Clover Inc. entered into a definitive business combination agreement to acquire FoxWayne Enterprises Acquisition Corp. from a group of shareholders for approximately $160 million in a reverse merger transaction.
The transaction is subject to, among other things, the approval of the stockholders of both Clover and FoxWayne; specified consents, registrations, approvals, clearances, Permits and authorizations from Governmental Entities shall have been obtained; the Registration Statement / Proxy Statement having been declared effective by the Securities and Exchange Commission (ô SEC ö); FoxWayne having at least $5,000,001 of net tangible assets; FoxWayne Common Stock to be issued pursuant to the Merger Agreement being listed or approved for listing on Nasdaq; receipt by the Continued Company of the effective resignations of certain directors and executive officers of FoxWayne and satisfaction or waiver of the conditions stated in the definitive business combination agreement. The boards of directors of both Clover and FoxWayne have unanimously approved the proposed transaction. The board of directors believes that it is in the best interests of the stockholders to continue the CompanyÃs existence in order to allow the Company more time to complete an initial business combination. Accordingly, the CompanyÃs board of directors is proposing the Extension Proposal to extend the CompanyÃs corporate existence. As on November 29, 2022, FoxWayne Enterprises Acquisition announced that its special meeting of stockholders originally scheduled for Wednesday, November 30, 2022, is being postponed to Tuesday December 13, 2022. As a result of this change, the Meeting will now be held on December 13, 2022. Transaction is anticipated to close in the first quarter of 2023. As of October 20, 2022, the board of directors (the ôBoardö) of FoxWayne Enterprises Acquisition Corp. (the ôCompanyö) approved an extension (the ôExtensionö) of the time for the Company to consummate a business combination by an additional three month period from October 22, 2022 to January 22, 2023 pursuant to the CompanyÃs Second Amended and Restated Certificate of Incorporation, as amended.
Joseph P. Galda of J.P. Galda & Co. acted as the legal advisor to Clover. Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP acted as the legal advisor to FoxWayne. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent and Kingsdale Advisors acted as information agent to FoxWayne Enterprises Acquisition. Kingsdale Advisors received $11,500 as fees from FoxWayne Enterprises.