BOXD / Boxed Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock ("Common Stock") of Boxed, Inc.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class Warrants, each whole warrant exercisable to purchase one share of Common Stock at an exercise price of $11.

ASSET PURCHASE AGREEMENT dated as of April 5, 2023 by and BOXED, INC. SPRESSO, LLC TABLE OF CONTENTS

Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT dated as of April 5, 2023 by and between BOXED, INC. and SPRESSO, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Certain Defined Terms 1 SECTION 1.02 Terms Generally 12 ARTICLE II PURCHASE AND SALE OF TRANSFERRED ASSETS; ASSUMPTION OF ASSUMED LIABILITIES 13 SECTION 2.01 Purchase and Sale of Transferred Assets; Exclusion of Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 18 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 16 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

Boxed, Inc. to Execute Sale of Spresso Software Business Through Voluntary Chapter 11 Process Company winding down retail operations in orderly manner

Exhibit 99.1 Boxed, Inc. to Execute Sale of Spresso Software Business Through Voluntary Chapter 11 Process Company winding down retail operations in orderly manner New York, April 2, 2023 (GLOBE NEWSWIRE) – Boxed, Inc. (“Boxed” or the “Company”), an e-commerce technology company that provides bulk pantry consumables to business and household customers, announced today that it, and all of its subsi

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 15 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 17 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 16 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 14 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 13 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 15 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 12 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 14 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

Boxed, Inc. March __, 2023

Exhibit 10.1 Boxed, Inc. March , 2023 [Employee Name] [Employee Address] Re: Retention Payment Dear [•]: To reinforce your continued attention and dedication to Boxed, Inc. (the “Company”), you will be eligible to receive a one-time cash payment from the Company, subject to the terms and conditions set forth in this letter agreement (this “Retention Payment Letter”). Capitalized terms not otherwis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Number)

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 11 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

Boxed, Inc.

424B3 1 brhc10049376424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 13 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 Boxed, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-3316188

SVOK / Seven Oaks Acquisition Corp - Class A / HAMILTON LANE ADVISORS LLC - SC 13D/A Activist Investment

SC 13D/A 1 hl-boxedincschedule13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Boxed, Inc. (Name of Issuer) Common Stock, $0.0001 par value p

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments and attachments thereto) with respect to the common stock of Boxed, Inc.

BOXD / Boxed, Inc. Common Stock / PEPSICO INC - SC 13G/A Passive Investment

SC 13G/A 1 pepsicoschedule13ga-boxedi.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Boxed, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 103174108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

BOXD / Boxed, Inc. Common Stock / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Boxed Inc. Title of Class of Securities: Common Stock CUSIP Number: 103174108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c

BOXED, INC. 14,000,000 Shares Common Stock Offered by the Selling Securityholders

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-269486 PROSPECTUS BOXED, INC. 14,000,000 Shares Common Stock Offered by the Selling Securityholders The selling securityholders may offer and sell up to 14,000,000 shares of common stock, having a par value of $0.0001 per share, issuable upon exercise of warrants to purchase shares of common stock. This prospectus provides y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2023 (February 1, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2023 (February 1, 2023) Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission Fi

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 10 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 12 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

Boxed, Inc. 61 Broadway, Floor 30 New York, New York 10006

Boxed, Inc. 61 Broadway, Floor 30 New York, New York 10006 February 3, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Kate Beukenkamp Re: Boxed, Inc. Registration Statement on Form S-3 (Registration No. 333-269486) Ladies and Gentlemen: In accordance with Rule 461 under the Securit

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Boxed, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security(2) Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Eq

As filed with the Securities and Exchange Commission on January 31, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 31, 2023 Registration No.

Second Lien Credit Agreement, dated January 20, 2023, by and among Boxed, LLC, Boxed, Inc., FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd. and Wilmington Savings Fund Society, FSB

Exhibit 10.1 SECOND LIEN CREDIT AGREEMENT dated as of January 20, 2023, among BOXED, LLC, as Borrower, BOXED, INC., as Parent, THE LENDERS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent 4857-2517-3829.v14 Table of Contents Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 25 SECTION 1.03. Pro Forma Calculations 25 SECTION 1.04.

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS COMMON STOCK PURCHASE WARRANT NOR THE SECURITIES AS TO WHICH THIS COMMON STOCK PURCHASE WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STA

Registration Rights Agreement, dated January 20, 2023, by and between Boxed, Inc., Boxed, LLC, and FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2023, is made and entered into by and between Boxed, Inc., a Delaware corporation (the “Company”), the holders listed on the signature pages hereto, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (the “Holders”

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)   Registration No. 333-265331 PROSPECTUS  SUPPLEMENT NO. 9 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS SUPPLEMENT NO. 11 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Second Lien Credit Agreement, dated January 20, 2023, by and among Boxed, LLC, Boxed, Inc., FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd. and Wilmington Savings Fund Society, FSB

Exhibit 10.1 SECOND LIEN CREDIT AGREEMENT dated as of January 20, 2023, among BOXED, LLC, as Borrower, BOXED, INC., as Parent, THE LENDERS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent 4857-2517-3829.v14 Table of Contents Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 25 SECTION 1.03. Pro Forma Calculations 25 SECTION 1.04.

First Amendment to Credit Agreement, dated January 20, 2023, by and among Boxed, LLC, Boxed, Inc., Ashbrook Commerce Solutions LLC, Jubilant LLC, Boxed Max LLC, the lenders party thereto, and Alter Domus (US) LLC

Exhibit 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of January 20, 2023 (this “Amendment”), is entered into by and among BOXED, LLC (f/k/a Blossom Merger Sub II, LLC), a Delaware limited liability company (as successor by merger to Giddy Inc., a Delaware corporation, the “Borrower”), BOXED, INC. (f/k/a Seven Oaks Acquisition Corp.), a Delaware corpor

Registration Rights Agreement, dated January 20, 2023, by and between Boxed, Inc., Boxed, LLC, and FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2023, is made and entered into by and between Boxed, Inc., a Delaware corporation (the “Company”), the holders listed on the signature pages hereto, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (the “Holders”

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS COMMON STOCK PURCHASE WARRANT NOR THE SECURITIES AS TO WHICH THIS COMMON STOCK PURCHASE WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STA

First Amendment to Credit Agreement, dated January 20, 2023, by and among Boxed, LLC, Boxed, Inc., Ashbrook Commerce Solutions LLC, Jubilant LLC, Boxed Max LLC, the lenders party thereto, and Alter Domus (US) LLC

Exhibit 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of January 20, 2023 (this “Amendment”), is entered into by and among BOXED, LLC (f/k/a Blossom Merger Sub II, LLC), a Delaware limited liability company (as successor by merger to Giddy Inc., a Delaware corporation, the “Borrower”), BOXED, INC. (f/k/a Seven Oaks Acquisition Corp.), a Delaware corpor

