Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.





(a)

The management of FoxWayne Enterprises Acquisition Corp. (the "Company") has re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting classification of the shares of its Class A common stock, par value $0.0001 per share (the "Public Shares"), issued as part of the units sold in the Company's initial public offering (the "IPO") on January 22, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company's management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company's initial business combination.

Therefore, on November 24, 2021, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee"), after discussion with WithumSmith+Brown, PC ("Withum"), the Company's independent registered public accounting firm, concluded that the Company's previously issued unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 5, 2021 (the "Affected Period"), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected Period in an amendment to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the "Trust Account").

The Company's management has concluded that in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective as the Company did not detect an error in the classification related to complex financial instruments. The Company intends to take the following steps to remediate the material weakness:





  ? The Company intends expand and improve its review process for complex
    securities and related accounting standards;

  ? The Company intends to have increased communication among its personnel and
    third-party professionals with whom it consults regarding complex accounting
    applications; and

  ? The Company intends to establish additional monitoring and oversight controls
    designed to ensure the accuracy and completeness of its financial statements
    and related disclosures.

The Company's management and the audit committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Withum.

Cautionary Statement Regarding Forward-Looking Statements

This report may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such statements may include, but are not limited to, statements regarding the impact of the Company's restatement of certain historical financial statements, the Company's cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weakness. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company's filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2021, as may be amended, supplemented or superseded from time to time by other reports the Company files with the SEC, including its Quarterly Reports on Form 10-Q. Copies of such filings are available for free on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, or to reflect the occurrence of unanticipated events, except as required by law.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit No.   Description
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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