Item 1.02. Termination of Material Definitive Agreement

As previously disclosed, on September 16, 2022, FoxWayne Enterprises Acquisition Corp., a Delaware corporation ("FoxWayne"), entered into an Agreement and Plan of Merger ("Merger Agreement"), by and among FoxWayne, Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of FoxWayne ("Merger Sub"), Clover Inc., a corporation organized under the laws of Ontario ("Clover"), and the stockholders' representative.

On January 12, 2023, by mutual agreement, the parties entered into a letter agreement to terminate the Merger Agreement pursuant to Section 9.1(a) thereof. Except as otherwise set forth in the Merger Agreement, none of parties shall have any further liability thereunder.

Upon termination of the Merger Agreement, the Stockholder Support Agreement (as defined in the Merger Agreement), the Sponsor Support Agreement (as defined in the Merger Agreement) and the Parent Support Agreement (as defined in the Merger Agreement) terminated pursuant to their terms.

The foregoing summary of the letter agreement is qualified in its entirety by the text of the letter agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Merger Agreement, the Stockholder Support Agreement, the Sponsor Support Agreement and the Parent Support Agreement are qualified in their entirety by reference to the full text of the Merger Agreement, the form of Stockholder Support Agreement, the form of Sponsor Support Agreement and the form of Parent Support Agreement, copies of which were filed as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to the Current Report on Form 8-K filed by FoxWayne on September 20, 2022, which are incorporated herein by reference.





Forward Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are based on the opinions and estimates of management of FoxWayne, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure to close a future potential business combination, the amount of redemptions, the ability to retain key personnel and the ability to achieve stockholder and regulatory approvals, industry trends, legislation or regulatory requirements and developments in the global economy as well as the public health crisis related to the coronavirus (COVID-19) pandemic and resulting significant negative effects to the global economy and significant volatility and disruption of financial markets, increased operating costs and the impact of government shutdowns. Additional information on these and other factors that may cause actual results and FoxWayne's performance to differ materially is included in FoxWayne's periodic reports ?led with the SEC. Copies of FoxWayne's filings with the SEC are available publicly on the SEC's website at www.sec.gov or may be obtained by contacting FoxWayne. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and FoxWayne undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.


Exhibit No.   Exhibit
10.1            Letter Agreement, dated as of January 12, 2023, by and among
              FoxWayne, Merger Sub, Clover and the Stockholders' Representative

104           Cover Page Interactive Data File (embedded within the XBRL document)



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