UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On October 20, 2022, the board of directors (the “Board”) of FoxWayne Enterprises Acquisition Corp. (the “Company”) approved an extension (the “Extension”) of the time for the Company to consummate a business combination by an additional three month period from October 22, 2022 to January 22, 2023 pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, as amended. In connection with the Extension, the Company funded a cash contribution to the Company’s trust account in the amount of $16,795.98 (the “Deposit”) (based on (based on $0.0125 for each share unit issued in the Company’s initial public offering that was outstanding at the time the Extension was approved by the Board).
As previously disclosed on a Current Report on Form 8-K filed by the Company on September 20, 2022 with the Securities and Exchange Commission, on September 16, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Clover Inc., a corporation organized under the laws of Ontario (“Clover”) and Isaac Raichyk as the stockholders’ representative pursuant to which, among other things, Clover will be continued from Ontario into Delaware (the “Continued Company”) immediately prior to the effective time of the Merger (as defined herein) and Merger Sub will be merged with and into the Continued Company (the “Merger”) with the Continued Company surviving the Merger as a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, Clover is required to pay the Company fees to cover the Company’s transaction expenses, a portion of which has been paid and was used to fund the Deposit.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2022
| FoxWayne Enterprises Acquisition Corp. | ||
| By: | /s/ Robb Knie | |
| Name: | Robb Knie | |
| Title: | Chief Executive Officer | |