UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 16, 2022
FOXWAYNE
ENTERPRISES ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
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001-39891 |
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85-3093926 |
(State
or other jurisdiction |
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(Commission |
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(I.R.S.
Employer |
of
incorporation) |
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File
Number) |
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Identification
No.) |
1
Rockefeller Plaza, Suite 1039
New
York, New York 10020 |
(Address of principal executive
offices, including zip code) |
Registrant’s
telephone number, including area code: (917) 284-8938
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
Units, each consisting of one share of Class A Common
Stock and one Redeemable Warrant to purchase one share of Class A common stock |
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FOXWU |
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The Nasdaq Stock Market
LLC |
Class A Common Stock, par value $0.0001 per share |
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FOXW |
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The Nasdaq Stock Market
LLC |
Redeemable Warrants, each exercisable for one share
of Class A Common Stock at an exercise price of $11.50 per share |
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FOXWW |
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The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. |
Entry into
a Material Definitive Agreement |
Agreement
and Plan of Merger
On
September 16, 2022, FoxWayne Enterprises Acquisition Corp., a Delaware corporation (“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 Isaac Raichyk as the stockholders’ representative (the “Stockholders’
Representative”), entered into an Agreement and Plan of Merger (“Merger Agreement”) 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) (the “Effective Time”) and Merger Sub will be merged with and into
the Continued Company (the “Merger,” and together with the other transactions related thereto, the “Proposed
Transactions”), with the Continued Company surviving the Merger as a wholly owned subsidiary of FoxWayne (the “Surviving
Corporation”).
The
Merger Agreement and the transactions contemplated thereby were approved by the board of directors of FoxWayne, Merger Sub and Clover.
The transactions set forth in the Merger Agreement, including the Merger, will constitute a “Business Combination.” Unless
expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
Treatment
of Continued Company Securities
At
the Effective Time, by virtue of the Merger and without any action on the part of FoxWayne, Merger Sub, the Continued Company or the
holders of any of Continued Company’s securities:
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(i) |
each share of Class A Common
Stock of the Continued Company, no par value per share (the “Continued Company Class A Common Stock”), each share
of Class B Common Stock of Continued Company, no par value per share (the “Continued Company Class B Common Stock”),
each share of Class AAA Preferred Stock of Continued Company, no par value per share (the “Continued Company Class AAA Preferred
Stock”) and each share of the Continued Company’s convertible non-voting preferred stock, no par value per share
(the “Continued Company Convertible Preferred Stock” and together with the Continued Company Class A Common Stock,
Continued Company Class B Common Stock and Continued Company Class AAA Preferred Stock, the “Continued Company Capital Stock”)
issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number
of shares of FoxWayne’s common stock, par value $0.0001 per share (the “FoxWayne Common Stock”) allocable
from the Aggregate Consideration as set forth in the Consideration Schedule of the Merger Agreement (collectively, the “Per
Share Consideration”). “Aggregate Consideration” means 15,747,500 shares of FoxWayne Common Stock; |
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(ii) |
all shares
of Continued Company Capital Stock held in treasury by FoxWayne, the Continued Company or any wholly owned subsidiary of FoxWayne
or the Continued Company will be canceled without any conversion thereof and no payment or distribution will be made with respect
thereto; |
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(iii) |
each share of Merger Sub
issued and outstanding immediately prior to the Effective Time will be converted into one share of the Surviving Corporation; |
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(iv) |
certain warrants to acquire
Continued Company Capital Stock (each, a “Continued Company Warrant”) that are identified in the Merger Agreement,
will be assumed by FoxWayne (each, an “Assumed Warrant”). All other warrants of the Continued Company shall be
cancelled or terminated prior to the Effective Time. Each Assumed Warrant will be exercisable for such number of whole shares of
FoxWayne Common Stock (rounded up to the nearest whole share) at the per share exercise price (rounded up to the nearest whole cent)
as set forth in the Consideration Schedule. The number of shares of FoxWayne Common Stock into which an Assumed Warrant is exercisable
shall be based on the Per Share Consideration for the relevant Continued Company Capital Stock into which such Assumed Warrant is
exercisable, and the per share exercise price shall be ratably adjusted; |
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(v) |
no fractional shares of
FoxWayne Common Stock will be issued by virtue of the Merger and any fractional shares otherwise issuable to a holder of the Continued
Company’s securities (after aggregating all fractional shares of FoxWayne Common Stock that otherwise would be received by
such holder) will be rounded down to the nearest whole share of FoxWayne Common Stock. |
Representations
and Warranties
The
parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. The representations
and warranties of Clover, or the Continued Company, as applicable, FoxWayne and Merger Sub will not survive the Closing.
