Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information relating to the Notes (as defined below) included in Item 8.01 is incorporated by reference in this item to the extent required.




Item 8.01 Other Events


On January 25, 2022, Robb Knie, the Chief Executive Officer of FoxWayne Enterprises Acquisition Corp. ("FoxWayne"), loaned $150,000 to FoxWayne. The loan was evidenced by a promissory note ("Note") which is non-interest bearing, non-convertible, and payable upon the consummation of the FoxWayne's initial merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities. If an initial merger, share exchange, asset acquisition or other similar business combination is not consummated, the Note will not be repaid by FoxWayne and all amounts owed thereunder by FoxWayne will be forgiven except to the extent that FoxWayne has funds available to it outside of its trust account.

The foregoing summary of the Notes is qualified in its entirety by reference to the text of the Note, a form of which is filed as an exhibit hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit No.   Description of Exhibit
10.1            Form of Promissory Note
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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