8-K 1 tm217240d22_8k.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): October 14, 2021 (October 7, 2021)

 

 

 

Hawks Acquisition Corp
(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-40888 86-1273146
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

 

600 Lexington Avenue, 9th Floor

New York, NY

 10022
(Address of principal executive offices) (Zip Code)

 

(212) 542-4540
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communication 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))

 

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 public warrant		   HWKZ.U   New York Stock Exchange
Class A Common Stock, par value $0.0001
per share		   HWKZ   New York Stock Exchange
Public warrants, each whole public warrant
exercisable for one share of Class A Common
Stock at an exercise price of $11.50 per share		   HWKZ WS   New York Stock Exchange

 

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 1.01Entry Into a Material Definitive Agreement.

 

On October 13, 2021, Hawks Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one public warrant of the Company (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as provided in the Company’s registration statement on Form S-1 (File No. 333-258264), initially filed with the Securities and Exchange Commission on July 29, 2021, as later amended (the “Registration Statement”). The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $230,000,000.

 

In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s Registration Statement:

 

·An underwriting agreement, dated October 7, 2021, among the Company, BTIG, LLC and Mizuho Securities USA LLC, as representatives of the underwriters, a copy of which is attached as exhibit 1.1 hereto and incorporated herein by reference.

 

·A public warrant agreement, dated October 7, 2021 between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as exhibit 4.1 hereto and incorporated herein by reference.

 

·A private warrant agreement, dated October 7, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as exhibit 4.2 hereto and incorporated herein by reference.

 

·A letter agreement, dated October 7, 2021 (the “Letter Agreement”), among the Company and the Company’s officers and directors and the Sponsor, a copy of which is attached as exhibit 10.1 hereto and incorporated herein by reference.

 

·An investment management trust agreement, dated October 7, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as exhibit 10.2 hereto and incorporated herein by reference.

 

·A registration rights agreement, dated October 7, 2021, among the Company and certain security holders, a copy of which is attached as exhibit 10.3 hereto and incorporated herein by reference.

 

·A private placement warrants purchase agreement, dated October 7, 2021, between the Company and the Sponsor, a copy of which is attached as exhibit 10.4 hereto and incorporated herein by reference.

 

·An indemnity agreement, dated October 7, 2021, between the Company and J. Carney Hawks, a copy of which is attached as exhibit 10.5 hereto and incorporated herein by reference.

 

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·An indemnity agreement, dated October 7, 2021, between the Company and John Maher, a copy of which is attached as exhibit 10.6 hereto and incorporated herein by reference.

 

·An indemnity agreement, dated October 7, 2021, between the Company and Lois A. Mannon, a copy of which is attached as exhibit 10.7 hereto and incorporated herein by reference.

 

·An indemnity agreement, dated October 7, 2021, between the Company and Eugene Davis, a copy of which is attached as exhibit 10.8 hereto and incorporated herein by reference.

 

·An indemnity agreement, dated October 7, 2021, between the Company and Daniel H. Golden, a copy of which is attached as exhibit 10.9 hereto and incorporated herein by reference.

 

·An indemnity agreement, dated October 7, 2021, between the Company and Marc Heimowitz, a copy of which is attached as exhibit 10.10 hereto and incorporated herein by reference.

 

·An indemnity agreement, dated October 7, 2021, between the Company and Joseph Mills, a copy of which is attached as exhibit 10.11 hereto and incorporated herein by reference.

 

·An administrative services agreement, dated October 7, 2021, between the Company and GLC Advisors & Co., LLC, a copy of which is attached as exhibit 10.12 hereto and incorporated herein by reference.

 

·An employment letter agreement, dated October 7, 2021 (the “Employment Agreement”), by and between the Company and John Maher, the Company’s Chief Operating Officer, a copy of which is attached as exhibit 10.13 hereto and incorporated herein by reference.

 

Item 3.02Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,500,000 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Hawks Sponsor LLC (the “Sponsor”), generating gross proceeds to the Company of $6,500,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that : (1) they will not be redeemable by the Company; (2) they (including the Class A common stock issuable upon exercise of these private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company's initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) the holders thereof (including with respect to the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights.

 

Item 5.02Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective October 7, 2021, Eugene Davis, Marc Heimowitz and Joseph Mills were appointed to the Audit Committee of the board of directors of the company (the “Board”), with Mr. Davis serving as the chair of the Audit Committee. Effective October 7, 2021, Mr. Davis, Mr. Heimowitz and Mr. Mills were appointed to the Compensation Committee of the Board, with Mr. Heimowitz serving as the chair of the Compensation Committee. Effective October 7, 2021, Mr. Davis, Daniel Golden and Mr. Heimowitz were appointed to the Nominating and Corporate Governance Committee of the Board, with Mr. Golden serving as the chair of the Nominating Committee.

