Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

On May 26, 2021, Locust Walk Acquisition Corp., a Delaware corporation ("LWAC"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among LWAC, Locust Walk Merger, Sub Inc., a Delaware corporation and a wholly owned subsidiary of LWAC ("Merger Sub"), and eFFECTOR Therapeutics, Inc., a Delaware corporation ("eFFECTOR"). Pursuant to the terms and conditions of the Merger Agreement, a business combination between LWAC and eFFECTOR will be effected through the merger of Merger Sub with and into eFFECTOR, with eFFECTOR surviving the merger as a wholly owned subsidiary of LWAC (the "Merger"). The Board of Directors of LWAC (the "Board") has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of LWAC. In addition, in connection with the consummation of the Merger, LWAC will be renamed "eFFECTOR Therapeutics, Inc."

Treatment of eFFECTOR Securities

Preferred Stock. Immediately prior to the effective time of the Merger (the "Effective Time") and subject to the consent of the holders of 70% of eFFECTOR's preferred stock, par value $0.0001 per share (the "eFFECTOR Preferred Stock"), each issued and outstanding share of eFFECTOR Preferred Stock will be converted into shares of the common stock, par value $0.0001 per share, of eFFECTOR (the "eFFECTOR Common Stock") at the then-applicable conversion rates.

Warrants. Immediately prior to the Effective Time, eFFECTOR will cause each outstanding warrant to purchase shares of eFFECTOR capital stock (the "eFFECTOR Warrants") to be exercised in full on a cash or cashless basis or terminated without exercise.

Common Stock. At the Effective Time, each share of eFFECTOR Common Stock (including shares outstanding as a result of the conversion of the eFFECTOR Preferred Stock and the exercise of the eFFECTOR Warrants, but excluding shares the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive such number of shares of common stock, par value $0.0001 per share, of LWAC ("LWAC Common Stock") as calculated based on the Exchange Ratio (as defined below) and a number of Earn-Out Shares (as defined below) as set forth in the Merger Agreement. "Exchange Ratio" is defined in the Merger Agreement to be 34,000,000 divided by the number of shares of fully diluted eFFECTOR capital stock (which equals the outstanding shares of eFFECTOR Common Stock and options to purchase shares of eFFECTOR Common Stock as of immediately prior to the Effective Time, after giving effect to the conversion of the eFFECTOR Preferred Stock and exercise of the eFFECTOR Warrants and as further adjusted pursuant to the Merger Agreement).

Stock Options. At the Effective Time, each outstanding option to purchase shares of eFFECTOR Common Stock will be converted into an option (each, an "Assumed Option") to purchase shares of LWAC Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.

Earn-Out Shares. Following the closing of the Merger (the "Closing"), former holders of shares of eFFECTOR Common Stock (including shares received as a result of the conversion of eFFECTOR Preferred Stock and exercise of the eFFECTOR Warrants) and eFFECTOR stock options will be entitled to receive their pro rata share of up to 5,000,000 additional shares of LWAC Common Stock (the "Earn-Out Shares") if, within a two-year

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period following the Closing (the "Earn-Out Period"), the closing share price of LWAC Common Stock equals or exceeds $20.00 over at least 20 trading days within a 30-day trading period (the "Triggering Event") and, in respect of each former holder of eFFECTOR stock options, such holder continues to provide services to LWAC or one of its subsidiaries at the time of such Triggering Event. The Earn-Out Shares will also be earned and issuable in the event of a change in control of LWAC during the Earn-Out Period that results in the holders of LWAC Common Stock receiving a per-share price equal to or in excess of $20.00.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and permits, (e) financial statements and internal controls, (f) absence of certain changes and undisclosed liabilities, (g) litigation, (h) labor and employee matters, (i) environmental matters, (j) tax matters, (k) real and personal property, (l) intellectual property, (m) insurance, (n) material contracts, (o) brokers and finders, (p) regulatory compliance and (q) transactions with affiliates.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for LWAC and eFFECTOR to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of LWAC, approvals of the Merger Agreement and the Merger, the restated certificate of incorporation, the share issuance under the rules of the Nasdaq Capital Market ("Nasdaq") and the incentive award plan and employee stock purchase plan of the combined company. LWAC has also agreed to include in the proxy statement/prospectus the recommendation of the Board that stockholders approve all of the proposals to be presented at the special meeting.

