors and to identify new products. If we are unable to identify or enter into distribution relationships with new vendors or to replace the loss of any of our existing vendors, we may experience a competitive disadvantage, our business may be disrupted and our business, financial condition, and results of operations may be adversely affected.
In addition, certain of the brands we currently purchase and offer for sale to our customers are not offered by our retailer competitors. However, we have not entered into formal exclusivity agreements with the vendors for such brands. In the event these vendors choose to enter into distribution arrangements with other retailers or other competitors, our sales could suffer and our business could be adversely affected.
Our principal vendors currently provide us with certain incentives such as volume purchasing, trade discounts, cooperative advertising and market development funds. A reduction or discontinuance of these incentives would increase our costs and could reduce our profitability. Similarly, if one or more of our vendors were to offer these incentives or other preferential incentives, including preferential pricing, to our competitors, our competitive strength would be reduced, which could materially and adversely affect our business, financial condition, and results of operations.
We may be unable to sustain or improve our customer loyalty offerings, which could lead to reduced customer engagement and retention, and adversely affect our business, financial condition and results of operations and rate of growth.
Our revenue growth is partially dependent on our ability to continue to improve current loyalty and subscription offerings, as well as introduce new offerings to keep our customers engaged. We believe the success of offerings such as our Prince & Spring private brand, our Boxed Up paid loyalty program, and our auto-ship subscription program help drive increased customer engagement. If we are unable to maintain and continuously improve these programs, or if we are unable to offer new additional loyalty programs, it may impact our customer retention and adversely affect our business and financial condition.
Further, customers enrolling in our loyalty programs, including our auto-ship subscription and Boxed Up programs, are able to cancel their membership at any time and may decide to cancel or forego memberships due to any number of reasons, including increased prices for that membership or for our services, quality issues with our services, harm to our reputation or brand, seasonal usage, or individuals’ personal economic pressures. Increasing governmental regulation of automatically renewing subscription programs could negatively impact our marketing of this program. A decline in the number of customers engaging in our loyalty programs could materially and adversely affect our business, results of operations and financial condition.
Food safety, quality, and health concerns could affect our business.
We could be adversely affected if customers lose confidence in the safety and quality of our vendor supplied and private label brand food products. All of our vendors are required to comply with applicable product safety laws and we are dependent upon them to ensure such compliance. One or more of our vendors, including manufacturers of our private label brand products, might not adhere to product safety requirements or our quality control standards. Any issues of product safety or allegations that our products are in violation of governmental regulations, including, but not limited to, issues involving products manufactured in foreign countries, could cause those products to be recalled. Adverse publicity about these types of concerns, whether valid or not, may discourage customers from buying the products we offer. The real or perceived sale of contaminated food products by us could result in product liability claims against our vendors or us, expose us or our vendors to governmental enforcement action or private litigation,
 
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or lead to costly recalls and a loss of customer confidence, any of which could have an adverse effect on our business, financial condition, and results of operations. We outsource the manufacturing of our private label brand products and, as a result, any issues relating to the manufacturing of such private label brand products or claims arising from any injury or illness allegedly caused by such products could adversely affect the reputation of our private label brands or our results of operations.
We outsource the manufacturing of our private brand products. As a result, our private brand business may be adversely affected by a variety of factors including, but not limited to, fluctuations in the cost and availability of raw materials, complications relating to the manufacturing process and the failure of our outsourcing partners to maintain an adequate quality-control system. Many of these factors are subject to circumstances that are beyond our control, such as the supply and demand of commodities, weather and agricultural conditions, governmental regulations and the ability to hire a sufficient number of qualified personnel. In addition, our products may be exposed to product recalls, including voluntary recalls or withdrawals, if they are alleged to cause or pose a risk of injury or illness or if they are alleged to have been mislabeled, misbranded or adulterated or to otherwise be in violation of governmental regulations. We may also voluntarily recall or withdraw products that we consider to not meet our standards, whether for palatability, appearance or otherwise, in order to protect our brand and reputation. Furthermore, we also may be subject to product liability claims if the consumption or use of our products is alleged to cause injury or illness. While we carry product liability insurance, our insurance may not be adequate to cover all liabilities we may incur in connection with product liability claims. For example, punitive damages are generally not covered by insurance. In addition, we may be unable to continue to maintain our existing insurance, obtain comparable insurance at a reasonable cost, if at all, or secure additional coverage, which may result in future product liability claims being uninsured. Any of these factors could negatively impact our private brand business and, consequently, adversely affect our results of operations.
