Current Report Filing (8-k)
13 Abril 2023 - 9:00AM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
Date of Report (Date of earliest event reported): April 13, 2023 (April 12, 2023)
Hawks Acquisition Corp
(Exact name of registrant as specified in its charter)
| Delaware |
001-40888 |
86-1273146 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
600 Lexington Avenue, 9th Floor
New York, NY 10022 |
| (Address of principal executive offices, including zip code) |
(212) 542-4540
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant |
|
HWKZ.U |
|
New York Stock Exchange |
| Class A common stock, par value $0.0001 per share |
|
HWKZ |
|
New York Stock Exchange |
| Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
HWKZ WS |
|
OTC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Hawks Sponsor LLC (the “Sponsor”)
agreed to make monthly deposits directly to the trust account (the “Trust Account”) of Hawks Acquisition Corp (the “Company”)
in the amount of $0.03 for each outstanding share of Class A Common Stock (which shall not include shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Class A Common Stock”) that have been converted from shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock,
the “Common Stock”)), with each such monthly advance not exceeding $125,000 in the aggregate (each deposit, a “Contribution”)
on the terms described below. Such Contributions will be made pursuant to an unsecured promissory note (the “Promissory Note”)
issued by the Company to the Sponsor.
The Contributions will be paid monthly
on or prior to the thirteenth day of each month (or if such thirteenth day is not a business day, on the business day immediately preceding
such thirteenth day) beginning on April 13, 2023 until the earliest to occur of (i) the consummation of an initial business combination,
(ii) November 13, 2023 and (iii) if a business combination is not consummated, the date of liquidation of the Trust Account,
as determined in the sole discretion of the Company’s board of directors (the “Board”). The Contribution with respect
to April 13, 2023 has been completed. The Promissory Note will mature on the earlier of (1) the date the Company consummates a business
combination and (2) the date that the winding up of the Company is effective (such date, the “Maturity Date”). The Promissory
Note will accrue interest at the short-term applicable federal rate and will be repayable by the Company to the Sponsor upon the Maturity
Date. The Maturity Date may be accelerated upon the occurrence of an “Event of Default” (as defined in the Promissory Note).
Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at its election and without penalty.
The foregoing description of the Promissory
Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information disclosed under Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference
into this Item 2.03 to the extent required herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the special meeting of the stockholders of Company held on April
6, 2023 (the “Special Meeting”), stockholders of the Company (the “Stockholders”) approved (i) an amendment to
the Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from April 13, 2023
to December 13, 2023 (or such earlier date as determined by the Board) (the “First Charter Amendment”) and (ii) an amendment
to the Certificate of Incorporation to provide for the right of a holder of Class B Common Stock to convert their shares of Class B Common
Stock into shares of Class A Common Stock on a one-to-one basis at the election of the holder and to provide that the provision in the
Certificate of Incorporation granting holders of shares of Class B Common Stock the exclusive right to elect and remove any director shall
no longer apply when there are no shares of Class B Common Stock outstanding (the “Second Charter Amendment”).
The Company filed the First Charter Amendment and the Second Charter
Amendment with the Secretary of State of the State of Delaware on April 12, 2023. The foregoing descriptions of the First Charter Amendment
and the Second Charter Amendment do not purport to be complete and are qualified in their entirety by reference to Exhibit 3.1 and Exhibit
3.2, respectively, which are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
HAWKS ACQUISITION CORP |
|
| |
|
|
Date: April 13, 2023 |
By: |
/s/ J. Carney Hawks |
|
| |
|
Name: |
J. Carney Hawks |
|
| |
|
Title: |
Chief Executive Officer |
|
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