First Amendment to Credit Agreement, dated January 20, 2023, by and among Boxed, LLC, Boxed, Inc., Ashbrook Commerce Solutions LLC, Jubilant LLC, Boxed Max LLC, the lenders party thereto, and Alter Domus (US) LLC

Exhibit 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of January 20, 2023 (this “Amendment”), is entered into by and among BOXED, LLC (f/k/a Blossom Merger Sub II, LLC), a Delaware limited liability company (as successor by merger to Giddy Inc., a Delaware corporation, the “Borrower”), BOXED, INC. (f/k/a Seven Oaks Acquisition Corp.), a Delaware corpor

Registration Rights Agreement, dated January 20, 2023, by and between Boxed, Inc., Boxed, LLC, and FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2023, is made and entered into by and between Boxed, Inc., a Delaware corporation (the “Company”), the holders listed on the signature pages hereto, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (the “Holders”

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS COMMON STOCK PURCHASE WARRANT NOR THE SECURITIES AS TO WHICH THIS COMMON STOCK PURCHASE WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STA

Second Lien Credit Agreement, dated January 20, 2023, by and among Boxed, LLC, Boxed, Inc., FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd. and Wilmington Savings Fund Society, FSB

Exhibit 10.1 SECOND LIEN CREDIT AGREEMENT dated as of January 20, 2023, among BOXED, LLC, as Borrower, BOXED, INC., as Parent, THE LENDERS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent 4857-2517-3829.v14 Table of Contents Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 25 SECTION 1.03. Pro Forma Calculations 25 SECTION 1.04.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2023 Boxed, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2023 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-33161

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 8 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 10 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2022 Boxed, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Numb

Boxed, Inc. Announces Receipt of Continued Listing Standard Notice from NYSE

Exhibit 99.1 Boxed, Inc. Announces Receipt of Continued Listing Standard Notice from NYSE New York, November 25, 2022 - Boxed, Inc. (NYSE: BOXD, BOXD WS) (“Boxed” or the “Company”), the commerce technology company specializing as both an e-commerce retailer and e-commerce enabler, today announced that the Company received a written letter from the New York Stock Exchange (the “NYSE”) that it is no

Boxed, Inc. Non-Employee Director Compensation Policy.

Exhibit 10.1 Boxed, Inc. Non-Employee Director Compensation Policy (as amended through September 15, 2022) Non-employee members of the board of directors (the ?Board?) of Boxed, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this Policy shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 9 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 7 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

Boxed, Inc. Announces Third Quarter 2022 Financial Results Retail Gross Profit Increased YoY by 88.8% Retail Gross Margin Increased YoY by 503 Basis Points Gross Merchandise Value Increased YoY by 8.3% to $49.0 million Retail Net Revenue Increased Yo

Exhibit 99.1 Boxed, Inc. Announces Third Quarter 2022 Financial Results Retail Gross Profit Increased YoY by 88.8% Retail Gross Margin Increased YoY by 503 Basis Points Gross Merchandise Value Increased YoY by 8.3% to $49.0 million Retail Net Revenue Increased YoY by 8.9% to $41.6 million Retail Net Revenue per Active Customer Increased YoY by 38.4% to $336 New York, November 9, 2022 – Boxed, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 Boxed, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-33161

Boxed, Inc. Announces Receipt of Continued Listing Standard Notice from NYSE Intends to Cure Deficiency and Return to Compliance with NYSE Listing Standard

Exhibit 99.1 Boxed, Inc. Announces Receipt of Continued Listing Standard Notice from NYSE Intends to Cure Deficiency and Return to Compliance with NYSE Listing Standard New York, October 14, 2022 - Boxed, Inc. (NYSE: BOXD, BOXD WS) (“Boxed” or the “Company”), an online platform which sells household consumables in bulk and licenses its e-commerce software through its Spresso Software and Services

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 6 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 Boxed, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Commission File Numbe

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 8 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 5 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 7 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-331

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 6 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Termination of a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2022 (August 11, 2022) Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 4 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

Boxed, Inc. Announces Second Quarter 2022 Financial Results Gross Merchandise Value Increased YoY by 19.4% to $52.7 million Retail Net Revenue Increased YoY by 11.2% to $43.6 million Reveals Strategic Vision to Accelerate Path to Profitability and Po

Exhibit 99.1 Boxed, Inc. Announces Second Quarter 2022 Financial Results Gross Merchandise Value Increased YoY by 19.4% to $52.7 million Retail Net Revenue Increased YoY by 11.2% to $43.6 million Reveals Strategic Vision to Accelerate Path to Profitability and Positive Free Cash Flow New York, August 9, 2022 ? Boxed, Inc. (NYSE: BOXD, BOXD WS) (?Boxed? or the ?Company?), the commerce technology co

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 3 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-3316188

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 5 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ny20004669x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 2 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2022 (August 3, 2022) Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File N

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 4 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 3 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 PROSPECTUS? SUPPLEMENT NO. 1 (to prospectus dated June 15, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265331). This prospectus supplement is being filed t

Boxed Announces the Appointment of AEON Executive to its Board

Exhibit 99.1 Boxed Announces the Appointment of AEON Executive to its Board NEW YORK, July 15, 2022 (GLOBE NEWSWIRE) - Boxed, Inc. (NYSE:BOXD, BOXD WS) (?Boxed? or the ?Company?), an online platform which sells household consumables in bulk and licenses its e-commerce software to enterprise retailers, today announced the addition of Tsukasa Ojima, Executive Officer, Business Development and Brandi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2022 (July 13, 2022) Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Num

Boxed, Inc. Up to 15,000,000 Shares of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-265331 ? ? Prospectus Boxed, Inc. Up to 15,000,000 Shares of Common Stock ? This prospectus relates to the potential offer and sale from time to time by The Jones Group Ventures LLC, a Delaware limited liablity company, (?Jones Group? or the ?Holder?) of up to 15,000,000 shares of our common stock, $0.0001 par value per shar

Boxed, Inc. 451 Broadway, Floor 2 New York, NY 10013

Boxed, Inc. 451 Broadway, Floor 2 New York, NY 10013 June 13, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Alyssa Wall Re: Boxed, Inc. Registration Statement on Form S-1 (File No. 333- 265331) To the addressee set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended,

Boxed, Inc. 451 Broadway, Floor 2 New York, NY 10013

Boxed, Inc. 451 Broadway, Floor 2 New York, NY 10013 June 9, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Alyssa Wall Re: Boxed, Inc. Registration Statement on Form S-1 (File No. 333- 265331) To the addressee set forth above: Reference is made to the request for acceleration filed by Boxed, Inc. as

Boxed, Inc. 451 Broadway, Floor 2 New York, NY 10013

Boxed, Inc. 451 Broadway, Floor 2 New York, NY 10013 June 6, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Alyssa Wall Re: Boxed, Inc. Registration Statement on Form S-1 (File No. 333- 265331) To the addressee set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended,

Filing Fee Table

EX-FILING FEES 4 boxd-20220523xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Boxed, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price(

As filed with the Securities and Exchange Commission on May 31, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 31, 2022 Registration No.