If we do not successfully optimize, operate and manage the expansion of the capacity of our fulfillment centers, or if we lose access to one or more of our fulfillment centers, our business, financial condition, and results of operations could be harmed.
If we do not optimize and operate our fulfillment centers successfully and efficiently, it could result in excess or insufficient fulfillment capacity, an increase in costs or impairment charges or harm our Retail business in other ways. In addition, if we do not have sufficient fulfillment capacity or experience a problem fulfilling orders in a timely manner, our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers. Any unanticipated occurrences with respect to the COVID-19 pandemic, including any potential outbreak of cases or the development of a vaccine-resistant strain during the reopening of the U.S. economy by state and local governments, could cause us to experience disruptions to the operations of our fulfillment centers, which may negatively impact our ability to fulfill orders in a timely manner, which could harm our reputation, relationship with customers and results of operations.
We have designed and built our own fulfillment center infrastructure, including proprietary robotics and fulfillment software, which is designed to meet the specific needs of our business. If we continue to add fulfillment and warehouse capabilities, add new businesses or categories with different fulfillment requirements or change the mix in products that we sell, our fulfillment network will become increasingly complex and operating it will become more challenging. Failure to successfully address such challenges in a cost-effective and expedient manner could impair our ability to timely deliver our customers’ purchases and could harm our reputation and ultimately, our business, financial condition, and results of operations.
We anticipate the need to add additional fulfillment centers as our business continues to grow. We cannot assure you that we will be able to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans, nor can we assure you that we will be able to recruit qualified managerial and operational personnel to support our expansion plans. If we are unable to secure new or expanded facilities for the expansion of our fulfillment operations, recruit qualified personnel to support any such facilities, or effectively control expansion-related expenses, our business, financial condition, and results of operations could be materially and adversely affected. If we grow faster than we anticipate, we may exceed our fulfillment center capacity sooner than we anticipate, we may experience problems fulfilling orders in a timely manner or our customers may experience delays in receiving their purchases, which could harm our
 
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reputation and our relationship with our customers, and we would need to increase our capital expenditures more than anticipated and in a shorter time frame than we currently anticipate. Our ability to expand our fulfillment center capacity, including our ability to secure suitable facilities and recruit qualified employees, may be substantially affected by the spread of COVID-19 and its variant strains and related governmental orders and there may be delays or increased costs associated with such expansion as a result of the spread and impact of the COVID-19 pandemic. Many of the expenses and investments with respect to our fulfillment centers are fixed, and any expansion of such fulfillment centers will require additional investment of capital. We expect to incur higher capital expenditures in the future for our fulfillment center operations as our business continues to grow. We would incur such expenses and make such investments in advance of expected sales, and such expected sales may not occur. Any of these factors could materially and adversely affect our business, financial condition, and results of operations.
Packaging and shipping products are critical parts of our Retail business and any changes in, or disruptions to, our packaging and shipping vendor arrangements could adversely affect our business, financial condition, and results of operations.
