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

The information relating to the Note (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 June 16, 2022, Robb Knie, the Chief Executive Officer of FoxWayne Enterprises Acquisition Corp. ("FoxWayne"), loaned $50,000 to FoxWayne. In addition, on April 15, 2022, several shareholders of FoxWayne Enterprises Acquisition Sponsor ("FoxWayne Sponsor"), loaned an aggregate of $254,999 to FoxWayne. The loans were evidenced by promissory notes (each, a "Note") which are 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 Notes 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 Notes, 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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