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 2 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Boxed, Inc.

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823 PROSPECTUS? SUPPLEMENT NO. 1 (to prospectus dated April 29, 2022) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). This prospectus supplement is being filed

Common Stock Purchase Agreement, dated May

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 9, 2022 (this ?Agreement?), by and between The Jones Group Ventures LLC, a Delaware limited liability company (the ?Investor?), and Boxed, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, the parties desire that, upon the terms and subject to the conditions and limita

Registration Rights Agreement, dated May 9, 2022, by and between The Jones Group Ventures LLC and Boxed, Inc.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 9, 2022, is by and between The Jones Group Ventures LLC, a Delaware limited liability company (the ?Investor?), and Boxed, Inc., a Delaware corporation (the ?Company?). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of

, 2022, by and between Boxed, Inc. and Mark Zimowski.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of February 15, 2022, is made by and between Boxed, Inc. (the ?Company?), and Mark Zimowski (?Executive?). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below). WHEREAS, the Company has entered into a Plan of Merger by and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 (May 9, 2022) Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-3316188 (

Boxed, Inc. Announces First Quarter 2022 Financial Results Gross Merchandise Value (“GMV”) Increased YoY by 19.2% to $53.4 million Retail Net Revenue per Active Customer Increased YoY by 32.4% to $276 Net Revenue Increased YoY by 14.1% to $46.6 milli

Exhibit 99.1 Boxed, Inc. Announces First Quarter 2022 Financial Results Gross Merchandise Value (?GMV?) Increased YoY by 19.2% to $53.4 million Retail Net Revenue per Active Customer Increased YoY by 32.4% to $276 Net Revenue Increased YoY by 14.1% to $46.6 million First Quarter YoY Gross Profit Growth of 23.7% Maintains Fiscal Year 2022 Guidance New York, May 10, 2022 ? Boxed, Inc. (NYSE: BOXD, B

Boxed, Inc. Up to 69,764,465 Shares of Common Stock Up to 5,587,500 Private Placement

Filed pursuant to Rule 424(b)(3) Registration No. 333-261823 PROSPECTUS Boxed, Inc. Up to 69,764,465 Shares of Common Stock Up to 5,587,500 Private Placement Warrants This prospectus relates to (i) the resale of 37,388,549 shares of common stock, par value $0.0001 per share (the ?Common Stock?) issued in connection with the Merger (as defined below) by certain of the securityholders named in this

As filed with the Securities and Exchange Commission on April 18, 2022

As filed with the Securities and Exchange Commission on April 18, 2022 Registration No.

As filed with the Securities and Exchange Commission on March 15, 2022

POS EX 1 boxd-posex.htm POS EX As filed with the Securities and Exchange Commission on March 15, 2022 Registration No. 333-261823 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 5961 85-3316188 (State

Boxed, Inc. 2021 Employee Stock Purchase Plan.

Exhibit 10.8 BOXED, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an

As filed with the Securities and Exchange Commission on March 15, 2022

As filed with the Securities and Exchange Commission on March 15, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Boxed, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-398

Giddy Inc. 2013 Equity Incentive Plan.

EX-10.9 5 ex109boxdfy21-10k.htm EX-10.9 Exhibit 10.9 GIDDY INC. 2013 EQUITY INCENTIVE PLAN As Adopted on April 22, 2013 As Amended and Restated October 6, 2016 As Amended and Restated February 15, 2017 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company,

Amended and Restated Registration Rights Agreement, dated as of December 8, 2021, by and among the Registrant and the holders party thereto.

Exhibit 10.12 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 8, 2021, is made and entered into by and among Boxed, Inc., a Delaware corporation (the ?Company?) (formerly known as Seven Oaks Acquisition Corp., a Delaware corporation), Seven Oaks Sponsor LLC, a Delaware limited liability company (the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-3316188

Boxed, Inc. Announces Fourth Quarter and Fiscal Year 2021 Financial Results Completion of Business Combination in December 2021 Delivering Liquidity to Support Growth Investments Successful Software & Services Launch Generates $20.3 Million in Fiscal

Exhibit 99.1 Boxed, Inc. Announces Fourth Quarter and Fiscal Year 2021 Financial Results Completion of Business Combination in December 2021 Delivering Liquidity to Support Growth Investments Successful Software & Services Launch Generates $20.3 Million in Fiscal Year 2021 Net Revenue Fourth Quarter YoY Gross Profit Growth of 50.4% Fourth Quarter YoY Average Order Value Increased by 11.5% to $131

Boxed, Inc. 2021 Incentive Award Plan.

Exhibit 10.7 BOXED, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. ELIGIBILITY Service

Offer Letter, dated as of September 23, 2016, by and between Giddy Inc. and Mark Zimowski.

Exhibit 10.13 September 22, 2016 Re: Offer of Employment by Giddy Inc. Dear Mark: I am very pleased to confirm our offer to you of employment with Giddy Inc. (the "Company"). You will initially report to Naeem Ishaq in the position of Senior Finance & strategy Analyst. This is a full-time exempt position. The terms of our offer and the benefits currently provided by the Company are as follows: 1.S

The description of our common stock contained in our “Description of Securities” filed as Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2021 and any amendment or report filed with the SEC for the purpose of updating the description.

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a description of the capital stock of Boxed, Inc. (?Boxed,? the ?Company,? ?we,? ?us,? and ?our?) and certain provisions of our amended and restated certificate of incorporation (the ?certificate of incorporation?), our amended and restated by

Boxed, Inc.

424B3 1 boxd424b3-31522.htm 424B3 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-261823 PROSPECTUS  SUPPLEMENT NO. 2 (to prospectus dated December 30, 2021) Boxed, Inc. This prospectus supplement updates, amends and supplements the prospectus dated December 30, 2021 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823). T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2022 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-3316

SVOKU / Seven Oaks Acquisition Corp. Unit / AEON CO., LTD. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Boxed, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 81787X205 (CUSIP Number) Nobuaki Hara AEON Co., Ltd. 1-5-1, Nakase, Mihama-ku Chiba City, Chiba 261-8515 +81-43-212-6085 with a copy to: Charles S. Kaufman Lexcuity PC 5250 Lankershim

BOXD / Seven Oaks Acquisition Corp - Class A / Park West Asset Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Boxed, inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 103174108 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

BOXD / Seven Oaks Acquisition Corp - Class A / ARISTEIA CAPITAL LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Boxed, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 103174108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

BOXD / Seven Oaks Acquisition Corp - Class A / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Boxed Inc (F/K/A SEVEN OAKS ACQUISITION CORP.) (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 103174108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the approp

BOXED, INC. Up to 69,897,331 Shares of Common Stock Up to 5,587,500 Private Placement Warrants

