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.
© Edgar Online, source Glimpses