LWAC Incentive Award Plan

LWAC has agreed to approve and adopt an incentive award plan (the "Incentive Plan") and employee stock purchase plan (the "ESPP"), in each case to be effective as of the Closing and in a form mutually acceptable to LWAC and eFFECTOR. The Incentive Plan shall provide for an initial aggregate share reserve equal to 11.00% of the number of shares of LWAC Common Stock outstanding immediately following the Closing. The ESPP shall provide for an initial aggregate share reserve equal to 1.50% of the number of shares of LWAC Common Stock outstanding immediately following the Closing. Subject to approval of the Incentive Plan and the ESPP by LWAC's stockholders, LWAC has agreed to file an effective Form S-8 Registration Statement with the Securities and Exchange Commission (the "SEC") following the Effective Time with respect to the shares of LWAC Common Stock issuable under the Incentive Plan and ESPP.



Non-Solicitation Restrictions
. . .

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Report under the heading "Subscription Agreements/PIPE" is incorporated by reference herein. The shares of LWAC Common Stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On May 27, 2021, LWAC and eFFECTOR issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.

Furnished as Exhibit 99.2 is an investor presentation that will be used by LWAC and eFFECTOR in connection with the Merger.

LWAC and eFFECTOR will hold a webcast to discuss the Merger at 9:00 am Eastern Time on May 27, 2021. A copy of the presentation and script to be used on the webcast is furnished as Exhibits 99.3 and 99.4 hereto, respectively.

The information in this Item 7.01 and Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between LWAC and eFFECTOR All statements other than statements of historical facts contained in this report, including statements regarding LWAC or eFFECTOR's future results of operations and financial position, the amount of cash expected to be available to eFFECTOR after the Closing and giving effect to any redemptions by LWAC stockholders, eFFECTOR's business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated products and expected use of proceeds, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of LWAC's securities; the failure to satisfy the conditions to closing the transaction, including the approval by the stockholders of LWAC and the receipt of certain governmental and regulatory approvals; the risk that some or all of LWAC's stockholders may redeem their shares at the closing of the transaction; the effect of the announcement or pendency of the transaction on the eFFECTOR's business relationships and business generally; the outcome of any legal proceedings that may be instituted related to the transaction; the ability to realize the anticipated benefits of the transaction; eFFECTOR may use its capital resources sooner than it expects; and the risks associated with eFFECTOR's business set forth in the Appendix to

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the investor presentations filed as exhibits to this report. Moreover, eFFECTOR operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond LWAC's and eFFECTOR's control, you should not rely on these forward-looking statements as predictions of future events. The foregoing list of factors is not exclusive, and you should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of LWAC's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 29, 2021, the registration statement on Form S-4 discussed below and other documents filed by LWAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law. LWAC and eFFECTOR assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither LWAC nor eFFECTOR gives any assurance that either LWAC or eFFECTOR or the combined company will achieve its expectations.

Important Information for Investors and Stockholders

This document relates to a proposed transaction between LWAC and eFFECTOR. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. LWAC intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of LWAC, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be sent to all LWAC stockholders. LWAC also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of LWAC are urged to carefully read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction, including the terms of the proposed transaction, the parties involved and the risks associated with the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by LWAC through the website maintained by the SEC at www.sec.gov or by directing a request to: Locust Walk Acquisition Corp., 200 Clarendon Street, 51st Floor, Boston, MA 02116, Attention: Chris Ehrlich.

Participants in the Solicitation

LWAC and eFFECTOR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from LWAC's stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of LWAC and information regarding their interests in the Merger will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit                                  Description

 2.1*         Agreement and Plan of Merger dated as of May 26, 2021, by and among
            Locust Walk Acquisition Corp., Locust Walk Merger Sub, Inc. and
            eFFECTOR Therapeutics, Inc.

10.1          Sponsor Support Agreement dated as of May 26, 2021 by and among
            Locust Walk Sponsor, LLC, eFFECTOR Therapeutics, Inc. and Locust Walk
            Acquisition Corp.

10.2          Sponsor Lock-up Agreement dated as of May 26, 2021 by and between
            Locust Walk Sponsor, LLC and Locust Walk Acquisition Corp.

10.3          Form of Subscription Agreement

10.4          Form of Amended and Restated Registration Rights Agreement

99.1          Press Release issued by LWAC and eFFECTOR on May 27, 2021

99.2          Investor Presentation dated May 27, 2021

99.3          Investor Presentation dated May 27, 2021

99.4          Script for Investor Webcast

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). LWAC agrees to furnish supplementally a

copy of all omitted exhibits and schedules to the SEC upon its request.

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