Prospectus Supplement No. 1 (to Prospectus dated December 30, 2021) Filed Pursuant to Rule 424(b)(3) Registration No. 333-261823 BOXED, INC. Up to 69,897,331 Shares of Common Stock Up to 5,587,500 Private Placement Warrants This prospectus supplement updates, amends and supplements the prospectus dated December 30, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S

BOXD / Seven Oaks Acquisition Corp - Class A / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seven Oaks Acquisition Corp. (Name of Issuer) Unit=1 class A common stock and 1.5 redeemable warrants (Title of Class of Securities) 81787x205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

Boxed, Inc. Up to 69,897,331 Shares of Common Stock Up to 5,587,500 Private Placement Warrants

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261823? PROSPECTUS Boxed, Inc. Up to 69,897,331 Shares of Common Stock Up to 5,587,500 Private Placement Warrants ? This prospectus relates to (i) the resale of 37,388,549 shares of common stock, par value $0.0001 per share (the ?Common Stock?) issued in connection with the Merger (as defined below) by certain of the securit

Boxed, Inc. 451 Broadway New York, NY 10013 December 28, 2021

Boxed, Inc. 451 Broadway New York, NY 10013 December 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Nicholas Lamparski Re: Boxed, Inc. Registration Statement on Form S-1 File No. 333-261823 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules and Regulati

As filed with the Securities and Exchange Commission on December 21, 2021

Table of Contents As filed with the Securities and Exchange Commission on December 21, 2021 Registration No.

Boxed, Inc. 2021 Employee Stock Purchase Plan.

Exhibit 10.8 ? BOXED, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ? ARTICLE I. PURPOSE ? The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify

Form of Boxed, Inc. Stock Option Grant Notice under the 2021 Incentive Award Plan.

Exhibit 10.7(a) BOXED, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Boxed, Inc. (the ?Company?). The Company has granted to the participant listed below (?Participant?) the stock

Form of Boxed, Inc. Restricted Stock Unit Grant Notice under the 2021 Incentive Award Plan (Non-Employee Directors).

Exhibit 10.7(c) BOXED, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Boxed, Inc. (the ?Company?). The Company has granted to the participant listed below (?Partic

Amended and Restated Bylaws of Boxed, Inc.

? Exhibit 3.2 ? Amended and Restated ? Bylaws ? of ? Boxed, Inc. ? (a Delaware corporation) ? ? ? ? Table of Contents Page ? ? ? ? ? Article I - Corporate Offices 1 ? ? 1.1 Registered Office ? 1 1.2 Other Offices ? 1 ? ? ? ? Article II - Meetings of Stockholders 1 ? ? 2.1 Place of Meetings ? 1 2.2 Annual Meeting ? 1 2.3 Special Meeting ? 1 2.4 Notice of Business to be Brought before a Meeting ? 2

Form of Boxed, Inc. Restricted Stock Unit Grant Notice under the 2021 Incentive Award Plan.

Exhibit 10.7(b) BOXED, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Boxed, Inc. (the ?Company?). The Company has granted to the participant listed below (?Partic

Boxed, Inc. 2021 Incentive Award Plan.

Exhibit 10.7 BOXED, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. ELIGIBILITY Service

SVOK / Seven Oaks Acquisition Corp. Class A / HAMILTON LANE ADVISORS LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Boxed, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 81787X106 (CUSIP Number) Lyd

JOINT FILING AGREEMENT

EX-1 2 hl-boxedincschedule13dxex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments and attachments thereto) with respect to the common stock of Boxed, Inc, and further agree that this

BOXD / Seven Oaks Acquisition Corp - Class A / PEPSICO INC - SC 13G Passive Investment

SC 13G 1 pepsicoschedule13g-boxedinc.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Boxed, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 103174108 (CUSIP Number) December 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the

Form of Warrant Certificate.

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BOXED, INC. Incorporated Under the Laws of the State of Delaware CUSIP 103174 116 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder

Boxed, Inc. Code of Business Conduct and Ethics.

Exhibit 14.1 Boxed, Inc. Code of Business Conduct and Ethics I. Introduction A. Purpose This Code of Business Conduct and Ethics (the ?Code?) contains general guidelines for conducting the business of Boxed, Inc. (the ?Company? or ?we?) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable law

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in the Current Report on Form 8-K filed December 14, 2021. Introduction The following unaudited pro forma condensed combined financial information presents the combination of the financial information of SVOK and Old Boxed, a

3

Exhibit 99.1 Giddy Inc. d/b/a Boxed Condensed Consolidated Financial Statements as of September 30, 2021 and December 31, 2020 and for the Three and Nine Months Ended September 30, 2021, and 2020 (Unaudited) GIDDY INC. d/b/a BOXED TABLE OF CONTENTS Page??????? CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBE

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2021 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39817 (Commission File Number) 85-33161

Boxed, Inc. Non-Employee Director Compensation Policy.

Exhibit 10.18 Boxed, Inc. Non-Employee Director Compensation Policy Non-employee members of the board of directors (the ?Board?) of Boxed, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, aut

Boxed, Inc. 2021 Employee Stock Purchase Plan.

?? Exhibit 10.8? BOXED, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as

Indenture, dated as of December 8, 2021, between the Registrant and U.S. Bank National Association.

Exhibit 4.4 Execution Version SEVEN OAKS ACQUISITION CORP. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 8, 2021 7.00% Convertible Senior Notes due 2026 CONTENTS Page Article 1. DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01 DEFINITIONS 1 Section 1.02 OTHER DEFINITIONS 13 Section 1.03 RULES OF CONSTRUCTION 14 Article 2. THE NOTES 14 Section 2.01 FORM, DA

Specimen Common Stock Certificate.

Exhibit 4.1 CERTIFICATE NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 103174 108 BOXED, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the ?Common Stock?), of Boxed, Inc., a Delaware corporation (the ?Company?), transferable on the books of the Co

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.3 Management?s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in Exhibit 99.1 (our ?Consolidated Financial Statements?). This discussion contain

Boxed, Inc. 2021 Incentive Award Plan.

?? Exhibit 10.7? BOXED, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. ELIGIBILITY Ser

Amended and Restated Certificate of Incorporation of Boxed, Inc.

Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION OF Boxed, INC. ARTICLE I The name of the corporation is Boxed, Inc. (the ?Corporation?). ARTICLE II The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware 19808, and the name of its registered agent at such address is Corpo

Amended and Restated Bylaws of Boxed, Inc.

Exhibit 3.2 Amended and Restated of Boxed, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Board of Directors

Amended and Restated Registration Rights Agreement, dated as of December 8, 2021, by and among the Registrant and the holders party thereto.

