Item 1.01. Entry into a Material Definitive Agreement.
On
As previously disclosed, the Merger Agreement is subject to the satisfaction or
waiver of certain customary closing conditions. Pursuant to the Amendment, in
addition to SVOK stockholder approval of the proposed amended and restated
certificate of incorporation and the proposed amended and restated bylaws of
SVOK, which will be renamed "
In addition, the Amendment amends and restates the Form of Acquiror Charter to
make clear that, immediately upon the filing and effectiveness of the Form of
Acquiror Charter with the Secretary of State of the
The foregoing summary is qualified in its entirety by reference to the Amendment which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Supplement to Proxy Statement
This supplemental information should be read in conjunction with the Proxy Statement which should be read in its entirety. Page references in the below disclosures are to pages in the Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Proxy Statement. Without admitting in any way that the disclosures below are material or otherwise required by law, SVOK makes the following amended and supplemental disclosures.
The first paragraph of the cover page is amended and restated as follows (new text in bold and underline):
The board of directors of
The first numbered list of the "Notice of Meeting" is amended and restated as follows (new text in bold and underline):
(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"), datedJune 13, 2021 and amended onNovember 26, 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"), andGiddy Inc. (d/b/a Boxed), aDelaware 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");
The definition of the term Business Combination Agreement on page iii under the heading "Certain Defined Terms" is amended and restated as follows (new text in bold and underline):
"Business Combination Agreement" means that Agreement and Plan of Merger, dated
as of
The second and third paragraphs on page 3 under the heading "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?" is amended and restated as follows (new text in bold and underline):
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. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of the Organizational Documents 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. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of each of the Advisory Organizational Documents Proposals.
The sixth and seventh paragraphs on page 19 under the heading "Special Meeting of Seven Oaks Stockholders and the Proposals" is amended and restated as follows (new text in bold and underline):
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. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of the Organizational Documents 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. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of each of the Advisory Organizational Documents Proposals.
The first paragraph on page 89 under the heading "The Organizational Documents Proposal" is amended and restated as follows (new text in bold and underline):
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. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of the Organizational Documents Proposal.
The first paragraph on page 89 under the heading "The Advisory Organizational Documents Proposals" is amended and restated as follows (new text in bold and underline):
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. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of each of the Advisory Organizational Documents Proposals.
A new final paragraph on page 102 under the heading "Background of the Business Combination" is inserted as follows (new text in bold and underline):
On
The second paragraph on page 135 under the heading "Organizational Documents Proposal" is amended and restated as follows (new text in bold and underline):
Seven Oaks' Stockholders are asked to consider and vote upon and to approve the adoption of the Proposed Charter and the Proposed Bylaws, in the forms attached hereto as Annex B and Annex C, respectively. The Organizational Documents Proposal is conditioned on the approval of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of Seven Oaks Shares. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of the Organizational Documents Proposal.
The second paragraph on page 137 under the heading "Vote Required for Approval" is amended and restated as follows (new text in bold and underline):
Advisory Organizational Documents Proposal A is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Advisory Organizational Documents Proposal A will have no effect, even if approved by holders of Seven Oaks Shares. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of each of the Advisory Organizational Documents Proposals.
The second paragraph on page 140 under the heading "Vote Required for Approval" is amended and restated as follows (new text in bold and underline):
Advisory Organizational Documents Proposal B is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Advisory Organizational Documents Proposal B will have no effect, even if approved by holders of Seven Oaks Shares. In addition, in accordance with the Business Combination Agreement, the parties to the Business Combination Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of each of the Advisory Organizational Documents Proposals.
Important Information for Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Business Combination, SVOK has filed a registration
statement with the
Participants in the Solicitation
SVOK and its directors and executive officers may be deemed participants in the
solicitation of proxies from SVOK's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in the Company is contained in the Company's
Annual Report on Form 10-K for the fiscal year ended
Boxed and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SVOK in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination can be found in the Registration Statement.
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and Boxed's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the Company's and Boxed's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside the Company's and Boxed's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (i) the occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement or could
otherwise cause the transactions contemplated therein to fail to close; (ii) the
outcome of any legal proceedings that may be instituted against the Company,
Boxed, New Boxed or others following the announcement of the Business
Combination and any definitive agreements with respect thereto; (iii) the
inability to complete the Business Combination due to the failure to obtain
approval of the stockholders of the Company or Boxed; (iv) the inability of
Boxed to satisfy other conditions to closing; (v) changes to the proposed
structure of the Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; (vi) the ability to meet stock
exchange listing standards in connection with and following the consummation of
the proposed business combination; (vii) the risk that the proposed Business
Combination disrupts current plans and operations of Boxed as a result of the
announcement and consummation of the proposed Business Combination; (viii) the
ability to recognize the anticipated benefits of the business combination, which
may be affected by, among other things, competition, the ability of New Boxed to
grow and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (ix) costs related to the
Business Combination; (x) changes in applicable laws or regulations; (xi) the
possibility that Boxed or New Boxed may be adversely affected by other economic,
business, regulatory, and/or competitive factors; (xii) Boxed's estimates of
expenses and profitability; (xiii) the evolution of the markets in which Boxed
competes; (xiv) the ability of Boxed to implement its strategic initiatives and
continue to innovate its existing products; (xv) the ability of Boxed to defend
its intellectual property; (xvi) the ability of Boxed to satisfy regulatory
requirements; (xvii) the impact of the COVID-19 pandemic on the business of
Boxed and New Boxed; and (xviii) other risks and uncertainties set forth in the
section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in the Company's Annual Report on Form 10-K for the fiscal year
ended
Item 9.01. Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1 Amendment to Agreement and Plan of Merger, datedNovember 26, 2021 3.1 Form of New Boxed Charter 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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