Statistiche di base
| CIK | 1829999 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FoxWayne Enterprises Acquisition Corp - Units (1 Ord Class A & 1 War)
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| February 13, 2024 |
BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY EX-99 2 bacpoa.htm BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Szabina Biro, Hannah Chae, Andres Ortiz Custodio, Kamil Dziedzic, Krishnan Harihanran, Kelvin Kwok, Frank Lui, James Todd, Michelle Wong, and Monica Yako as an attorney-in-fact for the Corporation acting |
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| February 13, 2024 |
FoxWayne Enterprises Acquisition Corp. / BANK OF AMERICA CORP /DE/ Passive Investment SC 13G/A 1 doc1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 01)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2023 |
FoxWayne Enterprises Acquisition Corp. / CVI Investments, Inc. - SC 13G/A Passive Investment CUSIP No: 35166L109 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securitie |
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| February 14, 2023 |
BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION EX-99 2 boa-poa2.htm BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Kelvin Kwok, Tolu Tade, Andres Ortiz Custodio, Frank Lui, James Todd, Zainab Tarteel, Hannah Chae and Monica Yako as an attorney-in-fact for the Corporation acting for the Corporation and in the Corpora |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2023 |
FoxWayne Enterprises Acquisition Corp. / BANK OF AMERICA CORP /DE/ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* FOXWAYNE ENTERPRISES ACQUISITION CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 13, 2023 |
FoxWayne Enterprises Acquisition Corp. / Beryl Capital Management LLC Passive Investment SC 13G/A 1 foxwayne13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) C |
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| February 10, 2023 |
FoxWayne Enterprises Acquisition Corp. / BASSO CAPITAL MANAGEMENT, L.P. - SC 13GA Passive Investment SC 13G/A 1 brhc10046564sc13ga.htm SC 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Fi |
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| February 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39891 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant |
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| January 24, 2023 |
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): January 23, 2023 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| January 24, 2023 |
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): January 23, 2023 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| January 19, 2023 |
FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Exhibit 10.1 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 January 12, 2023 Clover Inc. 1725 Avenue Road, PO Box 70059 Toronto, ON M5M 0A0 Canada Attention: Isaac Raichyk Dear Mr. Raichyk: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 16, 2022, by and among FoxWayne Enterprises Acquis |
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| January 19, 2023 |
Financial Statements and Exhibits, Termination of a Material Definitive Agreement 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): January 12, 2023 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction (Commission ( |
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| January 19, 2023 |
FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Exhibit 10.1 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 January 12, 2023 Clover Inc. 1725 Avenue Road, PO Box 70059 Toronto, ON M5M 0A0 Canada Attention: Isaac Raichyk Dear Mr. Raichyk: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 16, 2022, by and among FoxWayne Enterprises Acquis |
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| January 19, 2023 |
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): January 12, 2023 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction (Commission ( |
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| January 10, 2023 |
SC 13G/A 1 karpus-sch13g18686.htm KARPUS INVESTMENT MGT / (FOXW) FOXWAYNE ENTERPRISES ACQUISITION - SCHEDULE 13G/A(#5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) December |
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| December 28, 2022 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| December 8, 2022 |
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): December 8, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| December 8, 2022 |
DEFA14A 1 formdefa14a.htm 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): December 8, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other |
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| November 29, 2022 |
Exhibit 99.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. ANNOUNCES CHANGE OF SPECIAL MEETING DATE AND INCREASE IN ITS CONTRIBUTION TO THE TRUST ACCOUNT FOR EXTENSION PROPOSAL NEW YORK, November 29, 2022 /PRNewswire/ - FoxWayne Enterprises Acquisition Corp. (?FoxWayne? or the ?Company?) (Nasdaq: ?FOXW?, ?FOXWU?, ?FOXWW?) announced today that its special meeting of stockholders (the ?Special Meeting?) or |
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| November 29, 2022 |
Financial Statements and Exhibits, Other Events 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): November 29, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorpora |
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| November 29, 2022 |
Press Release, dated November 29, 2022 Exhibit 99.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. ANNOUNCES CHANGE OF SPECIAL MEETING DATE AND INCREASE IN ITS CONTRIBUTION TO THE TRUST ACCOUNT FOR EXTENSION PROPOSAL NEW YORK, November 29, 2022 /PRNewswire/ - FoxWayne Enterprises Acquisition Corp. (?FoxWayne? or the ?Company?) (Nasdaq: ?FOXW?, ?FOXWU?, ?FOXWW?) announced today that its special meeting of stockholders (the ?Special Meeting?) or |
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| November 29, 2022 |
DEFA14A 1 formdefa14a.htm 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): November 29, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39891 FOXWA |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 20, 2022 |
