Clover, a live streaming company focused on Gen Z and Millennial audiences and creators, and FoxWayne Enterprises Acquisition entered into a definitive merger agreement.
Terms call for FoxWayne to issue 15.745 million shares of its common stock, or approximately $157.45 million. Current Clover stockholders will convert 100% of their existing equity into common stock of the combined company and will own a majority of the outstanding shares post-closing.
Assuming no redemptions of FoxWayne shares, the combined company’s cash resources are expected to be comprised of approximately $13.7 million currently in trust, along with the existing cash resources of Clover at closing.
If approved, upon closing, which is expected in the first quarter of 2023, Clover Media would list on the Nasdaq.
J.P. Galda & Co. is legal counsel to Clover. Sheppard, Mullin, Richter & Hampton is serving as legal counsel to FoxWayne.
Toronto-based Clover is a mobile live streaming and dating platform providing social connection and community to millions of young adult singles across the globe.
FoxWayne raised $50 million in a January 2021 IPO with plans at that time to target a biotechnology or telemedicine company in North America. Redemptions since then have eroded the cash in trust down to the current $13.7 million. FoxWayne in March terminated a merger agreement with Aerami Therapeutics.
The SPAC in July secured a merger deadline extension of up to six months. Read more.
