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 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to_____________

SEVEN OAKS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39817	85-3316188
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

445 Park Avenue, 17^th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 214-6371

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	SVOKU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	SVOK	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	SVOKW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ◻ No ⌧

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	⌧	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 3, 2021, 25,875,000 Class A common stock, par value $0.0001 per share, and 6,468,750 Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	2

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27

Item 6.	Exhibits	28


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	1,480,700	$	1,764,324
Prepaid expenses		700,594		759,541
Total current assets		2,181,294		2,523,865
Investments held in Trust Account		258,793,879		258,749,858
Total Assets		260,975,173		261,273,723

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	194,290	$	52,319
Accrued expenses		608,158		103,335
Franchise tax payable		21,858		54,695
Total current liabilities		824,306		210,349
Derivative warrant liabilities		16,857,755		22,415,255
Total Liabilities		17,682,061		22,625,604

Commitments and Contingencies (Note 5)

Class A common stock, $0.0001 par value; 23,829,311 and 23,364,811 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		238,293,110		233,648,110

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,045,689 and 2,510,189 shares issued and outstanding (excluding 23,829,311 and 23,364,811 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		205		251
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding as of March 31, 2021 and December 31, 2020		647		647
Additional paid-in capital		4,571,900		9,216,854
Retained earnings (accumulated deficit)		427,250		(4,217,743)
Total stockholders' equity		5,000,002		5,000,009
Total Liabilities and Stockholders' Equity	$	260,975,173	$	261,273,723


General and administrative expenses	$	874,670
General and administrative expenses - related party		60,000
Franchise tax expenses		21,858
Loss from operations		(956,528)
Change in fair value of derivative warrant liabilities		5,557,500
Income from investments held in Trust Account		44,021
Net income	$	4,644,993

Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		25,217,311
Basic and diluted net income per share, common stock subject to possible redemption	$	0.00
Weighted average shares outstanding of common stock - non-redeemable, basic and diluted		7,126,439
Basic and diluted net income per share, common stock - non-redeemable	$	0.65


	Common Stock								Retained Earnings		Total
	Class A			Class B			Additional Paid-In		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — December 31, 2020	2,510,189	$	251	6,468,750	$	647	$	9,216,854	$	(4,217,743)	$	5,000,009
Common stock subject to possible redemption	(464,500)		(46)	—		—		(4,644,954)		—		(4,645,000)
Net income	—		—	—		—		—		4,644,993		4,644,993
Balance — March 31, 2021	2,045,689	$	205	6,468,750	$	647	$	4,571,900	$	427,250	$	5,000,002


Cash Flows from Operating Activities:
Net income	$	4,644,993
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(5,557,500)
Income from investments held in Trust Account		(44,021)
Changes in operating assets and liabilities:
Prepaid expenses		58,947
Accounts payable		141,971
Accrued expenses		504,823
Franchise tax payable		(32,837)
Net cash used in operating activities		(283,624)

Net decrease in cash		(283,624)

Cash - beginning of the period		1,764,324
Cash - end of the period	$	1,480,700

Supplemental disclosure of noncash activities:
Change in Value of Class A common stock subject to possible redemption	$	4,645,000


	For The Three Months
	Ended
	March 31, 2021
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Income from investments held in Trust Account	$	40,539
Less: Company's portion available to be withdrawn to pay taxes		(20,129)
Net income attributable	$	20,410
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		25,217,311
Basic and diluted net income per common share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net income minus net earnings
Net income	$	4,644,993
Less: Net income allocable to Class A common stock subject to possible redemption		20,410
Non-redeemable net income	$	4,624,583
Denominator: weighted average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		7,126,439
Basic and diluted net income per common share, Non-redeemable common stock	$	0.65


	Fair Value Measured as of March 31, 2021
	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	258,793,879	$	—	$	—
Liabilities:
Derivative warrant liabilities - public warrants	$	11,773,125	$	—	$	—
Derivative warrant liabilities - private warrants		—		5,084,630		—
	$	11,773,125	$	5,084,630	$	—


	Fair Value Measured as of December 31, 2020
	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	258,749,858	$	—	$	—
Liabilities:
Derivative warrant liabilities - public warrants	$	—	$	—	$	15,654,375
Derivative warrant liabilities - private warrants		—		—		6,760,880
	$	—	$	—	$	22,415,255


	Public Warrants		Private warrants		Total
Derivative warrant liabilites at January 1, 2021	$	15,654,375	$	6,760,880	$	22,415,255
Change in fair value of derivative warrant liabilities		(3,881,250)		(1,676,250)		(5,557,500)
Derivative warrant liabilites at March 31, 2021	$	11,773,125	$	5,084,630	$	16,857,755


Exhibit Number		Description
31.1*		Certification of Chairman and Co-Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chairman and Co-Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

June
Dated: June 3, 2021	SEVEN OAKS ACQUISITION CORP.

	By:	/s/ Gary Matthews
	Name:	Gary Matthews
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Seven Oaks Acquisition Corp.