Covenants
The
Merger Agreement includes covenants of FoxWayne relating to, among other things, (i) operating its business in the ordinary course, (ii)
disbursement of Trust Account funds, (iii) providing access and information to Clover or the Continued Company, as applicable, and its
Representatives, (iv) restrictions on soliciting, initiating or discussing alternative transaction proposals with third parties and ceasing
discussions regarding alternative transaction proposals, (v) indemnification and insurance; (vi) using reasonable best efforts to cause
FoxWayne Common Stock being issued pursuant to the Merger Agreement to be approved for listing on Nasdaq; and (vii) obtaining an opinion
from a financial advisor that the total consideration to FoxWayne’s stockholders is fair such stockholders from a financial point
of view.
The
Merger Agreement includes covenants of Clover and the Continued Company, as applicable, relating to, among other things, (i) the continuation
of Clover from Ontario to Delaware; (ii) conducting its business in the ordinary course; (iii) providing access and information to FoxWayne
and its Representatives; (iv) not making claims against the Trust Account; (v) restrictions on soliciting, initiating or discussing alternative
transaction proposals with third parties; (vi) delivering audited and unaudited financial statements, as applicable; and (vii) soliciting
written consents from the Continued Company’s stockholders in favor of the adoption and approval of the Merger Agreement and the
transactions contemplated thereby.
The
Merger Agreement also contains additional, customary joint covenants of the parties to, among other things, prepare a Registration Statement
on Form S-4 with respect to the FoxWayne Common Stock issuable under the Merger Agreement, which Form S-4 will contain a proxy statement
of FoxWayne (the “Registration Statement / Proxy Statement”) that includes provisions for approval and/or adoption
of (i) the Business Combination, including the Merger and Merger Agreement, (ii) amendments and restatements of FoxWayne’s charter
and bylaws, (iii) issuance of the Aggregate Consideration pursuant to the Merger Agreement, (iv) FoxWayne’s equity incentive plan,
and (v) certain other proposals at a special meeting of the holders of FoxWayne Common Stock (collectively, the “Proposals”).
Conditions
to Closing
Mutual
The
respective obligations of each of Clover, the Continued Company, FoxWayne and Merger Sub to consummate the Merger are subject to the
satisfaction or waiver, at or prior to the Closing of each of the following conditions:
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(i) |
approval by
FoxWayne stockholders of the Proposals set forth in the Registration Statement / Proxy Statement; and receipt of the requisite written
consent of the Continued Company’s stockholders adopting the Merger Agreement and approving the Merger and other transactions
contemplated by the Merger Agreement; |
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(iii) |
no Governmental Authority
of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and restrains,
enjoins, makes illegal or otherwise prohibits the consummation of the Merger Agreement and other transactions contemplated thereby; |
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(iv) |
specified consents, registrations,
approvals, clearances, Permits and authorizations from Governmental Entities shall have been obtained; and |
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(v) |
the Registration Statement
/ Proxy Statement having been declared effective by the Securities and Exchange Commission (“SEC”) and no stop
order suspending the effectiveness of the Registration Statement / Proxy Statement being in effect, and no Proceedings for purposes
of suspending the effectiveness of the Registration Statement / Proxy Statement having been initiated or threatened by the SEC. |
FoxWayne
and Merger Sub
The
obligations of FoxWayne and Merger Sub to consummate the Merger are subject to the satisfaction or waiver, at or prior to the Closing
of additional conditions, including, but not limited to, the following:
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(i) |
Clover’s
or the Continued Company’s, as applicable representations and warranties being true and correct to the extent set forth in
the Merger Agreement; |
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(ii) |
Clover or the Continued
Company, as applicable, having complied with or performed in all material respects with all covenants and obligations required by
the Merger Agreement to be complied with or performed by it on or prior to the Closing; |
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(iii) |
no Material Adverse Effect
having occurred on the Continued Company between the date of the Merger Agreement and the Closing; |
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(iv) |
there not being more than
