Item 8.01 Other Events.
On August 8, 2021, Locust Walk Acquisition Corp. (“LWAC” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which includes a document that will serve as a prospectus and proxy statement, referred to as a proxy statement/prospectus, in connection with a proposed business combination (the “Business Combination”) with eFFECTOR Therapeutics, Inc. (”eFFECTOR”). Among the matters to be voted upon at the special meeting of stockholders to be held on August 24, 2021 is a proposal to approve the amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which would become effective following the closing of the Business Combination. The proxy statement/prospectus summarizes amendments that would be effected by the Proposed Charter, including changes to the Company’s authorized capital stock, the required vote to amend the Company’s certificate of incorporation in the future, the required vote to amend the Company’s bylaws in the future, the requirements that must be met to remove a member of the Board of Directors, the number of classes of the Board of Directors, the forum for the resolution of complaints asserting a cause of action arising under the Securities Act of 1933, as amended, and the removal of blank check company provisions. Please note that a vote in favor of this proposal would be a vote for the Proposed Charter in its entirety, including all of the above-described changes. If you vote in favor of the approval of the Proposed Charter but would like to express your views on some or all of the amendments to the current certificate of incorporation as advisory feedback to the Company’s Board of Directors, please send a letter to the attention of the Board of Directors of Locust Walk Acquisition Corp., c/o the Chief Executive Officer of Locust Walk Acquisition Corp., 200 Clarendon Street, 51st Floor, Boston, MA 02116.
Additional Information and Where to Find It
On May 26, 2021, eFFECTOR entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with LWAC, a special purpose acquisition company, and Locust Walk Merger Sub, Inc., a wholly owned subsidiary of LWAC.
In connection with the Merger Agreement, LWAC has filed a registration statement on Form S-4 with the SEC, which includes the proxy statement/prospectus. The proxy statement/prospectus was sent to all LWAC stockholders on or about August 13, 2021. LWAC will also file other documents regarding the Merger Agreement and the transactions contemplated thereby (the “Transactions”) with the SEC. Before making any voting decision, investors and security holders of LWAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed with the SEC in connection with the Transactions as they become available because they will contain important information about the Transactions, including the terms of the Transactions, the parties involved and the risks associated with the Transactions.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by LWAC through the website maintained by the SEC at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from LWAC upon written request to Locust Walk Acquisition Corp., c/o eFFECTOR, 11120 Roselle Street, Suite A, San Diego, CA 92121, Attn: Secretary, or by calling (858) 925-8215.
Participants in the Solicitation
LWAC and eFFECTOR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from LWAC’s stockholders in connection with the Transactions. A list of the names of the directors and executive officers of LWAC and information regarding their interests in the Transactions are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
