Giddy Inc. entered into term sheet agreement to acquire Seven Oaks Acquisition Corp. (NasdaqCM:SVOK) from group of sellers in a reverse merger transaction on March 8, 2021. Giddy Inc. entered into a agreement to acquire Seven Oaks Acquisition Corp. in a reverse merger transaction for approximately $540 million on June 13, 2021. Post-completion, Giddy shareholders will own 62% in the shareholding of Seven Oaks. Under the terms of the proposed transaction, Boxed and Seven Oaks will merge with a pro forma combined equity value of approximately $900 million. The combined company is expected to receive $334 million in net cash proceeds from a combination of Seven Oaks' cash in trust of approximately $259 million, assuming no redemptions by Seven Oaks' public stockholders, as well as a $120 million fully committed private placement financing and convertible notes issuance with Giddy and Seven Oaks equity rolling into the deal. 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, as outlined below. 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. 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.

The combined company will be called Boxed, Inc. and its common stock and warrants are expected to list on the NYSE under the new ticker symbols “BOXD” and “BOXD WS”, respectively. Boxed will continue to be led by Chieh Huang, Boxed's Chief Executive Officer. Gary Matthews, Chairman and Chief Executive Officer of Seven Oaks Acquisition Corp., will serve as Boxed's Chairman of the Board when the business combination is complete. The Merger Agreement has been approved by SVOK's and Boxed's board of directors. The closing of the Business Combination is subject to approval by SVOK's and Boxed stockholders, the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the shares of Class A common stock of New Boxed to be issued in connection with the Business Combination having been approved for listing on the Nasdaq Capital Market and other conditions  including the receipt of certain regulatory approvals. As of November 9, 2021, Giddy Inc. and Seven Oaks Acquisition Corp. announced that the Securities and Exchange Commission on November 9, 2021 declared effective the Registration Statement on Form S-4. The shareholders meeting of Seven Oaks is scheduled on December 7, 2021. As of December 2, 2021, Seven Oaks Acquisition will voluntarily transfer the listing of its Class A common stock and public warrants from the Nasdaq Capital Market (“Nasdaq”) to the New York Stock Exchange (“NYSE”) in connection with, and upon the closing of, the previously announced business combination. As of December 7, 2021, the shareholders of Seven Oaks Acquisition approved the deal. The transaction is expected to close in the fourth quarter of 2021. As of November 29, 2021, the transaction is expected to close in December 2021. Jason Osborn, David Sakowitz, Dom DeChiara, Kristan Laden, Kristi Mankowske, Jessica Diedrich, Joseph Dimont, Eric Kaufman, Maria Kenny, Ann Nenoff, Samantha Phillips, Sam Falcon Trimbach, David A. Sakowitz, Jason D. Osborn and Dominick DeChiara of Winston & Strawn LLP acted as legal advisors to Seven Oaks. Justin Hamill, Chad Rolston, Marc Jaffe, Drew Capurro, Reza Mojtabaee-Zamani, Grace Lee, Austin Ozawa and Michelle Gross of Latham & Watkins LLP acted as legal advisors and Citi and PJ Solomon are acting as financial advisors to Boxed. Wells Fargo Securities, Nomura and JonesTrading Institutional Services are acting as financial advisors to Seven Oaks. Morrow & Co., LLC acted as information agent to Seven Oaks. Continental Stock Transfer & Trust Company acted as transfer agent to Seven Oaks.