25.0% of dissenting shares of Clover capital stock; |
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(v) |
payment
of all consulting fees (not to exceed, in the aggregate, $500,000) incurred by FoxWayne in connection with the consummation of the
transactions contemplated by the Merger Agreement; and |
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(vi) |
FoxWayne’s board of directors having received
a fairness opinion acceptable to the board. |
Continued
Company
The
obligation of the Continued Company to consummate the Merger is subject to the satisfaction or waiver, at or prior to the Closing of
additional conditions, including, but not limited to, the following:
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(i) |
the representations
and warranties of FoxWayne and Merger Sub being true and correct to the extent set forth in the Merger Agreement; |
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(ii) |
each of FoxWayne and Merger
Sub having complied with or performed in all material respects with all covenants and obligations required by the Merger Agreement
to be complied with or performed by it on or prior to the Closing; |
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(iii) |
no Material
Adverse Effect having occurred on FoxWayne between the date of the Merger Agreement and the Closing; |
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(iv) |
FoxWayne having made all
necessary arrangements with the Trustee to have the funds in the Trust Account disbursed or available to FoxWayne in accordance with
the Trust Agreement and the Merger Agreement, contemporaneously with the Closing; |
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(v) |
FoxWayne having at least
$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”); |
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(vi) |
The FoxWayne Common Stock
to be issued pursuant to the Merger Agreement being listed or approved for listing on Nasdaq; and |
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(vii) |
receipt by the Continued
Company of the effective resignations of certain directors and executive officers of FoxWayne
as set forth in the Merger Agreement. |
Closing
The
closing of the Merger will occur as promptly as practicable, but in no event later than three Business Days following the satisfaction
or waiver of all of the conditions to Closing.
Termination
The
Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Clover or the Continued
Company, as applicable, and FoxWayne and in certain other limited circumstances, including if the Merger has not been consummated by
January 22, 2023 (the “Outside Date”) (as such date may be extended pursuant to the Merger Agreement).
Either
FoxWayne or the Continued Company may also terminate the Merger Agreement if (i) [certain/the] Proposals fail to receive the requisite
vote for approval at a special meeting of the holders of FoxWayne Common Stock; (ii) a Governmental Authority issues an Order or takes
any other action which restrains, enjoins or otherwise prohibits the Merger or (iii) if (A) any representation or warranty of FoxWayne,
Merger Sub or Clover contained in the Merger Agreement shall be inaccurate or (B) the covenants or obligations of FoxWayne, Merger Sub
or Clover or the Continued Company, as applicable, contained in the Merger Agreement shall have been breached in any material respect;
provided, however, that if an inaccuracy or breach is curable by the breaching party during the 30 calendar day period after the non-breaching
party notifies the breaching party in writing of the existence of such inaccuracy or breach (the “Cure Period”), then
the non-breaching party may not terminate the Merger Agreement as a result of such inaccuracy or breach prior to the expiration of the
Cure Period unless the breaching party is no longer continuing to exercise reasonable best efforts to cure such inaccuracy or breach.
FoxWayne may also terminate the Merger Agreement if (i) a Material Adverse Effect shall have occurred with respect to Clover; (ii) if
Clover fails to obtain, within 30 days from the date of the Merger Agreement (A) payoff letters from any creditors (the “Company
Creditors”), or (B) consent from the Company Creditors to the transactions contemplated by the Merger Agreement, in form and
substance reasonably acceptable to the FoxWayne in its sole and absolute discretion, which consent shall include an agreement to extend
the respective maturity dates of any obligations by Clover to such Company Creditors to a date that is no less than 30 days following
the Outside Date; and (iii) if either (A) the FoxWayne board of directors shall not have received a fairness opinion issued by the financial
advisor acceptable to the board, or (B) the fairness opinion has been withdrawn. In addition, Clover may terminate the Merger Agreement
if a Material Adverse Effect shall have occurred with respect to FoxWayne and its Subsidiaries, taken as a whole.
