Item 8.01 Other Events.
On January 23, 2023, Foxwayne Enterprise Acquisition Corp. (the "Company")
determined to cancel its special meeting of stockholders that was originally
scheduled for November 30, 2022 and postponed until January 18, 2023, and to
withdraw from consideration by the stockholders of the Company the proposals set
forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the
U.S. Securities and Exchange Commission on December 22, 2022.
In addition, on January 23, 2023, the Company also determined, that due to its
inability to consummate an initial business combination within the time period
required by its Second Amended and Restated Certificate of Incorporation, as
amended (the "Charter"), the Company intends to dissolve and liquidate in
accordance with the provisions of its the Charter and will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public
shares that were issued in its initial public offering (the "Public Shares"), at
a per-share redemption price of approximately $10.175.
As of the close of business on January 27, 2023, the Public Shares will be
deemed cancelled and will represent only the right to receive the redemption
amount.
In order to provide for the disbursement of funds from the trust account, the
Company will instruct the trustee of the trust account to take all necessary
actions to liquidate the securities held in the trust account. The proceeds of
the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders will receive
their pro rata portion of the proceeds of the trust account by delivering their
Public Shares to Continental Stock Transfer & Trust Company, the Company's
transfer agent. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be completed within
ten business days after January 27, 2023.
The Company's sponsor has agreed to waive its redemption rights with respect to
its outstanding ordinary shares issued prior to the Company's initial public
offering.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants, which will expire worthless.
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