UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Boxed, Inc. (f/k/a Seven Oaks Acquisition Corp.)
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
81787X106
(CUSIP Number)
Jerry Cammarata
Atalaya Capital Management LP
One Rockefeller Plaza
32nd Floor
New York, NY 10022
(212) 201-1924
with a copy to:
Stephen B. Amdur
Pillsbury Winthrop Shaw Pittman LLP
31 West 52nd Street
New York, NY 10019
(212) 858-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 6, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page. The information required on the remainder of
this cover page shall not be deemed to be filed for the purpose
of Section 18 of the Securities Exchange Act of 1934 (Act) or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
(1) Names of reporting persons
ACM ARRT VII D LLC
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [x|
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power: 0
(8) Shared voting power: 6,164,370
(9) Sole dispositive power: 0
(10) Shared dispositive power: 6,164,370
(11) Aggregate amount beneficially owned by each reporting
person: 6,164,370
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 9.0%
(14) Type of reporting person (see instructions): OO
(1) Names of reporting persons
Atalaya Special Purpose Investment Fund LP
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [x|
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power: 0
(8) Shared voting power: 10,000
(9) Sole dispositive power: 0
(10) Shared dispositive power: 10,000
(11) Aggregate amount beneficially owned by each reporting
person: 10,000
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 0.0%
(14) Type of reporting person (see instructions): PN
(1) Names of reporting persons
Atalaya Capital Management LP
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [x|
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): IA, PN
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power: 0
(8) Shared voting power: 6,174,370
(9) Sole dispositive power: 0
(10) Shared dispositive power: 6,174,370
(11) Aggregate amount beneficially owned by each reporting
person: 6,174,370
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 9.0%
(14) Type of reporting person (see instructions): IA, PN
Item 1. Security and Issuer.
The class of equity security to which this statement on
Schedule 13D relates is the common stock, par value $0.0001 per share
(the Common Stock), of Boxed, Inc., a Delaware corporation (the
Issuer), formerly known as Seven Oaks Acquisition Corp. (SVOK).
The address of the principal executive offices of the Issuer is 451
Broadway, New York, NY 10013. Information given in response to
each item shall be deemed incorporated by reference in all other items,
as applicable.
Item 2. Identity and Background.
(a) This Statement is being filed jointly on behalf of the
following persons (collectively, the Reporting Persons):
(i) ACM ARRT VII D LLC, a Delaware limited liability
company (ARRT);
(ii) Atalaya Special Purpose Investment Fund LP, a Cayman
Island limited partnership (ASPIF); and
(iii) Atalaya Capital Management LP, a Delaware limited
partnership (ACM).
The agreement among the Reporting Persons relating to the
joint filing of this Statement is attached to this Statement as Exhibit I.
6,164,370 shares of Common Stock are held directly by ARRT
and 10,000 shares of Common Stock underlying warrants are held by
ASPIF (collectively, the Shares). As ARRTs and ASPIFs investment
manager, ACM has the power to vote and direct the disposition of all
Shares held by ARRT and ASPIF.
The principal office and business address of each of the
Reporting Persons is One Rockefeller Plaza, 32nd Floor, New York,
NY 10020. The principal business of the each of the Reporting Persons
is investing in securities.
(d) and (e) During the last five years, none of the Reporting
Persons have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As previously disclosed on June 14, 2021, the Issuer entered
into an Agreement and Plan of Merger, dated June 13, 2021 and as
amended November 26, 2021, (the Merger Agreement) by and among
the Issuer, Blossom Merger Sub, Inc., a Delaware corporation and
direct, wholly-owned subsidiary of Acquiror (Blossom Merger Sub),
Blossom Merger Sub II, LLC, a Delaware limited liability company
and a direct, wholly-owned subsidiary of Acquiror (Blossom Merger
Sub II), and Giddy Inc., a Delaware corporation (Old Boxed). Pursuant
to the Merger Agreement, the parties thereto entered into a business
combination transaction (the Business Combination) pursuant to which,
among other things, Blossom Merger Sub was merged with and into
Old Boxed, with Old Boxed surviving the merger as a wholly owned
subsidiary of the Company and, immediately following such merger,
Old Boxed merged with and into Blossom Merger Sub II, with
Blossom Merger Sub II surviving the merger as a wholly owned
subsidiary of the Company and changing its name to Boxed, LLC. The
Merger Agreement is attached hereto as Exhibit III. The Business
Combination was consummated on December 8, 2021, and beginning
December 9, 2021, the Issuer began trading on the New York Stock
Exchange (NYSE) as BOXD.
