Item 1.01. Entry into a Material Definitive Agreement






Agreement and Plan of Merger

On September 16, 2022, FoxWayne Enterprises Acquisition Corp., a Delaware corporation ("FoxWayne"), Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of FoxWayne ("Merger Sub"), Clover Inc., a corporation organized under the laws of Ontario ("Clover") and Isaac Raichyk as the stockholders' representative (the "Stockholders' Representative"), entered into an Agreement and Plan of Merger ("Merger Agreement") pursuant to which, among other things, Clover will be continued from Ontario into Delaware (the "Continued Company") immediately prior to the effective time of the Merger (as defined herein) (the "Effective Time") and Merger Sub will be merged with and into the Continued Company (the "Merger," and together with the other transactions related thereto, the "Proposed Transactions"), with the Continued Company surviving the Merger as a wholly owned subsidiary of FoxWayne (the "Surviving Corporation").

The Merger Agreement and the transactions contemplated thereby were approved by the board of directors of FoxWayne, Merger Sub and Clover. The transactions set forth in the Merger Agreement, including the Merger, will constitute a "Business Combination." Unless expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

Treatment of Continued Company Securities

At the Effective Time, by virtue of the Merger and without any action on the part of FoxWayne, Merger Sub, the Continued Company or the holders of any of Continued Company's securities:





  (i) each share of Class A Common Stock of the Continued Company, no par value
      per share (the "Continued Company Class A Common Stock"), each share of
      Class B Common Stock of Continued Company, no par value per share (the
      "Continued Company Class B Common Stock"), each share of Class AAA Preferred
      Stock of Continued Company, no par value per share (the "Continued Company
      Class AAA Preferred Stock") and each share of the Continued Company's
      convertible non-voting preferred stock, no par value per share (the
      "Continued Company Convertible Preferred Stock" and together with the
      Continued Company Class A Common Stock, Continued Company Class B Common
      Stock and Continued Company Class AAA Preferred Stock, the "Continued
      Company Capital Stock") issued and outstanding immediately prior to the
      Effective Time will be canceled and converted into the right to receive the
      number of shares of FoxWayne's common stock, par value $0.0001 per share
      (the "FoxWayne Common Stock") allocable from the Aggregate Consideration as
      set forth in the Consideration Schedule of the Merger Agreement
      (collectively, the "Per Share Consideration"). "Aggregate Consideration"
      means 15,747,500 shares of FoxWayne Common Stock;




  (ii)  all shares of Continued Company Capital Stock held in treasury by
        FoxWayne, the Continued Company or any wholly owned subsidiary of FoxWayne
        or the Continued Company will be canceled without any conversion thereof
        and no payment or distribution will be made with respect thereto;

  (iii) each share of Merger Sub issued and outstanding immediately prior to the
        Effective Time will be converted into one share of the Surviving
        Corporation;

  (iv)  certain warrants to acquire Continued Company Capital Stock (each, a
        "Continued Company Warrant") that are identified in the Merger Agreement,
        will be assumed by FoxWayne (each, an "Assumed Warrant"). All other
        warrants of the Continued Company shall be cancelled or terminated prior
        to the Effective Time. Each Assumed Warrant will be exercisable for such
        number of whole shares of FoxWayne Common Stock (rounded up to the nearest
        whole share) at the per share exercise price (rounded up to the nearest
        whole cent) as set forth in the Consideration Schedule. The number of
        shares of FoxWayne Common Stock into which an Assumed Warrant is
        exercisable shall be based on the Per Share Consideration for the relevant
        Continued Company Capital Stock into which such Assumed Warrant is
        exercisable, and the per share exercise price shall be ratably adjusted;




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  (v) no fractional shares of FoxWayne Common Stock will be issued by virtue of
      the Merger and any fractional shares otherwise issuable to a holder of the
      Continued Company's securities (after aggregating all fractional shares of
      FoxWayne Common Stock that otherwise would be received by such holder) will
      be rounded down to the nearest whole share of FoxWayne Common Stock.