We currently rely on third-party national, regional and local logistics providers to deliver the products we offer on our website and mobile applications. If we are not able to negotiate acceptable pricing and other terms with these providers, or if these providers experience performance problems or other difficulties in processing our orders or delivering our products to customers, it could negatively impact our results of operations and our customers’ experience. For example, changes to the terms of our shipping arrangements may adversely impact our gross margins and profitability. In addition, our ability to receive inbound inventory efficiently and ship merchandise to customers may be negatively affected by factors beyond our and these providers’ control, including inclement weather, fire, flood, power loss, earthquakes, pandemics, epidemics or other health-related crises, acts of war or terrorism or other events specifically impacting our or other shipping partners, such as labor disputes, financial difficulties, system failures and other disruptions to the operations of the shipping companies on which we rely. We are also subject to risks of damage or loss during delivery by our shipping vendors. If the products ordered by our customers are not delivered in a timely fashion or are damaged or lost during the delivery process, our customers could become dissatisfied and cease buying products through our website and mobile applications, which would adversely affect our business, financial condition, and results of operations. Further, COVID-19 and its variant strains and related governmental work and travel restrictions may cause disruptions and delays in national, regional and local shipping, which may negatively impact our customers’ experience and our results or operations. The spread of COVID-19, and any future pandemic, epidemic or similar outbreak, may disrupt our vendors and logistics providers, such as UPS, FedEx, Lone Star Overnight, OnTrac, Lasership and other third-party delivery agents, as their workers may be prohibited or otherwise unable to report to work and transporting products within certain countries, regions, states or localities may be limited due to laws, rules, orders or regulations, extended holidays, factory closures, port closures and increased border controls and closures, among other things. We may also incur higher shipping costs due to various surcharges by third-party delivery agents on retailers related to the increased shipping demand resulting from any COVID-19 outbreak and any future pandemic, epidemic or similar outbreak.
Our business depends on network and mobile infrastructure, our third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our website or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or vendors. A failure to adequately resolve such defects and implement new systems could harm our business and adversely affect our results of operations.
A key element of our strategy is to generate a high volume of traffic on, and use of, our website and mobile applications. Our reputation and ability to acquire, retain and serve our customers are dependent upon the reliable performance of our website and mobile applications and the underlying network infrastructure. As our customer base and the amount of information shared on our website and mobile applications continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on data center services, including those of third-party cloud providers, and equipment and related network infrastructure to handle the traffic on our website and mobile applications. The operation of these systems is complex and could result in
 
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operational failures. In some cases, third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. In the event that the volume of traffic of our customers exceeds the capacity of our current network infrastructure or in the event that our customer base or the amount of traffic on our website and mobile applications grows more quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of our website and mobile applications and prevent our customers from accessing our website and mobile applications. If sustained or repeated, these performance issues could reduce the attractiveness of our products and services. In addition, the costs and complexities involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us from adequately meeting the demand placed on our systems. Any web or mobile platform interruption or inadequacy that causes performance issues or interruptions in the availability of our website or mobile applications could reduce customer satisfaction and result in a reduction in the number of customers using our products and services.
We depend on the development and maintenance of the Internet and mobile infrastructure. This includes maintenance of reliable Internet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely development of complementary products, for providing reliable Internet and mobile access. We also use and rely on services from other third parties, such as our telecommunications services and our sole payment processor, and those services may be subject to outages and interruptions that are not within our control. Failures by our telecommunications providers may interrupt our ability to provide phone support to our customers and distributed denial-of-service (“DDoS”) attacks directed at our telecommunication service providers could prevent customers from accessing our website. In addition, we have in the past and may in the future experience down periods where our third-party credit card processor is unable to process the online payments of our customers, which would disrupt our ability to receive customer orders. Our business, financial condition, and results of operations could be materially and adversely affected if for any reason the reliability of our Internet, telecommunications, payment system and mobile infrastructure is compromised.
We currently rely upon third-party data storage providers. Nearly all of our data storage and analytics are conducted on, and the data and content we create associated with sales on our website and mobile applications are processed through, servers hosted by these providers. We also rely on e-mail service providers, bandwidth providers, Internet service providers and mobile networks to deliver e-mail and “push” communications to customers and to allow customers to access our website.