? Exhibit 10.12? AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 8, 2021, is made and entered into by and among Giddy Inc., a Delaware corporation (the ?Company?) (formerly known as Seven Oaks Acquisition Corp., a Delaware corporation), Seven Oaks Sponsor LLC, a Delaware limited liability company (t

Boxed Announces Closing of Business Combination Boxed Commences Trading on the New York Stock Exchange Under the New Ticker “BOXD” on December 9, 2021

Exhibit 99.4 Boxed Announces Closing of Business Combination Boxed Commences Trading on the New York Stock Exchange Under the New Ticker ?BOXD? on December 9, 2021 New York, December 8, 2021 ? Boxed, Inc. (NYSE: BOXD, BOXD WS) (?Boxed? or the ?Company?), an e-commerce grocery platform which sells bulk consumables and licenses its e-commerce software to enterprise retailers, today announced that it

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF BOXED, INC. Name of Subsidiary Jurisdiction of Organization Boxed, LLC Delaware Jubilant LLC Delaware Ashbrook Commerce Solutions LLC Delaware BOXED MAX LLC Delaware

Letter from Marcum LLP to the Securities and Exchange Commission.

Exhibit 16.1 December 14, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Boxed, Inc. (formerly Seven Oaks Acquisition Corp.), under Item 4.01 of its Form 8-K filed December 14, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on December 8, 2021, eff

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25

25 1 tm2134845d125.htm FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39817 SEVEN OAKS ACQUISITION CORP. THE NASDAQ STOCK MARKET LLC (Exact name of Issuer as specified in its charter, and name of Exchange where secu

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Boxed, Inc. (Exact name of registrant as specified in its charter) Delaware 85-3316188 (State of incorporation or organization) (I.R.S. Employer Identification No.) 451 Broadway New York, New Yor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2021 Seven Oaks Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39817 SEVEN OA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Seven Oaks Acquisition Corp.

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Seven Oaks Acquisition Corp. Announces Planned Transfer of Listing to NYSE in Connection with its Proposed Business Combination with Boxed NEW YORK,

Boxed and Seven Oaks Announce Up to $100 Million Forward-Purchase Agreement in Connection with Proposed Business Combination

Exhibit 99.1 Boxed and Seven Oaks Announce Up to $100 Million Forward-Purchase Agreement in Connection with Proposed Business Combination New York, November 29, 2021 ? Boxed (?Boxed? or the ?Company?), an e-commerce grocery platform which sells bulk consumables and licenses its e-commerce software to enterprise retailers, and Seven Oaks Acquisition Corp. (?Seven Oaks? or ?SVOK?) (Nasdaq: SVOK, SVO

Boxed and Seven Oaks Announce Up to $100 Million Forward-Purchase Agreement in Connection with Proposed Business Combination

Exhibit 99.1 Boxed and Seven Oaks Announce Up to $100 Million Forward-Purchase Agreement in Connection with Proposed Business Combination New York, November 29, 2021 ? Boxed (?Boxed? or the ?Company?), an e-commerce grocery platform which sells bulk consumables and licenses its e-commerce software to enterprise retailers, and Seven Oaks Acquisition Corp. (?Seven Oaks? or ?SVOK?) (Nasdaq: SVOK, SVO

Forward Purchase Agreement, dated November 28, 2021, by and between ACM ARRT VII D LLC and the Registrant.

EX-10.1 2 tm2134135d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version Date: November 28, 2021 To: Seven Oaks Acquisition Corp. (“Counterparty”) Address: 445 Park Avenue, 17th Floor New York, NY 10022 From: ACM ARRT VII D LLC, a Delaware limited liability company (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms a

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2021 Seven Oaks Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Com

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2021 Seven Oaks Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (state or other jurisdiction of incorporation) (Com

Forward Purchase Agreement, dated November 28, 2021, by and between ACM ARRT VII D LLC and Seven Oaks Acquisition Corp.

EX-10.1 2 tm2134135d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version Date: November 28, 2021 To: Seven Oaks Acquisition Corp. (“Counterparty”) Address: 445 Park Avenue, 17th Floor New York, NY 10022 From: ACM ARRT VII D LLC, a Delaware limited liability company (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2021 Seven Oaks Acqu

425 1 tm2134135d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2021 Seven Oaks Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (state or other jurisdi

Filed by Seven Oaks Acquisition Corp.

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 CONFIDENTIAL MaxDelivery Acquisition Overview CONFIDENTIAL 2 Disclaimer About this Presentation This investor presentation (this ?Presentation?) does

Boxed Expands into Fast, Fresh Grocery Delivery with Acquisition of MaxDelivery Boxed to Gain MaxDelivery’s Expertise in Micro Dark-Store Fulfillment and Fast Grocery Delivery with Plans to Replicate its Model in Additional Markets

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed Expands into Fast, Fresh Grocery Delivery with Acquisition of MaxDelivery Boxed to Gain MaxDelivery?s Expertise in Micro Dark-Store Fulfillment

Amendment to Agreement and Plan of Merger, dated as of November 26, 2021, by and among the Registrant, Blossom Merger Sub, Inc., Blossom Merger Sub II, LLC, and Giddy Inc.

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this ?Amendment?), entered into and effective as of November 26, 2021, is made to that Agreement and Plan of Merger (as such may be further amended, modified and restated, the ?Merger Agreement?), dated as of June 13, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (?Acquiror?), Blossom Merger Sub, Inc.,

Amendment to Agreement and Plan of Merger, dated November 26, 2021

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this ?Amendment?), entered into and effective as of November 26, 2021, is made to that Agreement and Plan of Merger (as such may be further amended, modified and restated, the ?Merger Agreement?), dated as of June 13, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (?Acquiror?), Blossom Merger Sub, Inc.,

Form of New Boxed Charter

EX-3.1 3 tm2133961d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION OF Boxed, INC. ARTICLE I The name of the corporation is Boxed, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware 19808, and the name of its

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2021 SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Com

Form of New Boxed Charter

Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION OF Boxed, INC. ARTICLE I The name of the corporation is Boxed, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware 19808, and the name of its registered agent at such address is Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2021 SEVEN OAKS ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2021 SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorporation) (Com

Boxed to Participate in December Investor Conferences

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed to Participate in December Investor Conferences New York, November 23, 2021 ? Boxed (?Boxed? or the ?Company?), an e-commerce grocery platform

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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.”)

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-258030? 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 agreem

November 8, 2021

CORRESP 1 filename1.htm November 8, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-6010 Attention: Cara Wirth Re: Seven Oaks Acquisition Corp. Registration Statement on Form S-4 File No. 333-258030 Dear Ms. Wirth: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Se

As filed with the United States Securities and Exchange Commission on November 5, 2021

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 5, 2021 Registration No: 333-258030? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the United States Securities and Exchange Commission on November 2, 2021

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 2, 2021 Registration No: 333-258030? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 2, 2021

November 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Cara Wirth Re: Seven Oaks Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed November 2, 2021 File No. 333-258030 Dear Ms. Wirth: On behalf of our client, Seven Oaks Acquisition Corp., a Delaware corporation (the ?Company?), we

Boxed Working with HIVE Brands to Help Power its e-Commerce Operations through the Boxed Suite of Integrated Software and Services Hive Brands is Expected to Become the Latest Addition to Boxed's Growing Stable of Software & Services Clients

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed Working with HIVE Brands to Help Power its e-Commerce Operations through the Boxed Suite of Integrated Software and Services Hive Brands is Exp

Consent of Emerson S. Moore II to be named as a director.