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): October 20, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) September 30, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 35166L109 (CUSIP Number) September 28, 2022 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| September 20, 2022 |
Form of Registration Rights Agreement Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation ( ?FoxWayne?), FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (?Sponsor?), the undersigned parties listed as Prior Holders on the sign |
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| September 20, 2022 |
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 001-39891 85-3093926 (State or other jurisdiction (Commission |
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| September 20, 2022 |
Exhibit 99.1 Live Streaming Social Entertainment Platform Powering the Creator Economy, Clover Inc., to Merge with Special Purpose Acquisition Company, FoxWayne Enterprises Acquisition Corp., to Become Public Company New entity poised to accelerate the development of Clover?s next generation platform for live streaming with a suite of new product introductions. Clover has a growing user base of ov |
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| September 20, 2022 |
Form of Parent Support Agreement Exhibit 10.3 FORM OF PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), CLOVER INC., a corporation organized under the laws of Ontario (the ?Company?) and the undersigned (?Stockholder?). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a Delaware corpo |
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| September 20, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., GOTHAM MERGER SUB, INC., CLOVER INC. and Isaac Raichyk, solely in his capacity as the Stockholders? Representative Dated as of September 16, 2022 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 3 1.1 The Merger 3 1.2 Effective Time 4 1.3 Organizational Documents 4 1.4 Officers and Directors of Parent and the |
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| September 20, 2022 |
Form of Sponsor Support Agreement Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION SPONSOR LLC, a Delaware limited liability company (?Sponsor?), FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), and CLOVER INC., a corporation organized under the laws of Ontario (the ?Company?). RECITALS |
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| September 20, 2022 |
Exhibit 99.1 Live Streaming Social Entertainment Platform Powering the Creator Economy, Clover Inc., to Merge with Special Purpose Acquisition Company, FoxWayne Enterprises Acquisition Corp., to Become Public Company New entity poised to accelerate the development of Clover?s next generation platform for live streaming with a suite of new product introductions. Clover has a growing user base of ov |
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| September 20, 2022 |
Form of Stockholder Support Agreement Exhibit 10.1 FORM OF STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), CLOVER INC., a corporation organized under the laws of Ontario (the ?Company?), and the undersigned (?Stockholder?). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a Del |
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| September 20, 2022 |
Form of Registration Rights Agreement Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation ( ?FoxWayne?), FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (?Sponsor?), the undersigned parties listed as Prior Holders on the sign |
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| September 20, 2022 |
Form of Sponsor Support Agreement Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION SPONSOR LLC, a Delaware limited liability company (?Sponsor?), FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), and CLOVER INC., a corporation organized under the laws of Ontario (the ?Company?). RECITALS |
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| September 20, 2022 |
425 1 form425.htm 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 001-39891 85-3093926 (State or other jurisd |
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| September 20, 2022 |
Form of Parent Support Agreement Exhibit 10.3 FORM OF PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), CLOVER INC., a corporation organized under the laws of Ontario (the ?Company?) and the undersigned (?Stockholder?). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a Delaware corpo |
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| September 20, 2022 |
Form of Stockholder Support Agreement Exhibit 10.1 FORM OF STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), CLOVER INC., a corporation organized under the laws of Ontario (the ?Company?), and the undersigned (?Stockholder?). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a Del |
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| September 20, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., GOTHAM MERGER SUB, INC., CLOVER INC. and Isaac Raichyk, solely in his capacity as the Stockholders? Representative Dated as of September 16, 2022 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 3 1.1 The Merger 3 1.2 Effective Time 4 1.3 Organizational Documents 4 1.4 Officers and Directors of Parent and the |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39891 FOXWAYNE E |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) July 29, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant |
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| July 26, 2022 |
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): July 20, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporation |
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| July 13, 2022 |
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): July 12, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporation |
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| July 13, 2022 |
Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation Exhibit 3.1 |
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| June 29, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (“Maker”) promises to pay to the order of or its successors or assigns (“Payee”) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger |
