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 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, 17th 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 August 13, 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.	Condensed Consolidated Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021	3

	Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	28

Item 6.	Exhibits	29


	June 30, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	935,115	$	1,764,324
Prepaid expenses		583,224		759,541
Total current assets		1,518,339		2,523,865
Investments held in Trust Account		258,801,400		258,749,858
Total Assets	$	260,319,739	$	261,273,723

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	25,190	$	52,319
Accrued expenses		1,354,505		103,335
Franchise tax payable		49,863		54,695
Total current liabilities		1,429,558		210,349
Derivative warrant liabilities		21,859,500		22,415,255
Total Liabilities		23,289,058		22,625,604

Commitments and Contingencies (Note 5)

Class A common stock, $0.0001 par value; 23,203,068 and 23,364,811 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		232,030,680		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; 2,671,932 and 2,510,189 shares issued and outstanding (excluding 23,203,068 and 23,364,811 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		268		251
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding as of June 30, 2021 and December 31, 2020		647		647
Additional paid-in capital		10,834,267		9,216,854
Accumulated Deficit		(5,835,181)		(4,217,743)
Total stockholders' equity		5,000,001		5,000,009
Total Liabilities and Stockholders' Equity	$	260,319,739	$	261,273,723


	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
General and administrative expenses	$	1,158,344	$	2,033,014
General and administrative expenses - related party		60,000		120,000
Franchise tax expenses		49,863		71,721
Loss from operations		(1,268,207)		(2,224,735)
Change in fair value of derivative warrant liabilities		(5,001,745)		555,755
Income from investments held in Trust Account		7,521		51,542
Net loss	$	(6,262,431)	$	(1,617,438)

Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		23,822,429		23,597,451
Basic and diluted net income per share, common stock subject to possible redemption	$	—	$	—
Weighted average shares outstanding of common stock - non-redeemable, basic and diluted		8,521,321		8,746,299
Basic and diluted net loss per share, common stock - non-redeemable	$	(0.73)	$	(0.18)


	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 (unaudited)	2,045,689	$	205	6,468,750	$	647	$	4,571,900	$	427,250	$	5,000,002
Common stock subject to possible redemption	626,243		63	—		—		6,262,367		—		6,262,430
Net loss	—		—	—		—		—		(6,262,431)		(6,262,431)
Balance - June 30, 2021 (unaudited)	2,671,932	$	268	6,468,750	$	647	$	10,834,267	$	(5,835,181)	$	5,000,001


Cash Flows from Operating Activities:
Net loss	$	(1,617,438)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(555,755)
Income from investments held in Trust Account		(51,542)
Changes in operating assets and liabilities:
Prepaid expenses		176,317
Accounts payable		(27,129)
Accrued expenses		1,251,170
Franchise tax payable		(4,832)
Net cash used in operating activities		(829,209)

Net decrease in cash		(829,209)

Cash - beginning of the period		1,764,324
Cash - end of the period	$	935,115

Supplemental disclosure of noncash activities:
Change in Value of Class A common stock subject to possible redemption	$	(1,617,430)


	Fair Value Measured as of December 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	$	258,749,858	$	—	$	—
Liabilities:
Derivative warrant liabilities - public warrants	$	—	$	—	$	15,654,375
Derivative warrant liabilities - private warrants		—		—		6,760,880
	$	258,749,858	$	—	$	22,415,255


	Fair Value Measured as of June 30, 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	$	258,801,400	$	—	$	—
Liabilities:
Derivative warrant liabilities - public warrants	$	15,266,250	$	6,593,250	$	—
Derivative warrant liabilities - private warrants		—		—		—
	$	15,266,250	$	6,593,250	$	—


	Public Warrants		Private Warrants		Total
Derivative warrant liabilities 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 liabilities at March 31, 2021		11,773,125		5,084,630		16,857,755
Change in fair value of derivative warrant liabilities		3,493,125		1,508,620		5,001,745
Derivative warrant liabilities at June 30, 2021	$	15,266,250	$	6,593,250	$	21,859,500


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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

June
Dated: August 13, 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.