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
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Date of Report (Date of earliest event reported): November 21, 2022
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 communication 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 | | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 21, 2022, Hawks Acquisition Corp (the “Company”) entered into a retention bonus agreement (the “Retention Agreement”) with Lois Mannon, the Chief Financial Officer of the Company, granting a retention incentive award of $150,000 (the “Retention Bonus”) to Ms. Mannon, subject to the terms and conditions of the Retention Agreement. Per the terms of the Retention Agreement, Ms. Mannon will be eligible to receive the Retention Bonus if she remains continuously engaged with the Company through the fiscal year ending December 31, 2022 or upon the completion of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022 (the “Form 10-K”), whichever date is later. The Retention Bonus is subject to a clawback if Ms. Mannon resigns prior to the later of (i) the Company’s consummation of an initial business combination or (ii) the redemption of 100% of the public shares at the end of the Completion Window (as defined in the Company’s Amended and Restated Certificate of Incorporation).
The foregoing description of the terms of the Retention Agreement is qualified in its entirety by the terms of the Retention Agreement, a copy of which is attached as exhibit 10.1 to this Current Report on Form 8-K and is 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: November 23, 2022 | By: | /s/ J. Carney Hawks | |
| | | Name: | J. Carney Hawks | |
| | | Title: | Chief Executive Officer | |