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| June 29, 2022 |
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): June 16, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporation |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 2, 2022 |
FOXWAYNE ENTERPRISES ACQUISITION CORP. Exhibit 99.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 22, 2021 (as restated) F-3 Notes to Financial Statement (as restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of FoxWayne Enterprises Acquisition Corp. Opinion on the Financial Statement We |
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| June 2, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisd |
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| May 26, 2022 |
PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39891 FOXWAYNE |
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| April 21, 2022 |
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): April 15, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporatio |
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| April 21, 2022 |
Exhibit 10.1 PROMISSORY NOTE $150,000 As of April 15, 2022 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of FoxWayne Enterprises Acquisition Sponsor LLC or its successors or assigns (?Payee?) the principal sum of One Hundred and Fifty Thousand Dollars ($150,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principa |
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| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) March 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant |
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| March 31, 2022 |
FoxWayne Enterprises Acquisition Corp. / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 35166L109 (CUSIP Number) March 21, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39891 FOXWAYNE ENTERPRISES ACQUISIT |
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| March 7, 2022 |
RW 1 formrw.htm FOXWAYNE ENTERPRISES ACQUISITION CORP. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 March 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Mary Mast Daniel Crawford Jeffrey Gabor Re: FoxWayne Enterprises Acquisition Corp. Request to Withdraw Registration Statement |
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| March 4, 2022 |
Exhibit 10.1 Execution Version Aerami Therapeutics Holdings, Inc. 2520 Meridian Parkway, Suite 400 Durham, North Carolina, 27713 March 4, 2022 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Attention: Mr. Robb Knie Dear Mr. Knie: Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of December 7, 2021, by |
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| March 4, 2022 |
Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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): March 4, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction (Commission (I.R |
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| March 4, 2022 |
425 1 form425.htm 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): March 4, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdictio |
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| March 4, 2022 |
Exhibit 99.1 Aerami Therapeutics Holdings, Inc. and FoxWayne Enterprises Acquisition Corp. Mutually Agree to Terminate Business Combination Agreement DURHAM, N.C. and NEW YORK, N.Y. ? March 4, 2022 ? Aerami Therapeutics Holdings, Inc. (?Aerami?), a biopharmaceutical company focused on developing inhaled therapies to treat severe respiratory and chronic diseases, and FoxWayne Enterprises Acquisitio |
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| March 4, 2022 |
Exhibit 10.1 Execution Version Aerami Therapeutics Holdings, Inc. 2520 Meridian Parkway, Suite 400 Durham, North Carolina, 27713 March 4, 2022 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Attention: Mr. Robb Knie Dear Mr. Knie: Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of December 7, 2021, by |
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| March 4, 2022 |
Exhibit 99.1 Aerami Therapeutics Holdings, Inc. and FoxWayne Enterprises Acquisition Corp. Mutually Agree to Terminate Business Combination Agreement DURHAM, N.C. and NEW YORK, N.Y. ? March 4, 2022 ? Aerami Therapeutics Holdings, Inc. (?Aerami?), a biopharmaceutical company focused on developing inhaled therapies to treat severe respiratory and chronic diseases, and FoxWayne Enterprises Acquisitio |
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| March 3, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s initial merger |
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| March 3, 2022 |
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): February 28, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorpora |
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| March 3, 2022 |
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): February 28, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorpora |
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| March 3, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s initial merger |
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| February 14, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s initial merger |
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| February 14, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (“Maker”) promises to pay to the order of or its successors or assigns (“Payee”) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 (January 25, 2022) FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other juri |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 (January 25, 2022) FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other juri |
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| February 14, 2022 |
As filed with the Securities and Exchange Commission on February 14, 2022 As filed with the Securities and Exchange Commission on February 14, 2022 Registration Statement No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 (January 14, 2022) FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other juri |