EX-99.7 14 tm2122045d11ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Seven Oaks Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Regis

October 22, 2021

October 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Cara Wirth Re: Seven Oaks Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed September 28, 2021 File No. 333-258030 Dear Ms. Wirth: On behalf of our client, Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), w

Form of Indemnification Agreement.

Exhibit 10.11 INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (this ?Agreement?) is made as of by and between Boxed, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between

Consent of David Liu to be named as a director.

EX-99.6 13 tm2122045d11ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Seven Oaks Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Regis

As filed with United States Securities and Exchange Commission on October 22, 2021

TABLE OF CONTENTS 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.

Employment Agreement, dated as of October 21, 2021, by and between the Registrant and Alison Weick.

EX-10.16 8 tm2122045d11ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 21, 2021, is made by and between Seven Oaks Acquisition Corporation (the “Company”), and Alison Weick (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective

Consent of Jared Yaman to be named as a director.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Seven Oaks Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Form of Preliminary Proxy Card.

Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you SEVEN OAKS ACQUISITION CORP. marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern T

Employment Agreement, dated as of July 15, 2021, by and between the Registrant and Chieh Huang.

Exhibit 10.15 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of July 15, 2021, is made by and between Seven Oaks Acquisition Corporation (the ?Company?), and Chieh Huang (?Executive?). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date. WHEREAS, the Company has entered into a Plan of

Form of 7.00% Convertible Senior Notes due 2026 (included in Exhibit 4.3).

Exhibit 4.3 SEVEN OAKS ACQUISITION CORP. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [ l ], 2021 7.00% Convertible Senior Notes due 2026 CONTENTS Page Article 1. DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01 DEFINITIONS 1 Section 1.02 OTHER DEFINITIONS 13 Section 1.03 RULES OF CONSTRUCTION 13 Article 2. THE NOTES 14 Section 2.01 FORM, DATING AND DENOMINATIONS

Specimen Class A Common Stock Certificate.

Exhibit 4.1 CERTIFICATE NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] BOXED, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the ?Common Stock?), of Boxed, Inc., a Delaware corporation (the ?Company?), transferable on the books o

Boxed Continues to Grow Software & Services Business with Expansion into New Markets Boxed to Bring Proprietary E-commerce Technology Platform to the Kingdom of Saudi Arabia, the UAE, Egypt, Oman, Qatar, Bahrain, Turkey and Kuwait Boxed Continues to

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed Continues to Grow Software & Services Business with Expansion into New Markets Boxed to Bring Proprietary E-commerce Technology Platform to the

Boxed Appoints David Miller as Chief Technology Officer Seasoned Executive with Extensive Experience Driving Growth Through Licensing Opportunities to Scale the Company’s E-commerce Technology

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed Appoints David Miller as Chief Technology Officer Seasoned Executive with Extensive Experience Driving Growth Through Licensing Opportunities t

As filed with United States Securities and Exchange Commission on September 28, 2021

TABLE OF CONTENTS As filed with United States Securities and Exchange Commission on September 28, 2021 Registration No: 333-258030? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 28, 2021

September 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Cara Wirth Re: Seven Oaks Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed September 9, 2021 File No. 333-258030 Dear Ms. Wirth: On behalf of our client, Seven Oaks Acquisition Corp., a Delaware corporation (the ?Company?),

Boxed and AEON Announce Launch of myAEON2go Software and Services Technology in Malaysia Next Steps Include Boxed Implementations to Power AEON Mall Tenants’ E-commerce Operations Boxed moving to Expand into Additional International Markets

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed and AEON Announce Launch of myAEON2go Software and Services Technology in Malaysia Next Steps Include Boxed Implementations to Power AEON Mall

Consent of Andrew Pearson to be named as a director.

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Seven Oaks Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Credit Agreement, dated as of August 4, 2021, among Giddy Inc., as Borrower, the Lenders party thereto and Alter Domus (US) LLC, as Administrative Agent.

? Exhibit 10.14 ? Execution Version ? [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. ? ? ? ? ? ? CREDIT AGREEMENT dated as of August 4, 2021, among GIDDY INC., as Borrower, THE LENDERS PARTY HERETO and ALTER DOMUS (U

As filed with United States Securities and Exchange Commission on September 8, 2021

Table of Contents As filed with United States Securities and Exchange Commission on September 8, 2021 Registration No: 333-258030 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

* * *

September 8, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Cara Wirth Re: Seven Oaks Acquisition Corp. Registration Statement on Form S-4 Filed July 20, 2020 File No. 333-258030 Dear Ms. Wirth: On behalf of our client, Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), we file herewith Amendme

Boxed to Participate in September Investor Conferences

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed to Participate in September Investor Conferences New York, September 2, 2021 ? Boxed (?Boxed? or ?the Company?), an e-commerce grocery platform

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Boxed Announces New $45 Million Secured Credit Facility Provided by Funds and Accounts Managed by BlackRock

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed Announces New $45 Million Secured Credit Facility Provided by Funds and Accounts Managed by BlackRock New York, August 5, 2021 ? Boxed, an e-co

Boxed to Participate in the Canaccord Genuity 41st Annual Growth Conference

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Boxed to Participate in the Canaccord Genuity 41st Annual Growth Conference New York, August 4, 2021 ? Boxed, an e-commerce grocery platform selling

Filed by Seven Oaks Acquisition Corp.

425 1 tm2123936d1425.htm 425 Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Proposed merger with Seven Oaks Acquisition Corp. (NASDAQ: SVOK) 2 Disclaimer About this Presentation This investor pres

Seven Oaks Acquisition Corp. [Nasdaq: SVOK] Announces Filing of Form S-4 in Connection with its Proposed Business Combination with Boxed Boxed Also Announces Intention to List Its Common Stock and Warrants on the New York Stock Exchange Under the Tic

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Seven Oaks Acquisition Corp. [Nasdaq: SVOK] Announces Filing of Form S-4 in Connection with its Proposed Business Combination with Boxed Boxed Also A

Form of Giddy Inc. 2013 Equity Incentive Plan.

Exhibit 10.9 GIDDY INC. 2013 Equity Incentive Plan As Adopted on April 22, 2013 As Amended and Restated , 2017 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in t

Consent of Yuki Habu to be named as a director.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Seven Oaks Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Form of Restricted Stock Purchase Agreement Award Notice under the 2013 Equity Incentive Plan.