Representations and Warranties

The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties of Clover, or the Continued Company, as applicable, FoxWayne and Merger Sub will not survive the Closing.





Covenants

The Merger Agreement includes covenants of FoxWayne relating to, among other things, (i) operating its business in the ordinary course, (ii) disbursement of Trust Account funds, (iii) providing access and information to Clover or the Continued Company, as applicable, and its Representatives, (iv) restrictions on soliciting, initiating or discussing alternative transaction proposals with third parties and ceasing discussions regarding alternative transaction proposals, (v) indemnification and insurance; (vi) using reasonable best efforts to cause FoxWayne Common Stock being issued pursuant to the Merger Agreement to be approved for listing on Nasdaq; and (vii) obtaining an opinion from a financial advisor that the total consideration to FoxWayne's stockholders is fair such stockholders from a financial point of view.

The Merger Agreement includes covenants of Clover and the Continued Company, as applicable, relating to, among other things, (i) the continuation of Clover from Ontario to Delaware; (ii) conducting its business in the ordinary course; (iii) providing access and information to FoxWayne and its Representatives; (iv) not making claims against the Trust Account; (v) restrictions on soliciting, initiating or discussing alternative transaction proposals with third parties; (vi) delivering audited and unaudited financial statements, as applicable; and (vii) soliciting written consents from the Continued Company's stockholders in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby.

The Merger Agreement also contains additional, customary joint covenants of the parties to, among other things, prepare a Registration Statement on Form S-4 with respect to the FoxWayne Common Stock issuable under the Merger Agreement, which Form S-4 will contain a proxy statement of FoxWayne (the "Registration Statement / Proxy Statement") that includes provisions for approval and/or adoption of (i) the Business Combination, including the Merger and Merger Agreement, (ii) amendments and restatements of FoxWayne's charter and bylaws, (iii) issuance of the Aggregate Consideration pursuant to the Merger Agreement, (iv) FoxWayne's equity incentive plan, and (v) certain other proposals at a special meeting of the holders of FoxWayne Common Stock (collectively, the "Proposals").





Conditions to Closing



Mutual

The respective obligations of each of Clover, the Continued Company, FoxWayne and Merger Sub to consummate the Merger are subject to the satisfaction or waiver, at or prior to the Closing of each of the following conditions:





  (i)   approval by FoxWayne stockholders of the Proposals set forth in the
        Registration Statement / Proxy Statement; and receipt of the requisite
        written consent of the Continued Company's stockholders adopting the
        Merger Agreement and approving the Merger and other transactions
        contemplated by the Merger Agreement;

  (iii) no Governmental Authority of competent jurisdiction having enacted,
        issued, promulgated, enforced or entered any Law or Order that is in
        effect and restrains, enjoins, makes illegal or otherwise prohibits the
        consummation of the Merger Agreement and other transactions contemplated
        thereby;




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  (iv) specified consents, registrations, approvals, clearances, Permits and
       authorizations from Governmental Entities shall have been obtained; and

  (v)  the Registration Statement / Proxy Statement having been declared effective
       by the Securities and Exchange Commission ("SEC") and no stop order
       suspending the effectiveness of the Registration Statement / Proxy
       Statement being in effect, and no Proceedings for purposes of suspending
       the effectiveness of the Registration Statement / Proxy Statement having
       been initiated or threatened by the SEC.




FoxWayne and Merger Sub

The obligations of FoxWayne and Merger Sub to consummate the Merger are subject to the satisfaction or waiver, at or prior to the Closing of additional conditions, including, but not limited to, the following:





  (i)   Clover's or the Continued Company's, as applicable representations and
        warranties being true and correct to the extent set forth in the Merger
        Agreement;

  (ii)  Clover or the Continued Company, as applicable, having complied with or
        performed in all material respects with all covenants and obligations
        required by the Merger Agreement to be complied with or performed by it on
. . .

