Aerami Therapeutics Holdings, Inc. executed a non-binding letter of intent to acquire FoxWayne Enterprises Acquisition Corp. (NasdaqCM:FOXW) from FoxWayne Enterprises Acquisition Sponsor LLC and others for approximately $250 million in a reverse merger transaction on August 3, 2021. Aerami Therapeutics Holdings, Inc. entered into a definitive business combination agreement to acquire FoxWayne Enterprises Acquisition Corp. in a reverse merger transaction on December 7, 2021. As part of the transaction, FoxWayne will be issuing 25 million shares of its common stock, which represents consideration of approximately $250 million. Current Aerami stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-closing. Post-closing, Aerami equity holders will own, collectively, approximately 78% and FoxWayne's stockholders will own approximately 22% of the outstanding combined company common stock.

The combined company will be named "Aerami Therapeutics Holdings, Inc." and will be led by Steve Thornton, Chief Executive Officer of Aerami, and the rest of the current management of Aerami Therapeutics Holdings, Inc. The combined company Board will have seven directors, all of which will be designated by Aerami. At closing, the Executive Officers of FoxWayne will resign and the individuals serving as Executive Officers of the combined company immediately after the closing are expected to be the same individuals (in the same offices) as those of Aerami immediately prior to the closing. The combined company's common stock is expected to continue to be listed on the Nasdaq Capital Market.

The transaction is subject to approval of the stockholders of both Aerami and FoxWayne, governmental authorities approval, FoxWayne shall have at least $5,000,001 of net tangible assets, there shall not be more than 25% of dissenting shares of Aerami capital stock, Registration Statement / Proxy Statement having been declared effective by the Securities and Exchange Commission, the combined company common stock to be issued pursuant to the merger agreement shall be listed or have been approved for listing on Nasdaq, subject only to official notice of issuance thereof, the Directors and Executive Officers of FoxWayne set forth in the merger agreement shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the effective time and satisfaction or waiver of the conditions stated in the definitive business combination agreement. The Boards of Directors of both Aerami and FoxWayne have unanimously approved the transaction. The transaction is currently anticipated to occur in the first quarter of 2022. As of January 20, 2022, the transaction was extended by an additional three-month period from January 22, 2022, to April 2022. Proceeds from the transaction will be applied toward advancing AER-901, Aerami's proprietary inhaled, nebulized formulation of imatinib into a planned Phase 2/3 clinical trial in 2022.

SternAegis Ventures (management team) of Aegis Capital Corp. is serving as financial advisor to Aerami. Amy Batten and Peter Bosman of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP acted as the legal advisor for Aerami. Richard Friedman, Kandace Watson and Nazia J. Khan of Sheppard, Mullin, Richter & Hampton LLP acted as the legal advisor for FoxWayne. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to FoxWayne. Sheppard, Mullin, Richter & Hampton LLP acted as the legal due diligence provider, WithumSmith+Brown, PC acted as the accounting due diligence provider and Chord Advisors, LLC acted as the accounting due diligence provider for FoxWayne.