Current Report Filing (8-k)
25 January 2023 - 9:26AM
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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
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1
Rockefeller Plaza, Suite 1039
New
York, New York 10020
(Address
of principal executive offices, including ZIP code)
(917)
284-8938
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing 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 ) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
FOXWU |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, par value $0.0001 per share |
|
FOXW |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one share of Class A Common Stock for $11.50 per share |
|
FOXWW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
8.01 Other Events.
On
January 23, 2023, Foxwayne Enterprise Acquisition Corp. (the “Company”) determined to cancel its special meeting of
stockholders that was originally scheduled for November 30, 2022 and postponed until January 18, 2023, and to withdraw from consideration
by the stockholders of the Company the proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on December 22, 2022.
In
addition, on January 23, 2023, the Company also determined, that due to its inability to consummate an initial business combination within
the time period required by its Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”),
the Company intends to dissolve and liquidate in accordance with the provisions of its the Charter and will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares that were issued in its initial public offering (the “Public Shares”), at a per-share redemption
price of approximately $10.175.
As
of the close of business on January 27, 2023, the Public Shares will be deemed cancelled and will represent only the right to
receive the redemption amount.
In
order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to
take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a
non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata
portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the
Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take
any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business
days after January 27, 2023.
The
Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding ordinary shares issued prior to the
Company’s initial public offering.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
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.
| Dated:
January 24, 2023 |
FoxWayne
Enterprises Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Robb Knie |
| |
Name:
|
Robb
Knie |
| |
Title: |
Chief
Executive Officer |
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