Effect
of Termination
If
the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no liability under the Merger Agreement
on the part of any party thereto, except as set forth in the Merger Agreement.
A
copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
The foregoing description of the Merger Agreement and the Proposed Transactions is incomplete and is subject to, and qualified in its
entirety by, reference to the actual Merger Agreement. The Merger Agreement and other agreements described below have been included as
exhibits to this Current Report on Form 8-K to provide security holders with information regarding their terms. They are not intended
to provide any other factual information about FoxWayne, Merger Sub, Clover or the Continued Company, as applicable. In particular, the
assertions embodied in representations and warranties by FoxWayne, Merger Sub and Clover or the Continued Company, as applicable, contained
in the Merger Agreement were made as of a specified date, are subject to important qualifications and limitations agreed to by the parties
in connection with negotiating such agreement, including being qualified by confidential information in the disclosure letters provided
by the parties in connection with the execution of the Merger Agreement, and are subject to standards of materiality applicable to the
contractive parties that may differ from those applicable to security holders. The confidential disclosures contain information that
modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain
representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the parties, rather than
establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the Merger Agreement
as characterizations of the actual state of facts about FoxWayne, Merger Sub or Clover or the Continued Company, as applicable. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in FoxWayne’s public disclosures.
Support
Agreements
Clover
Stockholder Support Agreement
Contemporaneously
with the execution of the Merger Agreement, certain officers and directors of Clover delivered Stockholder Support Agreements to FoxWayne.
Under the Stockholder Support Agreement terms, such Clover stockholders agreed to vote in favor of the Merger and the transactions contemplated
by the Merger Agreement. In addition, Clover or the Continued Company, as applicable, agreed to use its best efforts to obtain additional
Stockholder Support Agreements from certain of its larger stockholders. A copy of the form of Stockholder Support Agreement is filed
with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the
form of Stockholder Support Agreement is incomplete and is subject to, and qualified in its entirety by, reference to the actual agreement.
Sponsor
Support Agreement
Contemporaneously
with the execution of the Merger Agreement, FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”),
delivered the Sponsor Support Agreement, pursuant to which, among other things, Sponsor agreed to vote in favor of the Merger and the
transactions contemplated by the Merger Agreement. A copy of the form of Sponsor Support Agreement is filed with this Current Report
on Form 8-K as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the form of Sponsor Support
Agreement is incomplete and is subject to, and qualified in its entirety by, reference to the actual agreement.
FoxWayne
Stockholder Support Agreement
Contemporaneously
with the execution of the Merger Agreement, certain officers and directors of FoxWayne delivered Parent Support Agreements, pursuant
to which, among other things, such FoxWayne stockholders agreed to vote in favor of the Merger and the transactions contemplated by the
Merger Agreement. In addition, FoxWayne agreed to use its best efforts to obtain additional Parent Support Agreements from certain of
its stockholders. A copy of the form of Parent Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3 and
is incorporated herein by reference. The foregoing description of the form of Parent Support Agreement is incomplete and is subject to,
and qualified in its entirety by, reference to the actual agreement.
Registration
Rights Agreement
In
connection with the Closing, Clover, FoxWayne, and certain of their respective stockholders will enter into a registration rights agreement
(the “Registration Rights Agreement”). Following the Business Combination of FoxWayne and the Continued Company (together
with their subsidiaries, the “Combined Company”), pursuant to the Registration Rights Agreement, the Combined Company
will be required to file a registration statement covering the resale of registrable securities held by the stockholders party thereto.
A copy of the form of Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated
herein by reference. The foregoing description of the Registration Rights Agreement is incomplete and is subject to, and qualified in
its entirety by, reference to the form of the Registration Rights Agreement.
Item 7.01. |
Regulation
FD Disclosure. |
On
September 20, 2022, FoxWayne and Clover 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 and incorporated in this Item 7.01 by reference.
The
information in this Item 7.01 and Exhibit 99.1 will
not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section,
nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The
submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in
this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with Regulation FD.
