Clover Inc. entered into a definitive business combination agreement to acquire FoxWayne Enterprises Acquisition Corp. (NasdaqCM:FOXW) from a group of shareholders for approximately $160 million in a reverse merger transaction on September 16, 2022. As part of the transaction, FoxWayne will be issuing 15,747,500 shares of its common stock. 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). 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. 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. Current Clover stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-closing. Upon closing of the transaction, the combined company will be named "Clover Media Inc." and will be led by Isaac Raichyk, Chief Executive Officer of Clover, and the current management team. The combined company's common stock is expected to continue to be listed on the Nasdaq Capital Market LLC.

The transaction is subject to, among other things, the approval of the stockholders of both Clover and FoxWayne; specified consents, registrations, approvals, clearances, Permits and authorizations from Governmental Entities shall have been obtained; the Registration Statement / Proxy Statement having been declared effective by the Securities and Exchange Commission (“ SEC ”); FoxWayne having at least $5,000,001 of net tangible assets; FoxWayne Common Stock to be issued pursuant to the Merger Agreement being listed or approved for listing on Nasdaq; receipt by the Continued Company of the effective resignations of certain directors and executive officers of FoxWayne and satisfaction or waiver of the conditions stated in the definitive business combination agreement. The boards of directors of both Clover and FoxWayne have unanimously approved the proposed transaction. The board of directors believes that it is in the best interests of the stockholders to continue the Company's existence in order to allow the Company more time to complete an initial business combination. Accordingly, the Company's board of directors is proposing the Extension Proposal to extend the Company's corporate existence. As on November 29, 2022, FoxWayne Enterprises Acquisition announced that its special meeting of stockholders originally scheduled for Wednesday, November 30, 2022, is being postponed to Tuesday December 13, 2022. As a result of this change, the Meeting will now be held on December 13, 2022. Transaction is anticipated to close in the first quarter of 2023. As of 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.

Joseph P. Galda of J.P. Galda & Co. acted as the legal advisor to Clover. Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP acted as the legal advisor to FoxWayne. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent and Kingsdale Advisors acted as information agent to FoxWayne Enterprises Acquisition. Kingsdale Advisors received $11,500 as fees from FoxWayne Enterprises.

Clover Inc. cancelled the acquisition of FoxWayne Enterprises Acquisition Corp. (NasdaqCM:FOXW) from a group of shareholders in a reverse merger transaction on January 12, 2023.