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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/17/20 Seven Oaks Acquisition Corp. S-1MEF 12/17/20 3:66K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-1MEF Registration Statement to Add Securities to a HTML 28K
Prior Form S-1 Registration
2: EX-5.1 Opinion of Counsel re: Legality HTML 14K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
As filed with the Securities and Exchange Commission on December 17, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SEVEN OAKS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 85-3316188 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(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 Dominick P. DeChiara |
Douglas S. Ellenoff Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor Tel: (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-251062
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x | Smaller reporting company x | |
| Emerging growth company x |
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. ¨
C:
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | Amount Being Registered | Proposed Maximum Offering Price per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(5) | ||||||||||||
| Units, each consisting of one share of Class A common stock, $.0001 par value, and one-half of one redeemable warrant(2) | 2,875,000 Units | $ | 10.00 | $ | 28,750,000 | $ | 3,136.63 | |||||||||
| Shares of Class A common stock included as part of the units(3) | 2,875,000 Shares | — | — | — | (4) | |||||||||||
| Redeemable Warrants included as part of the units(3) | 1,437,500 Warrants | — | — | — | (4) | |||||||||||
| Total | $ | 28,750,000 | $ | 3,136.63 | (5) | |||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents only the additional number of securities being registered and includes 375,000 units, consisting of 375,000 shares of Class A common stock and 187,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251062). |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 in its Registration Statement on Form S-1, as amended (File No. 333-251062), which was declared effective by the Securities and Exchange Commission on December 17, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
C:
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 2,875,000 additional units, consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant of Seven Oaks Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended and General Instruction V to Form S-1, including 375,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50. Warrants may be exercised only for a whole number of shares of Class A common stock. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251062) (the “Prior Registration Statement”), initially filed by the Registrant on December 1, 2020 and declared effective by the Securities and Exchange Commission on December 17, 2020. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of December 18, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than December 18, 2020.
C:
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-251062) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
| Exhibit No. | Description | ||
| 5.1 | Opinion of Winston & Strawn LLP. | ||
| 23.1 | Consent of Marcum LLP. | ||
| 23.2 | Consent of Winston & Strawn LLP (included on Exhibit 5.1). | ||
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17th day of December, 2020.
| SEVEN OAKS ACQUISITION CORP. | ||
| By: | s/ Gary S. Matthews | |
| Gary S. Matthews | ||
| Chief Executive Officer, Chairman and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | |||
| s/ Gary S. Matthews | Chief Executive Officer, Chairman and Director | December 17, 2020 | |||
| Gary Matthews | (Principal Executive Officer) | ||||
| * | Chief Financial Officer | December 17, 2020 | |||
| Andrew Pearson | (Principal Financial and Accounting Officer) | ||||
| * | Director | December 17, 2020 | |||
| Mark Hauser | |||||
| *By: | Gary S. Matthews | ||||
| Name: Gary S. Matthews | |||||
| Title: Attorney-In-Fact | |||||
C:
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/18/20 | EFFECT | |||
| Filed on / Effective on: | 12/17/20 | 3, 8-A12B, 8-K, CERT, EFFECT | ||
| 12/1/20 | CORRESP, DRS, S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/01/20 Boxed, Inc. S-1 2:1.7M Toppan Merrill/FA |