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| February 14, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s initial merger |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2022 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s initial merger |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 (January 14, 2022) FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other juri |
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| February 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FoxWayne Enterprises Acquisition Corp. |
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| February 11, 2022 |
FoxWayne Enterprises Acquisition Corp. / BASSO CAPITAL MANAGEMENT, L.P. - SC 13GA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Foxwayne Enterprises Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 26, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of September , 2021 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s init |
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| January 26, 2022 |
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): January 25, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| January 20, 2022 |
Exhibit 10.1 PROMISSORY NOTE $ As of , 2021 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s initial merger |
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| January 20, 2022 |
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): January 14, 2022 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| January 18, 2022 |
FOXWU / FoxWayne Enterprises Acquisition Corp. Unit / K2 PRINCIPAL FUND, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 35166L208 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num |
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| January 4, 2022 |
Consent of Darlene Deptula-Hicks to be named as a director Exhibit 99.3 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the ?Registrant?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| January 4, 2022 |
Consent of Steve Thornton to be named as a director Exhibit 99.1 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| January 4, 2022 |
Consent of Anne Whitaker to be named as a director Exhibit 99.2 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the ?Registrant?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| January 4, 2022 |
Consent of Bill Welch to be named as a director Exhibit 99.6 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| January 4, 2022 |
Consent of Renee Tannenbaum to be named as a director EX-99.5 15 ex99-5.htm Exhibit 99.5 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securiti |
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| January 4, 2022 |
As filed with the Securities and Exchange Commission on January 4, 2021 As filed with the Securities and Exchange Commission on January 4, 2021 Registration Statement No. |
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| January 4, 2022 |
Consent of Theodore Reiss to be named as a director Exhibit 99.7 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| January 4, 2022 |
Consent of John Patton to be named as a director Exhibit 99.4 Consent to be Named as a Director In connection with the filing by FoxWayne Enterprises Acquisition Corp. (the ?Registrant?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| December 7, 2021 |
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): December 7, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction (Commission ( |
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| December 7, 2021 |
Form of Sponsor Support Agreement. Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 7, 2021, is by and among FOXWAYNE ENTERPRISES ACQUISITION SPONSOR LLC, a Delaware limited liability company (“Sponsor”), FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), and AERAMI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”). RECIT |
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| December 7, 2021 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., GOTHAM MERGER SUB, INC., AERAMI THERAPEUTICS HOLDINGS, INC. and STEVE THORNTON, solely in his capacity as the Stockholders’ Representative Dated as of December 7, 2021 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 3 1.1 The Merger 3 1.2 Effective Time 4 1.3 Organizational Documents 4 1.4 Officers and Direc |
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| December 7, 2021 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., GOTHAM MERGER SUB, INC., AERAMI THERAPEUTICS HOLDINGS, INC. and STEVE THORNTON, solely in his capacity as the Stockholders’ Representative Dated as of December 7, 2021 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 3 1.1 The Merger 3 1.2 Effective Time 4 1.3 Organizational Documents 4 1.4 Officers and Direc |
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| December 7, 2021 |
Form of Parent Support Agreement. Exhibit 10.3 FORM OF PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT (this ?Agreement?), dated as of December 7, 2021, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), AERAMI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the ?Company?) and the undersigned (?Stockholder?). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a Delaware co |
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| December 7, 2021 |
EX-10.3 5 ex10-3.htm Exhibit 10.3 FORM OF PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT (this “Agreement”), dated as of December 7, 2021, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), AERAMI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”) and the undersigned (“Stockholder”). RECITALS A. Parent, the Company, GOTHAM MERGER SUB |
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| December 7, 2021 |
Exhibit 99.1 Innovative Inhaled Drug Delivery Developer Aerami Therapeutics to Merge with Special Purpose Acquisition Company FoxWayne Enterprises Acquisition Corp. to Become Public Company New entity poised to accelerate the development of Aerami?s diverse pipeline of next-generation inhaled therapies AER-901, Aerami?s proprietary inhaled, nebulized formulation of imatinib, targeted to advance in |
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| December 7, 2021 |
Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 7, 2021, is by and among FOXWAYNE ENTERPRISES ACQUISITION SPONSOR LLC, a Delaware limited liability company (“Sponsor”), FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), and AERAMI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”). RECIT |
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| December 7, 2021 |
Exhibit 10.1 FORM OF STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of December 7, 2021, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), AERAMI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), and the undersigned (“Stockholder”). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a |
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| December 7, 2021 |
Form of Stockholder Support Agreement. Exhibit 10.1 FORM OF STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of December 7, 2021, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (?Parent?), AERAMI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the ?Company?), and the undersigned (?Stockholder?). RECITALS A. Parent, the Company, GOTHAM MERGER SUB, INC., a |
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| December 7, 2021 |
Exhibit 99.1 Innovative Inhaled Drug Delivery Developer Aerami Therapeutics to Merge with Special Purpose Acquisition Company FoxWayne Enterprises Acquisition Corp. to Become Public Company New entity poised to accelerate the development of Aerami’s diverse pipeline of next-generation inhaled therapies AER-901, Aerami’s proprietary inhaled, nebulized formulation of imatinib, targeted to advance in |
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| December 7, 2021 |
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): December 7, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction (Commission ( |
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| November 24, 2021 |
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): November 24, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorpora |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39891 FOXWA |
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| September 27, 2021 |
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 21, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorpor |
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| September 27, 2021 |
Exhibit 10.1 PROMISSORY NOTE $ As of September , 2021 FoxWayne Enterprises Acquisition Corp. (?Maker?) promises to pay to the order of or its successors or assigns (?Payee?) the principal sum of ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker?s init |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39891 FOXWAYNE E |
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| May 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39891 FOXWA |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39891 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition R |
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| April 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ???) * FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 35166L109 (CUSIP Number) March 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua |
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| April 8, 2021 |
Exhibit 3.1 STATE OF DELAWARE CORRECTED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOXWAYNE ENTERPRISES ACQUISITION CORP. FoxWayne Enterprises Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The name of the corporation is FoxWayne Enterprises Acquisition Corp. (the ?Company?) |
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| April 8, 2021 |
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): April 5, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporation |
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| March 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39891 FOXWAYNE ENTERPRISES ACQU |
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| March 18, 2021 |
SC 13G 1 efc21-235sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 35166L109 (CUSIP Number) March 1, 2021 (Date of Event which Requires Filing of this Stateme |
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| February 25, 2021 |
Other Events, Financial Statements and Exhibits 8-K 1 form8-k.htm 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): February 25, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdi |
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| February 25, 2021 |
FoxWayne Enterprises Acquisition Corp. Announces Securities to Commence Separate Trading EX-99.1 2 ex99-1.htm Exhibit 99.1 FoxWayne Enterprises Acquisition Corp. Announces Securities to Commence Separate Trading New York, NY, February 25, 2021 (PR NEWSWIRE) – FoxWayne Enterprises Acquisition Corp. (NASDAQ: FOXWU) (the “Company”) announced today that separate trading of its shares of Class A common stock and warrants underlying the Company’s units would commence on or about Friday, Feb |
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| January 29, 2021 |
CUSIP No: 35166L208 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities |
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| January 28, 2021 |
FOXWAYNE ENTERPRISES ACQUISITION CORP. Exhibit 99.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 22, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of FoxWayne Enterprises Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying b |
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| January 28, 2021 |
Other Events, Financial Statements and Exhibits 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): January 22, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| January 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 FoxWayne Enterprises Acquisition Corp. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 35166L208 (CUSIP Number) January 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 22, 2021 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January 19, 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. 17 Battery Place, Suite 625 New York, NY 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “C |
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| January 22, 2021 |
EX-10.5 9 ex10-5.htm Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited |
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| January 22, 2021 |