 

On October 7, 2021, in connection with their appointments to the Board, each of Mr. Davis, Mr. Golden, Mr. Heimowitz and Mr. Mills entered into the Letter Agreement as well as an indemnity agreement with the Company. In addition, on February 9, 2021, the Sponsor transferred 40,000 shares of Class B common stock, par value $0.0001 (the “Class B Common Stock”), of the Company to each of Mr. Davis, Mr. Golden, Mr. Heimowitz, Mr. Mills and Lois Mannon, the Company’s Chief Financial Officer. On April 13, 2021, the Sponsor transferred 28,000 shares of the Class B Common Stock to John Maher, the Company’s Chief Operating Officer. Pursuant to the Employment Agreement, Mr. Maher will receive an aggregate base salary of $10,000 per month in connection with his employment by the Company until the earlier of either (x) such time the Company completes its initial business combination or (y) the liquidation of the Company, subject to any earlier termination of employment as provided in the Employment Agreement.

 

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Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

 

The foregoing descriptions of the Letter Agreement and indemnity agreements do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the indemnity agreements, copies of which are attached as Exhibit 10.1 and 10.5 through 10.11 hereto and incorporated herein by reference.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 7, 2021, in connection with the IPO, the Company adopted the amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), which became effective on October 8, 2021, which both amends and restates the provisions of the original certificate of incorporation of the Company. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01Other Events.

 

$230 million was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Placement Warrants held in the trust account will not be released from the trust account (1) to the Company, until the completion of the Company’s initial business combination or (2) to the Company’s public stockholders, until the earliest of (a) the completion of the Company’s initial business combination, and then only in connection with the shares of Class A Common Stock that the Company’s public stockholders properly elected to redeem, subject to the limitations described in the Registration Statement, (b) the redemption of the public shares of Class A Common Stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of the shares of Class A Common Stock the right to have their shares of Class A Common Stock redeemed in connection with the Company’s initial business combination or to redeem 100% of the public shares of Class A Common Stock if the Company does not complete its initial business combination within 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO, as provided by Section 9.1(c) of the Company’s amended and restated certificate of incorporation) or (B) with respect to any other provision relating to the rights of holders of the shares of Class A Common Stock, and (c) the redemption of the public shares of Class A Common Stock if the Company has not consummated its business combination within 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO, as provided by Section 9.1(c) of the Company’s amended and restated certificate of incorporation), subject to applicable law.

 

On October 8, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on 8-K.

 

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Item 9.01Financial Statements and Exhibits.

 

(d)            Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit
No.		   Description of Exhibits
1.1   Underwriting Agreement, dated October 7, 2021, among the Company, BTIG, LLC and Mizuho Securities USA LLC, as representatives of the underwriters.
3.1   Amended and Restated Certificate of Incorporation.
4.1   Public Warrant Agreement, dated October 7, 2021 between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2   Private Warrant Agreement, dated October 7, 2021 between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1   Letter Agreement, dated October 7, 2021, among the Company and the Company’s officers and directors and the Sponsor
10.2   Investment Management Trust Agreement, dated October 7, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3   Registration Rights Agreement, dated October 7, 2021, among the Company and certain security holders.
10.4   Private Placement Warrants Purchase Agreement, dated October 7, 2021, between the Company and the Sponsor.
10.5   Indemnity Agreement, dated October 7, 2021, between the Company and J. Carney Hawks.
10.6   Indemnity Agreement, dated October 7, 2021, between the Company and John Maher.
10.7   Indemnity Agreement, dated October 7, 2021, between the Company and Lois A. Mannon.
10.8   Indemnity Agreement, dated October 7, 2021, between the Company and Eugene Davis.
10.9   Indemnity Agreement, dated October 7, 2021, between the Company and Daniel H. Golden.
10.10   Indemnity Agreement, dated October 7, 2021, between the Company and Marc Heimowitz.
10.11   Indemnity Agreement, dated October 7, 2021, between the Company and Joseph Mills.
10.12   Administrative Services Agreement, dated October 7, 2021, between the Company and GLC Advisors & Co., LLC.
10.13   Employment Letter Agreement, dated October 7, 2021, by and between the Company and John Maher, the Company’s Chief Operating Officer.
99.1   Press Release, dated October 8, 2021.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Hawks Acquisition Corp
   
Date: October 14, 2021 By: /s/ Lois A. Mannon
    Name: Lois A. Mannon
    Title: Chief Financial Officer

 

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