Important
Information for Stockholders
This
Current Report on Form 8-K and the exhibits hereto is not a proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or a solicitation of any
vote or approval, or of an offer to buy the securities of FoxWayne or Clover, nor shall there be any sale of any such 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 state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
the Securities Act.
In
connection with the Proposed Transactions, FoxWayne intends to file the Registration Statement / Proxy Statement with the SEC,
which will include a proxy statement/prospectus of FoxWayne. FoxWayne also plans to file other documents with the SEC regarding the Proposed
Transactions. After the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to
the stockholders of FoxWayne. STOCKHOLDERS OF FOXWAYNE AND CLOVER ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING
ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders
will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about FoxWayne
and Clover once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants
in the Solicitation
FoxWayne
and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FoxWayne
in connection with the Proposed Transactions. Clover and its officers and directors may also be deemed participants in such solicitation.
Information about the directors and executive officers of FoxWayne is set forth in FoxWayne’s Definitive Proxy Statement on Schedule
14A for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on June 6, 2022. To
the extent that holdings of FoxWayne’s securities have changed from the amounts reported in such proxy statement, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor “provisions
under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained
in this Current Report on Form 8-K,
including statements regarding FoxWayne’s or Clover’s or the Continued Company’s future results of operations and financial
position, the amount of cash expected to be available to Clover after the Closing and giving effect to any redemptions by FoxWayne stockholders,
The Continued Company’s business strategy, and expected use of proceeds, are forward-looking statements. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “target,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective management teams of Clover
and FoxWayne and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of Clover or the Continued Company, as applicable, and FoxWayne.
These
forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed
transaction: (1) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect
the price of FoxWayne’s securities; (2) the failure to satisfy the conditions to closing the proposed transaction, including the
approval by the stockholders of FoxWayne and the Continued Company; (3) the risk that some or all of FoxWayne’s stockholders may
redeem their shares at the closing of the proposed transaction; (4) the effect of the announcement or pendency of the proposed transaction
on the Continued Company’s business relationships and business generally; (5) the outcome of any legal proceedings that may be
instituted related to the proposed transaction; (6) the ability to realize the anticipated benefits of the proposed transaction; (7)
the risk that the Continued Company may use its capital resources sooner than it expects; (8) Clover has incurred operating losses in
the past, expects to incur operating losses in the future and may never achieve or maintain profitability, (9) Clover has an evolving
business model with much of its recent growth coming from its entry in the emerging and highly competitive livestreaming market, (10)
the Continued Company’s growth and profitability will rely, in part, on its ability to attract and retain users through cost-effective
marketing efforts, (11) Distribution and marketing of, and access to, the Continued Company’s services, relies , in significant
part on a variety of third-party platforms, (12) Inappropriate actions by certain of Continued Company’s users could be attributed
to Continued Company and damage its brands’ reputations, which could adversely affect its business, (13)
the risk the combined company will fail to realize the anticipated benefits of the proposed transaction; and (14) other risks and uncertainties
indicated from time to time in FoxWayne’s public filings with the SEC. If any of these risks materialize or FoxWayne’s and
Clover’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither FoxWayne nor Clover presently know, or that FoxWayne or Clover currently believe
are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect FoxWayne’s and Clover’s expectations, plans or forecasts of future events and views as of the date of
this Current Report on Form 8-K. FoxWayne and Clover anticipate that subsequent events and developments will cause FoxWayne’s and
Clover’s assessments to change. However, while FoxWayne and Clover may elect to update these forward-looking statements at some
point in the future, FoxWayne and Clover specifically disclaim any obligation to do so, except as otherwise required by law. These forward-looking
statements should not be relied upon as representing FoxWayne’s and Clover’s assessments of any date subsequent to the date
of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer
to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of 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 state
or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
†
Certain of the schedules (and/or exhibits) have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (and/or exhibit) will be furnished to the SEC upon
request
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FoxWayne Enterprises Acquisition Corp. |
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Date: September 20, 2022 |
By: |
/s/ Robb
Knie |
|
Name: |
Robb Knie |
|
Title: |
Chief Executive Officer |
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