FoxWayne Enterprises Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering EX-99.1 10 ex99-1.htm Exhibit 99.1 FoxWayne Enterprises Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering New York, NY, January 19, 2021 (PR NEWSWIRE) – FoxWayne Enterprises Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 5,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and |
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| January 22, 2021 |
Second Amended and Restated Certificate of Incorporation. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOXWAYNE ENTERPRISES ACQUISITION CORP. January 20, 2021 FoxWayne Enterprises Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FoxWayne Enterprises Acquisition Corp.”. The original certificate o |
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| January 22, 2021 |
EX-4.1 4 ex4-1.htm Exhibit 4.1 WARRANT AGREEMENT between FOXWAYNE ENTERPRISES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2021, is by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant age |
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| January 22, 2021 |
EX-10.1 5 ex10-1.htm Exhibit 10.1 January 19, 2021 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between FoxWayne Enterprises Acquisi |
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| January 22, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021, is made and entered into by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), FoxWayne Enterprises Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (e |
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| January 22, 2021 |
Exhibit 10.4 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 January 19, 2021 FoxWayne Enterprises Acquisition Sponsor LLC 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration |
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| January 22, 2021 |
EX-99.2 12 ex99-2.htm Exhibit 99.2 FoxWayne Enterprises Acquisition Corp. Announces Closing of $57,500,000 Initial Public Offering Including Full Exercise of the Underwriters’ Over-Allotment Option New York, NY, January 22, 2021 (PR NEWSWIRE) – FoxWayne Enterprises Acquisition Corp. (“FoxWayne” or the “Company”) announced today that has closed its initial public offering of 5,750,000 units at $10. |
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| January 22, 2021 |
EX-10.2 6 ex10-2.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021 by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration s |
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| January 22, 2021 |
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): January 19, 2021 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39891 85-3093926 (State or other jurisdiction of incorporat |
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| January 21, 2021 |
FoxWayne Enterprises Acquisition Corp. 5,000,000 Units Filed Pursuant to Rule 424(b)(4) PROSPECTUS Registration No. 333-251203 FoxWayne Enterprises Acquisition Corp. $50,000,000 5,000,000 Units FoxWayne Enterprises Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, |
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| January 15, 2021 |
January 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Asia Timmons-Pierce Re: FoxWayne Enterprises Acquisition Corp. Registration Statement on Form S-1 Filed December 9, 2020, as amended File No. 333-251203 Dear Ms. Timmons-Pierce: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended ( |
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| January 15, 2021 |
CORRESP 1 filename1.htm FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 January 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Asia Timmons-Pierce Re: FoxWayne Enterprises Acquisition Corp. Registration Statement on Form S-1 Filed December 9, 2020, as amended File No. 333- 251203 Dear M |
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| January 14, 2021 |
CORRESP 1 filename1.htm FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 January 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Asia Timmons-Pierce Re: FoxWayne Enterprises Acquisition Corp. Registration Statement on Form S-1 Filed December 9, 2020, as amended File No. 333- 251203 Dear M |
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| January 14, 2021 |
CORRESP 1 filename1.htm January 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Asia Timmons-Pierce Re: FoxWayne Enterprises Acquisition Corp. Registration Statement on Form S-1 Filed December 9, 2020, as amended File No. 333-251203 Dear Ms. Timmons-Pierce: On January 12, 2021, the undersigned, |
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| January 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FOXWAYNE ENTERPRISES ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3093926 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer I |
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| January 12, 2021 |
FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 January 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Asia Timmons-Pierce Re: FoxWayne Enterprises Acquisition Corp. Registration Statement on Form S-1 Filed December 9, 2020, as amended File No. 333- 251203 Dear Ms. Timmons-Pierce: Pursu |
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| January 12, 2021 |
CORRESP 1 filename1.htm January 12, 2021 VIA EDGAR Ms. Asia Timmons-Pierce Mr. Jay Ingram U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: FoxWayne Enterprises Acquisition Corp. Registration Statement on Form S-1 Filed December 9, 2020, as amended File No. 333-251203 Dear Ms. Timmons-Pierce and Mr. Ingram: Pursuant to Rule 461 of the General Rules and Regulations |
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| January 8, 2021 |
Exhibit 10.2 [ ], 2021 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between FoxWayne Enterprises Acquisition Corp., a Delaware corpo |
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| January 8, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 35166L 208 FOXWAYNE ENTERPRISES ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Sto |
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| January 8, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January [ ], 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. 17 Battery Place, Suite 625 New York, NY 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), hereby c |