Exhibit 10.9(b) GIDDY INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (the ?Agreement?) is made and entered into as of [See eShares] (the ?Effective Date?) by and between Giddy Inc., a Delaware corporation (the ?Company?), and [See eShares] (?Purchaser?). Capitalized terms not defined herein shall have the meanings ascribed to them in th

Boxed Platform Development and Services Agreement, dated as of February 12, 2021, by and between Ashbrook Commerce Solutions LLC (d/b/a Boxed) and AEON Integrated Business Services Co., Ltd.

Exhibit 10.10 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXECUTION VERSION BOXED PLATFORM DEVELOPMENT AND SERVICES AGREEMENT PREAMBLE. This BOXED PLATFORM DEVELOPMENT AND SERVICES AGREEMENT (this ?MSA?), includin

Offer Letter, dated as of March 7, 2016, by and between Giddy Inc. and Aaron Mathew Singer.

Exhibit 10.13 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. March 7, 2016 Aaron Mathew Singer [***] Re: Offer of Employment by Giddy Inc. Dear Aaron: I am very pleased to confirm our offer to you of employment with

Form of Boxed, Inc. 2021 Employee Stock Purchase Plan (included as Annex G to this proxy statement/prospectus).

TABLE OF CONTENTS As filed with United States Securities and Exchange Commission on July 19, 2021 Registration No: 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Giddy Inc. Stock Option Grant Notice under the 2013 Equity Incentive Plan.

Exhibit 10.9(a) EARLY EXERCISE FORM NOTICE OF STOCK OPTION GRANT Giddy Inc. 2013 Equity Incentive Plan The Optionee named below (?Optionee?) has been granted an option (this ?Option?) to purchase shares of Common Stock, $0.00001 par value per share (the ?Common Stock?), of Giddy Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2013 Equity Incentive Plan, as amended from time

Offer Letter, dated as of December 9, 2019, by and between Giddy Inc. and Alison Weick.

Exhibit 10.6 December 9, 2019 Alison Weick Re: Offer of Employment by Giddy Inc. Dear Alison, I am very pleased to confirm our offer to you of employment with Giddy Inc. (the ?Company?). You will initially report to the President (currently Prentis Wilson) in the position of VP, General Manager, Loyalty. This is a full-time, EXEMPT position. The terms of our offer, and the benefits currently provi

Consent of Chieh Huang to be named as a director.

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Seven Oaks Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

SPACS ATTACK BENZINGA STOCK MARKET INTERVIEW TRANSCRIPT Wednesday July 7, 2021

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Giddy, Inc. (d/b/a/ Boxed) Commission File No. 001-39817 Date: July 9, 2021 On July 7, 2021, in connection with the previously announced proposed business combination (the ?Business Combination?) between Seve

FOX BUSINESS NETWORK INTERVIEW TRANSCRIPT Boxed CEO on Going Public Monday, June 14, 2021

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Giddy, Inc. (d/b/a/ Boxed) Commission File No. 001-39817 Date: June 22, 2021 On June 14, 2021, in connection with the previously announced proposed business combination (the ?Business Combination?) between Se

CNBC INTERVIEW TRANSCRIPT Monday, June 21, 2021

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Giddy, Inc. (d/b/a/ Boxed) Commission File No. 001-39817 Date: June 22, 2021 On June 21, 2021, in connection with the previously announced proposed business combination (the ?Business Combination?) between Se

Seven Oaks Acquisition Corp. Boxed, Inc. and Seven Oaks Acquisition Corp. Business Combination Announcement Conference Call June 14, 2021

Filed by Seven Oaks Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Seven Oaks Acquisition Corp. Commission File No. 001-39817 Seven Oaks Acquisition Corp. Boxed, Inc. and Seven Oaks Acquisition Corp. Business Combination Announcement Conference Call June 14, 2021 C O R P O R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2021 (June 13, 2021) SEV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2021 (June 13, 2021) SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorpo

Agreement and Plan of Merger, dated as of June 13, 2021, by and among Seven Oaks Acquisition Corp., Blossom Merger Sub Inc., Blossom Merger Sub II, LLC, and Giddy Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 14, 2021).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among Seven Oaks Acquisition Corp., BLOSSOM MERGER SUB, INC., BLOSSOM MERGER SUB II, LLC, and Giddy Inc. Dated as of June 13, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 Section 1.04 Equitable Adjustments 19 Article II THE MERGERS 19 Se

Boxed to Become A U.S. Publicly Traded Company Through Merger With Seven Oaks Acquisition Corp. Boxed and Seven Oaks Acquisition Corp. [Nasdaq: SVOK] Enter Into Business Combination Agreement Boxed Leverages its Proprietary, End-to-End, AI and Roboti

Exhibit 99.1 Boxed to Become A U.S. Publicly Traded Company Through Merger With Seven Oaks Acquisition Corp. Boxed and Seven Oaks Acquisition Corp. [Nasdaq: SVOK] Enter Into Business Combination Agreement Boxed Leverages its Proprietary, End-to-End, AI and Robotics-Driven E-Commerce Platform to Deliver a User-Friendly Shopping Experience for Bulk Consumables Company Projecting +40% 2022 YoY Net Re

Form of Convertible Note Subscription Agreement.

Exhibit 10.3 FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this ?Convertible Note Subscription Agreement?) is entered into on , 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the ?Issuer?), and the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Convertible Note Subscription Agreement,

Form of Management Subscription Agreement.

Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on , 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Subscription Agreement, the Company, Blossom Merger Sub, Inc., a Delaware corporation and

Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 14, 2021).

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on , 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Subscription Agreement, the Company, Blossom Merger Sub, Inc., a Delaware corporation and

CONFIDENTIAL AND PROPRIETARY Any use of this material without specific permission of [Consulting Company] is strictly prohibited April 2021 Discussion materials Project Blossom: Summary of diligence findings Consultant’s Report 2 Disclaimer Confident

Exhibit 99.3 CONFIDENTIAL AND PROPRIETARY Any use of this material without specific permission of [Consulting Company] is strictly prohibited April 2021 Discussion materials Project Blossom: Summary of diligence findings Consultant?s Report 2 Disclaimer Confidential [Consulting Company] (?we? or ?[Consulting Company]?) was engaged by Seven Oaks (?Company?, or ?the Client?) to assess Company?s rele

Boxed to Become A U.S. Publicly Traded Company Through Merger With Seven Oaks Acquisition Corp. Boxed and Seven Oaks Acquisition Corp. [Nasdaq: SVOK] Enter Into Business Combination Agreement Boxed Leverages its Proprietary, End-to-End, AI and Roboti

Exhibit 99.1 Boxed to Become A U.S. Publicly Traded Company Through Merger With Seven Oaks Acquisition Corp. Boxed and Seven Oaks Acquisition Corp. [Nasdaq: SVOK] Enter Into Business Combination Agreement Boxed Leverages its Proprietary, End-to-End, AI and Robotics-Driven E-Commerce Platform to Deliver a User-Friendly Shopping Experience for Bulk Consumables Company Projecting +40% 2022 YoY Net Re

CONFIDENTIAL AND PROPRIETARY Any use of this material without specific permission of [Consulting Company] is strictly prohibited April 2021 Discussion materials Project Blossom: Summary of diligence findings Consultant’s Report 2 Disclaimer Confident

Exhibit 99.3 CONFIDENTIAL AND PROPRIETARY Any use of this material without specific permission of [Consulting Company] is strictly prohibited April 2021 Discussion materials Project Blossom: Summary of diligence findings Consultant?s Report 2 Disclaimer Confidential [Consulting Company] (?we? or ?[Consulting Company]?) was engaged by Seven Oaks (?Company?, or ?the Client?) to assess Company?s rele

Sponsor Agreement, dated as of June 13, 2021, by and among Seven Oaks Sponsor LLC, Giddy, Inc., JonesTrading Institutional Services LLC, and Jones & Associates, Inc.