Forward Purchase Agreement
On November 28, 2021, the Issuer and ARRT entered into an
agreement (the Forward Purchase Agreement) for a cash-settled OTC
Equity Prepaid Forward Transaction (the Forward Purchase
Transaction). Pursuant to the terms of the Forward Purchase
Agreement, (a) ARRT may purchase Common Stock (the Subject
Shares) of common stock, par value $0.0001 per share, of the Issuer
after the date of the Forward Purchase Agreement from holders of
Common Stock (other than the Issuer or affiliates of the Issuer) who
have redeemed Common Stock or indicated an interest in redeeming
Common Stock pursuant to the redemption rights set forth in the
Issuers Certificate of Incorporation in connection with the Business
Combination (such holders, Redeeming Holders) and (b) ARRT has
agreed to waive any redemption rights with respect to any Subject
Shares in connection with the Business Combination. The number of
Subject Shares shall be no more than the lesser of (i) 10,000,000 and
(ii) the maximum number of Common Stock such that Seller does not
beneficially own greater than 9.9% of the Common Stock on a post-
combination pro forma basis. On December 7, 2021, ARRT delivered
to the Issuer a pricing date notice as contemplated by the Forward
Purchase Transaction indicating that 6,504,768 Subject Shares had
been purchased.
The Forward Purchase Agreement provides that (a) one local
business day following the closing of the Business Combination, the
Issuer will pay to ARRT, out of funds held in the Issuers trust account,
an amount (the Prepayment Amount) equal to the redemption price
(calculated pursuant to Section 9.2 of the Amended and Restated
Certificate of Incorporation of the Issuer) per Share (the Initial Price)
multiplied by the number of Subject Shares on the date of such
prepayment, (b) on the first day of each calendar quarter after the
closing of the Business Combination, the Issuer will pay to ARRT an
amount equal to the Financing Amount (as defined below) that has
accrued during the preceding quarter on the Subject Shares (less any
Terminated Shares (as defined below)) and (c) on the fourth business
day following the last day of the Valuation Period (as defined below),
ARRT will make a cash payment to the Issuer equal to the sum of the
products, for each trading day in a defined valuation period (the
Valuation Period), of (i) a daily settlement price and (ii) a daily number
of Common Stock based on a defined percentage of daily trading
volume of the Common Stock on the NYSE. The daily settlement price
on any day in the Valuation Period will be equal to the lesser of (a) the
volume weighted average price of the Common Stock on the NYSE on
such day minus $0.20 and (b) a forward price per share equal to the
Initial Price plus a financing amount (the Financing Amount), with
respect to the first 5,000,000 Subject Shares only, calculated as the
greater of daily SOFR plus a spread of 300 basis points and zero.
Subject to certain optional early termination provisions, the Valuation
Period will commence on the earlier of (i) the 2-year anniversary of the
closing of the Business Combination and (ii) the date specified by
ARRT in a written notice (not earlier than the day such notice is
effective) that, during any 30 consecutive scheduled trading day-period
following the closing of the Business Combination, the volume
weighted average trading price per share of Common Stock for 20
scheduled trading days during such period shall have been less than
$5.00 per share. The Forward Purchase Agreement is attached hereto as
Exhibit IV. On December 9, 2021, in connection with the closing of the
Business Combination, the Issuer paid to ARRT the Prepayment
Amount.
At any time, and from time to time, after the closing of the
Business Combination, ARRT may sell Subject Shares (or any other
shares of Common Stock or other securities of the Issuer) at its sole
discretion in one or more transactions, publicly or privately, and, in
connection with such sales, terminate the Forward Purchase
Transaction in whole or in part in an amount corresponding to the
number of Subject Shares sold (the Terminated Shares) with notice
required to the Issuer one day following any such sale. On the
settlement date of any such early termination, ARRT will pay to the
Issuer a pro rata portion of the Prepayment Amount (plus quarterly
Financing Amounts previously paid) representing the Forward Price for
the Terminated Shares.
ARRTs obligations to the Issuer under the Forward Purchase
Agreement are secured by perfected liens on (i) the proceeds of any
sale or other disposition of the Subject Shares and (ii) the deposit
account (the Deposit Account) into which such proceeds are required to
be deposited. The Deposit Account is subject to a Deposit Account
Control Agreement in favor of the Issuer.