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| January 8, 2021 |
EX-4.2 5 ex4-2.htm Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 35166L 109 FOXWAYNE ENTERPRISES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF FOXWAYNE ENTERPRISES ACQUISITION CORP. (TH |
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| January 8, 2021 |
Exhibit 14.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions |
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| January 8, 2021 |
EX-10.6 12 ex10-6.htm Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liabi |
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| January 8, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.** Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), FoxWayne Enterprises Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each suc |
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| January 8, 2021 |
Exhibit 99.3 CONSENT OF MICHAEL REAVEY FoxWayne Enterprises Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| January 8, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW FOXWAYNE ENTERPRISES ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 35166L 117 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder o |
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| January 8, 2021 |
Exhibit 99.6 CONSENT OF SUNDEEP AGRAWAL FoxWayne Enterprises Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| January 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 7, 2021. Registration No. 333-251203 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FoxWayne Enterprises Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3093926 (State or Other Jur |
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| January 8, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT between FOXWAYNE ENTERPRISES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, a |
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| January 8, 2021 |
Form of Compensation Committee Charter.** Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF FOXWAYNE ENTERPRISES ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of FoxWayne Enterprises Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, inclu |
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| January 8, 2021 |
Form of Audit Committee Charter.** Exhibit 99.1 FOXWAYNE ENTERPRISES ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of FoxWayne Enterprises Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities as they relate to the Company’ |
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| January 8, 2021 |
Form of Second Amended and Restated Certificate of Incorporation** Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOXWAYNE ENTERPRISES ACQUISITION CORP. [ ], 2021 FoxWayne Enterprises Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FoxWayne Enterprises Acquisition Corp.”. The original certificate of incor |
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| January 8, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333 |
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| January 8, 2021 |
Consent of Jonathan Hale Zippin.** Exhibit 99.5 CONSENT OF JONATHAN HALE ZIPPIN FoxWayne Enterprises Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being |
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| January 8, 2021 |
Form of Administrative Services Agreement between the Registrant and the Sponsor** Exhibit 10.8 FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 , 2021 FoxWayne Enterprises Acquisition Sponsor LLC 1 Rockefeller Plaza, Suite 1039 New York, New York 10020 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement” |
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| January 8, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi |
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| January 8, 2021 |
Exhibit 99.4 CONSENT OF JEFF PAVELL FoxWayne Enterprises Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in |
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| December 8, 2020 |
Exhibit 3.3 BY LAWS OF FOXWAYNE ENTERPRISES ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered a |
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| December 8, 2020 |
Exhibit 10.5 FOXWAYNE ENTERPRISES ACQUISITION CORP. October 15, 2020 FoxWayne Enterprises Acquisition Sponsor LLC RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is effective as of October 15, 2020, by and between FoxWayne Enterprises Acquisition Sponsor LLC, incorporated under the laws of Delaware (the “Subscriber” or “you”), and FoxWayne Enterprises A |
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| December 8, 2020 |
Certificate of Incorporation, as amended.* Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOXWAYNE ENTERPRISES ACQUISITION CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) FoxWayne Enterprises Acquisition Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), |
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| December 8, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 8, 2020. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FoxWayne Enterprises Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3093926 (State or Other Jurisdiction of Incorpor |
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| December 8, 2020 |
Promissory Note, dated September 30, 2020, issued to Robb Knie* Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 8, 2020 |
Ms. Asia Timmons-Pierce December 8, 2020 Mr. Jay Ingram Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, DC 20549 Re: FoxWayne Enterprises Acquisition Corp. Draft Registration Statement on Form S-1 Submitted on November 4, 2020 File No. 377-03739 Dear Ms. Timmons-Pierce and Mr. Ingram: This letter sets forth the responses of FoxWayne Enterprises Acqu |
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| November 4, 2020 |
Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212. |
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| November 4, 2020 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 3, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FoxWayne Enterprises Acquisition Corp. (Exact name of registra |