Exhibit 10.4 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?), dated as of June 13, 2021, is made by and among Seven Oaks Sponsor LLC, a Delaware limited liability company (?Seven Oaks Sponsor?), Jones & Associates, Inc., a Delaware corporation (including any affiliates, ?Jones Sponsor? and, together with Seven Oaks Sponsor, ?Sponsors?), Seven Oaks Acquisition Corp., a

Form of PIPE Subscription Agreement.

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on , 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Subscription Agreement, the Company, Blossom Merger Sub, Inc., a Delaware corporation and

Sponsor Agreement, dated as of June 13, 2021, by and among Seven Oaks Sponsor LLC, Giddy Inc., JonesTrading Institutional Services LLC, Jones & Associates, Inc. and the Registrant.

Exhibit 10.4 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?), dated as of June 13, 2021, is made by and among Seven Oaks Sponsor LLC, a Delaware limited liability company (?Seven Oaks Sponsor?), Jones & Associates, Inc., a Delaware corporation (including any affiliates, ?Jones Sponsor? and, together with Seven Oaks Sponsor, ?Sponsors?), Seven Oaks Acquisition Corp., a

Employment Term Sheet, dated as of June 11, 2021, by and between Seven Oaks Acquisition Corp. and Chieh Huang.

Exhibit 10.5 Proposed Executive Employment Term Sheet This term sheet summarizes the principal terms and conditions of the proposed employment agreement between Seven Oaks Acquisition Corp. (the ?Company?) and Chieh Huang (?Executive?) and is subject to the execution and delivery by all parties of mutually satisfactory documentation. This term sheet constitutes a binding obligation on both parties

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2021 (June 13, 2021) SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorpo

Form of Management Subscription Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on June 14, 2021).

Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on , 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Subscription Agreement, the Company, Blossom Merger Sub, Inc., a Delaware corporation and

• • SAVE AMERICA’S PARKS Tri-State Law Enforcement Foundation • • • • • • • • ~ • • • ~ • • •••• • • • • • • • • • • • • • • • • • • ✓ ✓ ✓ ✓ ✓ TBU • • • • • ~ ~ • ~ ~ ~ ~ ✓ ✓ ✓ ✓ ~ ✓ ✓ ✓ ~ ~ ~ • • • • • • • • ~ • • • • • • • • • • • • • • • • - • - •

EX-99.2 9 tm2119577d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 • • SAVE AMERICA’S PARKS Tri-State Law Enforcement Foundation • • • • • • • • ~ • • • ~ • • •••• • • • • • • • • • • • • • • • • • • ✓ ✓ ✓ ✓ ✓ TBU • • • • • ~ ~ • ~ ~ ~ ~ ✓ ✓ ✓ ✓ ~ ✓ ✓ ✓ ~ ~ ~ • • • • • • • • ~ • • • • • • • • • • • • • • • • - • - • - • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • SAVE AMERICA’S PARKS Tri-Stat

Employment Term Sheet, dated as of June 11, 2021, by and between Seven Oaks Acquisition Corp. and Chieh Huang (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on June 14, 2021).

Exhibit 10.5 Proposed Executive Employment Term Sheet This term sheet summarizes the principal terms and conditions of the proposed employment agreement between Seven Oaks Acquisition Corp. (the ?Company?) and Chieh Huang (?Executive?) and is subject to the execution and delivery by all parties of mutually satisfactory documentation. This term sheet constitutes a binding obligation on both parties

Form of Convertible Note Subscription Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on June 14, 2021).

Exhibit 10.3 FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this ?Convertible Note Subscription Agreement?) is entered into on , 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the ?Issuer?), and the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Convertible Note Subscription Agreement,

Merger Agreement, dated as of June 13, 2021, by and among Seven Oaks Acquisition Corp., Blossom Merger Sub Inc., Blossom Merger Sub II, LLC, and Giddy Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among Seven Oaks Acquisition Corp., BLOSSOM MERGER SUB, INC., BLOSSOM MERGER SUB II, LLC, and Giddy Inc. Dated as of June 13, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 Section 1.04 Equitable Adjustments 19 Article II THE MERGERS 19 Se

• • SAVE AMERICA’S PARKS Tri-State Law Enforcement Foundation • • • • • • • • ~ • • • ~ • • •••• • • • • • • • • • • • • • • • • • • ✓ ✓ ✓ ✓ ✓ TBU • • • • • ~ ~ • ~ ~ ~ ~ ✓ ✓ ✓ ✓ ~ ✓ ✓ ✓ ~ ~ ~ • • • • • • • • ~ • • • • • • • • • • • • • • • • - • - •

Exhibit 99.2 ? ? SAVE AMERICA?S PARKS Tri-State Law Enforcement Foundation ? ? ? ? ? ? ? ? ~ ? ? ? ~ ? ? ???? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? TBU ? ? ? ? ? ~ ~ ? ~ ~ ~ ~ ? ? ? ? ~ ? ? ? ~ ~ ~ ? ? ? ? ? ? ? ? ~ ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? - ? - ? - ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? SAVE AMERICA?S PARKS Tri-State Law Enforcement Foundation ? ? ? ? ? $480B

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2021 (May 28, 2021) SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorpora

Seven Oaks Acquisition Corp. Receives Anticipated Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Seven Oaks Acquisition Corp. Receives Anticipated Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q New York, New York, June 4, 2021 ? Seven Oaks Acquisition Corp. (NASDAQ: SVOK) (the ?Company?) received written notification from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) on May 28, 2021 that, because the Company had not yet fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39817 SEVEN OA

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 (May 19, 2021) SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188 (State or other jurisdiction of incorpora

SEC FILE NUMBER

SEC FILE NUMBER 001-39817 CUSIP NUMBER 81787X106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39817 SEVEN OAKS ACQUISITION COR

Description of Securities

EX-4.5 2 tm2110509d1ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 30, 2021, Seven Oaks Acquisition Corp. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A common stock; a

Financial Statements and Exhibits, Other Events

8-K 1 tm217064d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2021 (February 10, 2021) SEVEN OAKS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39817 85-3316188

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Seven Oaks Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Seven Oaks Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 81787X 106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t