Item 8.01 Other Events.
On August 8, 2021, Locust Walk Acquisition Corp. ("LWAC" or the "Company") filed
with the Securities and Exchange Commission (the "SEC") a registration statement
on Form S-4, which includes a document that will serve as a prospectus and proxy
statement, referred to as a proxy statement/prospectus, in connection with a
proposed business combination (the "Business Combination") with eFFECTOR
Therapeutics, Inc. ("eFFECTOR"). Among the matters to be voted upon at the
special meeting of stockholders to be held on August 24, 2021 is a proposal to
approve the amended and restated certificate of incorporation of the Company
(the "Proposed Charter"), which would become effective following the closing of
the Business Combination. The proxy statement/prospectus summarizes amendments
that would be effected by the Proposed Charter, including changes to the
Company's authorized capital stock, the required vote to amend the Company's
certificate of incorporation in the future, the required vote to amend the
Company's bylaws in the future, the requirements that must be met to remove a
member of the Board of Directors, the number of classes of the Board of
Directors, the forum for the resolution of complaints asserting a cause of
action arising under the Securities Act of 1933, as amended, and the removal of
blank check company provisions. Please note that a vote in favor of this
proposal would be a vote for the Proposed Charter in its entirety, including all
of the above-described changes. If you vote in favor of the approval of the
Proposed Charter but would like to express your views on some or all of the
amendments to the current certificate of incorporation as advisory feedback to
the Company's Board of Directors, please send a letter to the attention of the
Board of Directors of Locust Walk Acquisition Corp., c/o the Chief Executive
Officer of Locust Walk Acquisition Corp., 200 Clarendon Street, 51st Floor,
Boston, MA 02116.
Additional Information and Where to Find It
On May 26, 2021, eFFECTOR entered into a definitive Agreement and Plan of Merger
(the "Merger Agreement") with LWAC, a special purpose acquisition company, and
Locust Walk Merger Sub, Inc., a wholly owned subsidiary of LWAC.
In connection with the Merger Agreement, LWAC has filed a registration statement
on Form S-4 with the SEC, which includes the proxy statement/prospectus. The
proxy statement/prospectus was sent to all LWAC stockholders on or about
August 13, 2021. LWAC will also file other documents regarding the Merger
Agreement and the transactions contemplated thereby (the "Transactions") with
the SEC. Before making any voting decision, investors and security holders of
LWAC are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed with the SEC in
connection with the Transactions as they become available because they will
contain important information about the Transactions, including the terms of the
Transactions, the parties involved and the risks associated with the
Transactions.
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. Alternatively, these documents, when
available, can be obtained free of charge from LWAC upon written request to
Locust Walk Acquisition Corp., c/o eFFECTOR, 11120 Roselle Street, Suite A, San
Diego, CA 92121, Attn: Secretary, or by calling (858) 925-8215.
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 Transactions. A list of the names of the
directors and executive officers of LWAC and information regarding their
interests in the Transactions are contained in the proxy statement/prospectus.
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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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 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 risk that the Transactions may not be
completed in a timely manner or at all and the failure to satisfy the conditions
to closing the Transactions. 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 SEC on March 29, 2021, the registration
statement on Form S-4 discussed above 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, including the
risk that the conditions under the Merger Agreement are not satisfied.
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.
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