The foregoing descriptions of the Merger Agreement and Forward
Purchase Agreement (collectively, the Agreements) in this Schedule
13D do not purport to be complete and are qualified in their entirety by
the full text of the Agreements, each of which is attached as an exhibit
to this Schedule 13D and incorporated herein by reference.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities of the Issuer for
investment purposes. Reporting Persons or their affiliates may purchase
additional securities or dispose of securities in varying amounts and at
varying times depending upon Reporting Persons continuing
assessments of pertinent factors, including the availability of shares of
Common Stock or other securities for purchase at particular price levels,
the business prospects of the Issuer, other business investment
opportunities, economic conditions, stock market conditions, money
market conditions, the attitudes and actions of the board of directors
(the Board) and management of the Issuer, the availability and nature
of opportunities to dispose of shares of the Issuer and other plans and
requirements of the particular entities. The Reporting Persons may
discuss items of mutual interest with the Issuer, which could include
items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the
Reporting Persons or their affiliates may change their present intentions
as stated above and they may assess whether to make suggestions to the
management of the Issuer regarding financing, and whether to acquire
additional securities of the Issuer, including shares of Common Stock
(by means of open market purchases, privately negotiated purchases, or
otherwise) or to dispose of some or all of the securities of the Issuer,
including shares of Common Stock, under their control. The Reporting
Persons or their affiliates may seek to acquire other securities of the
Issuer, including other equity, debt, notes or other financial instruments
related to the Issuer or the Common Stock (which may include rights or
securities exercisable or convertible into securities of the Issuer), and/or
sell or otherwise dispose of some or all of such Issuer securities or
financial instruments (which may include distributing some or all of
such securities to such Reporting Persons respective partners or
beneficiaries, as applicable) from time to time, in each case, in open
market or private transactions, block sales or otherwise. Any
transaction that any of the Reporting Persons or their affiliates may
pursue may be made at any time and from time to time without prior
notice and will depend on a variety of factors, including, without
limitation, the price and availability of the Issuers securities or other
financial instruments, the Reporting Persons or such affiliates trading
and investment strategies, subsequent developments affecting the Issuer,
the Issuers business and the Issuers prospects, other investment and
business opportunities available to such Reporting Persons and their
affiliates, general industry and economic conditions, the securities
markets in general, tax considerations and other factors deemed
relevant by such Reporting Persons and such affiliates.
The Reporting Persons intend to review their investment in the
Issuer on an ongoing basis and, in the course of their review, may take
actions (including through their affiliates) with respect to their
investment or the Issuer, including communicating from time to time
with the Board, members of management, other securityholders of the
Issuer, or other third parties, advisors, such as legal, financial,
regulatory, or other advisors, to assist in the review and evaluation of
strategic alternatives. Such discussions and other actions may relate to
various alternative courses of action, including, without limitation,
those related to an extraordinary corporate transaction (including, but
not limited to a merger, reorganization or liquidation) involving the
Issuer or any of its subsidiaries; a sale or transfer of a material portion
of the assets of the Issuer or any of its subsidiaries or the acquisition of
material assets; the formation of joint ventures or other strategic
alliances with the Issuer or any of its subsidiaries; changes in the
present business, operations, strategy, future plans or prospects of the
Issuer, financial or governance matters; changes to the Board or
management of the Issuer; changes to the capitalization, ownership
structure, dividend policy, business or corporate structure or
governance documents of the Issuer; de-listing or de-registration of the
Issuers securities; or any action similar to the foregoing. Such
discussions and actions may be exploratory in nature, and not rise to the
level of a plan or proposal.
Except as described in this Schedule 13D, the Reporting
Persons do not have any present plans or proposals that relate to or
would result in any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D, although, subject to the
agreements described herein, the Reporting Persons, at any time and
from time to time, may review, reconsider and change their position
and/or change their purpose and/or develop such plans and may seek to
influence management of the Issuer or the Board with respect to the
business and affairs of the Issuer and may from time to time consider
pursuing or proposing such matters with advisors, the Issuer or other
persons.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 3 of this Schedule 13D is
incorporated by reference herein.
(a), (b) The responses of the Reporting Persons with respect to
Rows 7 through 13 of the respective cover pages of the individual
Reporting Persons to this Schedule 13D are incorporated herein by
reference.
The Reporting Persons aggregate percentage of beneficial
ownership is approximately 9.0% of the outstanding shares of the
Common Stock. Calculations of the percentage of the shares of
Common Stock beneficially owned assumes 68,427,410 shares of
Common Stock outstanding, based on information included in the
Issuers Current Report on Form 8-K filed on December 14, 2021 and
includes the 10,000 shares of Common Stock issuable upon the
exercise of warrants held by ASPIF.
