Item 1.01. Entry into a Material Definitive Agreement.

On January 22, 2021, FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the "Company"), consummated its initial public offering (the "IPO") of 5,750,000 units (the "Units"), which included 750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one redeemable warrant of the Company ("Warrant"), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $57,500,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-251203) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on December 8, 2020 (as amended, the "Registration Statement"):





  ? An Underwriting Agreement, dated January 19, 2021, by and between the Company
    and Kingswood Capital Markets, a division of Benchmark Investments, Inc., a
    copy of which is attached as Exhibit 1.1 hereto and incorporated herein by
    reference.




  ? A Warrant Agreement, dated January 19, 2021, by and between the Company and
    Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
    is attached as Exhibit 4.1 hereto and incorporated herein by reference.




  ? A Letter Agreement, dated January 19, 2021, by and among the Company, its
    officers, its directors, the Company's sponsor, FoxWayne Enterprises
    Acquisition Sponsor LLC (the "Sponsor") and its other initial stockholders, a
    copy of which is attached as Exhibit 10.1 hereto and incorporated herein by
    reference.




  ? An Investment Management Trust Agreement, dated January 19, 2021, by and
    between the Company and Continental Stock Transfer & Trust Company, as
    trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated
    herein by reference.




  ? A Registration Rights Agreement, dated January 19, 2021, by and among the
    Company, the Sponsor and the Company's other initial stockholders, a copy of
    which is attached as Exhibit 10.3 hereto and incorporated herein by reference.




  ? An Administrative Services Agreement, dated January 19, 2021, by and between
    the Company and the Sponsor, a copy of which is attached as Exhibit 10.4
    hereto and incorporated herein by reference.




  ? A Private Placement Warrant Purchase Agreement, dated January 19, 2021 (the
    "Warrant Subscription Agreement"), by and between the Company and the Sponsor,
    a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by
    reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Warrant Subscription Agreement, the Company completed the private sale of an aggregate of 2,800,000 Warrants (the "Private Placement Warrants") (including 300,000 Private Placement Warrants sold in connection with the full exercise of the underwriters' over-allotment option) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $2,800,000. The Private Placement Warrants are identical to the Warrants included in the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.





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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2021, in connection with the IPO, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Second Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.




Item 8.01. Other Events.

A total of $58,075,000, comprised of $55,275,000 of the proceeds from the IPO (which amount includes $2,012,500 of the underwriter's deferred discount) and $2,800,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $50,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation (a) to modify the substance or timing of its obligation to offer redemption rights in connection with any proposed initial business combination or to redeem 100% of the Company's public shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 18 months if the Company extends the period of time to consummate a business combination) or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or up to 18 months if the Company extends the period of time to consummate a business combination), subject to applicable law.

On January 19, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 22, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.    Description

1.1             Underwriting Agreement, dated January 19, 2021, by and between the
              Company and Kingswood Capital Markets, a division of Benchmark
              Investments, Inc.

3.1             Second Amended and Restated Certificate of Incorporation.

4.1             Warrant Agreement, dated January 19, 2021, by and between the
              Company and Continental Stock Transfer & Trust Company, as warrant
              agent.

10.1            Letter Agreement, dated January 19, 2021, by and among the Company
              and its officers, its directors the Sponsor and other initial
              stockholders.

10.2            Investment Management Trust Agreement, dated January 19, 2021, by
              and between the Company and Continental Stock Transfer & Trust
              Company, as trustee.

10.3            Registration Rights Agreement, dated January 19, 2021, by and
              among the Company, the Sponsor and other initial stockholders.

10.4            Administrative Services Agreement, dated January 19, 2021, by and
              between the Company and the Sponsor.

10.5            Private Placement Warrant Purchase Agreement, dated January 19,
              2021, by and between the Company and the Sponsor.

99.1            Press Release, dated January 19, 2021.

99.2            Press Release, dated January 22, 2021.




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