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 8, 2021 (February 2, 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) |
(Commission |
(IRS Employer Identification No.) |
445 Park Avenue, 17th Floor
New York, NY 10022
(Address of principal executive offices, including zip co
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 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 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2021, the board of directors (the “Board”) of Seven Oaks Acquisition Corp. (the “Company”) unanimously voted to expand the size of the Board from four to five members and Heidi Manna was appointed to serve as a Class I director with a term expiring at the Company’s first annual meeting of stockholders. The Board appointed Ms. Manna, who was determined to be an “independent director” as defined in the applicable rules of The Nasdaq Capital Market, to the Board’s Compensation Committee and Audit Committee. In connection with such appointments, Mark Hauser resigned as a member of the Audit Committee.
Heidi Manna, 49, is an experienced business executive and human capital strategist. She has experience across multiple industries including pharmaceuticals, consumer products, food and beverage, and management consulting at both established and emerging companies with operations and footprints in dynamic markets worldwide. Ms. Manna has served as Senior Vice President and Chief Human Resource Officer for Jazz Pharmaceuticals since 2018 and was previously the Vice-President of Human Resources for Campbell Soup Company from 2010 to 2018. Before that, Ms. Manna served in various human resource leadership roles over a 14-year tenure at Bristol-Myers Squibb. Ms. Manna holds a Bachelor’s degree from Binghamton University and a Masters of Business Administration from the State University of New York at Buffalo.
In connection with her appointment to the Board, Ms. Manna will enter into a letter agreement and an indemnity agreement on substantially the same terms as the forms thereof previously entered into by and between the Company and each of its other directors in connection with the Company’s initial public offering, which were previously filed as Exhibits 10.1 and 10.5, respectively, to the Company’s Registration Statement on Form S-1 (File No. 333-251062) and are incorporated herein by reference. There are no arrangements or understandings between Ms. Manna and any other persons pursuant to which Ms. Manna was selected as a director of the Company. There are no family relationships between Ms. Manna and any of the Company’s other directors or executive officers and Ms. Manna does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On February 8, 2021, the Company issued a press release announcing the appointment of Ms. Manna, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 8, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEVEN OAKS ACQUISITION CORP. | |||
| By: | /s/ Gary S. Matthews | ||
| Name: | Gary S. Matthews | ||
| Title: | Chief Executive Officer | ||
| Dated: February 8, 2021 | |||
Exhibit 99.1
Seven Oaks Acquisition Corp. Announces the Appointment of Heidi Manna to its Board of Directors
NEW YORK, February 8, 2021 – Seven Oaks Acquisition Corp. (the “Company”) announced today that Heidi Manna has been appointed as an independent director of the Company’s board of directors and as a member of its audit and compensation committees. Following the appointment of Ms. Manna, the Company’s board of directors is comprised of five directors, including three independent directors.
“We are pleased to welcome Heidi Manna to the board of directors of Seven Oaks,” said Gary Matthews, chairman and chief executive officer of the Company. “We believe that Heidi’s diverse industry experience and human resource-oriented knowledge will be an invaluable addition to the Seven Oaks ESG mission.”
Heidi Manna is an experienced business executive and human capital strategist. She has experience across multiple industries including pharmaceuticals, consumer products, food and beverage, and management consulting at both established and emerging companies with operations and footprints in dynamic markets worldwide. Ms. Manna has served as Senior Vice President and Chief Human Resource Officer for Jazz Pharmaceuticals since 2018 and was previously the Vice-President of Human Resources for Campbell Soup Company from 2010 to 2018. Before that, Ms. Manna served in various human resource leadership roles over a 14-year tenure at Bristol-Myers Squibb. Ms. Manna holds a Bachelor’s degree from Binghamton University and a Masters of Business Administration from the State University of New York at Buffalo.
About Seven Oaks Acquisition Corp.
Seven Oaks Acquisition Corp. is a special purpose acquisition company formed for the purpose of entering into a business combination with one or more businesses. While the Company may pursue a business combination in any industry, the Company intends to focus its search on companies with strong Environmental, Social and Governance practices or the ability to materially improve such practices.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements." Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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Website:
sevenoaksacquisition.com
Contact:
Drew Pearson
drew@sevenoaksacquisition.com