ARRT may be deemed to have beneficial ownership of
6,164,370 shares of Common Stock. ASPIF may be deemed to have
beneficial ownership of 10,000 shares of Common Stock underlying
warrants exercisable within 60 days. ACM may be deemed to have
beneficial ownership of 6,174,370 shares of Common Stock, including
10,000 shares of Common Stock underlying warrants exercisable
within 60 days.
ARRT:
(i) Amount beneficially owned: 6,164,370
(ii) Percent of Class: 9.0%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 6,164,370
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 6,164,370
ASPIF:
(i) Amount beneficially owned: 10,000
(ii) Percent of Class: 0.0%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 10,000
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 10,000
ACM:
(i) Amount beneficially owned: 6,174,370
(ii) Percent of Class: 9.0%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 6,174,370
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 6,174,370
Each of the Reporting Persons expressly disclaims beneficial
ownership of all of the shares of Common Stock included in this
Schedule 13D, other than the shares of Common Stock held of record
by such Reporting Person, and the filing of this Schedule 13D shall not
be construed as an admission that any such person is, for the purposes
of sections 13(d) or 13(g) of the Exchange Act of 1934, as amended,
the beneficial owner of any securities covered by this Schedule 13D.
(c) During the 60 days preceding the date of this Schedule 13D,
the Reporting Persons in aggregate effected the following transactions
of Seven Oaks Acquisition Corp. Class A common stock, par value
$0.0001 per share, or, following the Business Combination, Common
Stock of the Issuer, as applicable:
(i) December 6, 2021, purchased 6,504,768 shares;
(ii) December 9, 2021, sold 340,398 shares; and
The purchase occurred at a price of $10.00 per share.
The sales occurred at prices ranging from $13.0619 to $13.502
per share.
On December 7, 2021, 6,164,370 shares of Class A Common
Stock held by the ARRT were exchanged for Common Stock of the
Issuer on a share-for-share basis.
(d) To the best knowledge of the Reporting Persons, no one
other than the Reporting Persons, or the partners, members, affiliates or
shareholders of the Reporting Persons, is known to have the right to
receive, or the power to direct the receipt of, dividends from, or
proceeds from the sale of, the shares of Common Stock reported herein
as beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
Item 3 above summarizes certain provisions of the Agreements
and each is incorporated herein by reference. A copy of each agreement
is attached as an exhibit hereto and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit No.
Description
Exhibit I Joint Filing Agreement by and among the Reporting Persons.
Exhibit II Power of Attorney.
Exhibit III Agreement and Plan of Merger, as amended, dated as
of June 13, 2021, by and between the Issuer, Blossom
Merger Sub, Blossom Merger Sub II, LLC, and Giddy
Inc., (incorporated by reference to Exhibit 2.1 to the
Issuers Current Report on Form 8-K filed on June 14,
2021).
Exhibit IV Forward Purchase Agreement, dated as of November
28, 2021, by and between the Issuer and ARRT
(incorporated by reference to Exhibit 10.1 to the
Issuers Current Report on Form 8-K filed on
November 29, 2021).
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
Dated: December 14, 2021
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned
that the Schedule 13D filed with the Securities and Exchange
Commission on or about the date hereof with respect to the beneficial
ownership by the undersigned of the Common Stock, par value $0.0001
per share, of Boxed, Inc., a Delaware corporation, is being filed and all
amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be
executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
Dated: December 14, 2021
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
EXHIBIT II
POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued
by Boxed, Inc. (the Company), the undersigned hereby constitutes and
appoints Jerry Cammarata, Andrew Weksler, Steven Segaloff and
Drew Phillips, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigneds true and
lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, Schedules
13D and 13G in accordance with Section 13 of the
Securities Exchange Act of 1934, as amended (the
Exchange Act), and the rules thereunder, and Forms 3, 4,
and 5 in accordance with Section 16 of the Exchange Act
and the rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to
complete and execute any such Schedule 13D or 13G or
Form 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such schedule or
form with the SEC and any stock exchange or similar
authority; and
3. take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution and resubstitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorneys-in-fact substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers
herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigneds
responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Schedule 13D and
13G and Forms 3, 4, and 5 with respect to the undersigneds holdings of
and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 14th day of December,
2021.
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory