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

The information relating to the Notes (as defined below) included in Item 8.01 is incorporated by reference in this item to the extent required.




Item 8.01 Other Events

Effective as of January 14, 2022, the Board of Directors of FoxWayne Enterprises Acquisition Corp. ("FoxWayne") approved an extension of the time to consummate a Business Combination by an additional three month period from January 22, 2022 to April 2022, and a loan in the amount of $310,000 to FoxWayne from Robb Knie, the Chief Executive Officer. A portion ($143,750) of such loan was used to fund a cash contribution to the FoxWayne Trust Account, in an amount equal to $0.025 for each share unit issued in its initial public offering, for the three month extension of the time to consummate a Business Combination. In accordance with the terms of the Company's initial public offering, the Company may extend the period of time to consummate a Business Combination up to two times from January 22, 2022, each by an additional three months (for a total of up to 18 months) by depositing into the Trust Account $143,750, on or prior to the date of the applicable deadline, for each of the available three month extensions.

The loan was evidenced by a promissory note ("Note") which is 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 Note 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 Note, 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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