Item 7.01. Regulation FD Disclosure.

On September 20, 2022, FoxWayne and Clover issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

The information in this Item 7.01 and Exhibit 99.1 will not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with Regulation FD.





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Important Information for Stockholders

This Current Report on Form 8-K and the exhibits hereto is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or a solicitation of any vote or approval, or of an offer to buy the securities of FoxWayne or Clover, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

In connection with the Proposed Transactions, FoxWayne intends to file the Registration Statement / Proxy Statement with the SEC, which will include a proxy statement/prospectus of FoxWayne. FoxWayne also plans to file other documents with the SEC regarding the Proposed Transactions. After the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of FoxWayne. STOCKHOLDERS OF FOXWAYNE AND CLOVER ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about FoxWayne and Clover once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

FoxWayne and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FoxWayne in connection with the Proposed Transactions. Clover and its officers and directors may also be deemed participants in such solicitation. Information about the directors and executive officers of FoxWayne is set forth in FoxWayne's Definitive Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on June 6, 2022. To the extent that holdings of FoxWayne's securities have changed from the amounts reported in such proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the "safe harbor "provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements regarding FoxWayne's or Clover's or the Continued Company's future results of operations and financial position, the amount of cash expected to be available to Clover after the Closing and giving effect to any redemptions by FoxWayne stockholders, The Continued Company's business strategy, and expected use of proceeds, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "target," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective management teams of Clover and FoxWayne and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Clover or the Continued Company, as applicable, and FoxWayne.





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These forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed transaction: (1) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of FoxWayne's securities; (2) the failure to satisfy the conditions to closing the proposed transaction, including the approval by the stockholders of FoxWayne and the Continued Company; (3) the risk that some or all of FoxWayne's stockholders may redeem their shares at the closing of the proposed transaction; (4) the effect of the announcement or pendency of the proposed transaction on the Continued Company's business relationships and business generally; (5) the outcome of any legal proceedings that may be instituted related to the proposed transaction; (6) the ability to realize the anticipated benefits of the proposed transaction; (7) the risk that the Continued Company may use its capital resources sooner than it expects; (8) Clover has incurred operating losses in the past, expects to incur operating losses in the future and may never achieve or maintain profitability, (9) Clover has an evolving business model with much of its recent growth coming from its entry in the emerging and highly competitive livestreaming market, (10) the Continued Company's growth and profitability will rely, in part, on its ability to attract and retain users through cost-effective marketing efforts, (11) Distribution and marketing of, and access to, the Continued Company's services, relies , in significant part on a variety of third-party platforms, (12) Inappropriate actions by certain of Continued Company's users could be attributed to Continued Company and damage its brands' reputations, which could adversely affect its business, (13) the risk the combined company will fail to realize the anticipated benefits of the proposed transaction; and (14) other risks and uncertainties indicated from time to time in FoxWayne's public filings with the SEC. If any of these risks materialize or FoxWayne's and Clover's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither FoxWayne nor Clover presently know, or that FoxWayne or Clover currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect FoxWayne's and Clover's expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. FoxWayne and Clover anticipate that subsequent events and developments will cause FoxWayne's and Clover's assessments to change. However, while FoxWayne and Clover may elect to update these forward-looking statements at some point in the future, FoxWayne and Clover specifically disclaim any obligation to do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing FoxWayne's and Clover's assessments of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.





No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Exhibit

2.1 †           Agreement and Plan of Merger, dated as of September 16, 2022, by
              and among FoxWayne, Merger Sub, Clover and the Stockholders'
              Representative
10.1            Form of Stockholder Support Agreement
10.2            Form of Sponsor Support Agreement
10.3            Form of Parent Support Agreement
10.4            Form of Registration Rights Agreement
99.1            Press Release, dated September 20, 2022
104           Cover Page Interactive Data File (embedded within the XBRL document)

† Certain of the schedules (and/or exhibits) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (and/or exhibit) will be furnished to the SEC upon request

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