HWKZ.WS / Hawks Acquisition Corp Public Public warrants, each whole public warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share - Documents déposés auprès de la SEC, rapport annuel, procuration

HWKZ / Hawks Acquisition Corp - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Hawks Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 42032P108 (CUSIP Number) Dec

HWKZ / Hawks Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Hawks Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40888 Hawks Acquisition Corp (Exact name of registrant as specified in

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 25, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): July 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 Fi

Hawks Acquisition Corp Announces Redemption Amount and Postponement of Redemption Date

EXHIBIT 99.1 Hawks Acquisition Corp Announces Redemption Amount and Postponement of Redemption Date NEW YORK, NY, July 12, 2023 – Hawks Acquisition Corp (NYSE: HWKZ) (“Hawks” or the “Company”), a publicly-traded special purpose acquisition company, today announced that the per-share redemption price for the Company’s public shares (as defined below) will be approximately $10.30 (the “Redemption Am

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): June 27, 2023 Hawks Acquisition C

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): June 27, 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 Fi

Hawks Acquisition Corp Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

EXHIBIT 99.1 Hawks Acquisition Corp Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, June 27, 2023 – Hawks Acquisition Corp (NYSE: HWKZ) (“Hawks” or the “Company”), a publicly-traded special purpose acquisition company, today announced that it will redeem all of its outstanding shares of Class A common stock, par value $0.0001 (the “Class A Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 incorporati

Promissory Note, dated as of April 12, 2023, by and between Hawks Acquisition Corp and Hawks Sponsor LLC.

EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

First Amendment to the Company’s Amended and Restated Certificate of Incorporation

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of HAWKS ACQUISITION CORP (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the Co

Second Amendment to the Company’s Amended and Restated Certificate of Incorporation

EXHIBIT 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of HAWKS ACQUISITION CORP (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the Co

Other Events, Submission of Matters to a Vote of Security Holders

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 6, 2023 (April 6, 2023) Hawks Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 001-40888 86-1273146 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box : ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Other Events

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): March 31, 2023 (March 31, 2023) Hawks Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 001-40888 86-1273146 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-408

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / 683 Capital Management, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Hawks Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 42032P207** (CUSIP Number) December 31, 2022 (Date

US42032P1084 / Hawks Acquisition Corp., Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Hawks Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 42032P108 (CUSIP Number) Dec

US42032P1084 / Hawks Acquisition Corp., Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hawks Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

US42032P1084 / Hawks Acquisition Corp., Class A / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Hawks Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

US42032P1084 / Hawks Acquisition Corp., Class A / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* HAWKS ACQUISITION CORP (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

US42032P1084 / Hawks Acquisition Corp., Class A / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Hawks Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

US42032P1084 / Hawks Acquisition Corp., Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gahawksacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Hawks Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statemen

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): January 24, 2023 (January 18, 2023) Hawks Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 001-40888 86-1273146 (State or other jurisdiction of incorpo

Hawks Acquisition Corp Receives Continued Listing Standard Notice from NYSE

EX-99.1 2 eh230323280ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Hawks Acquisition Corp Receives Continued Listing Standard Notice from NYSE NEW YORK, New York— (BUSINESS WIRE) — January 24, 2023 — Hawks Acquisition Corp (NYSE:HWKZ) (the “Company”) today announced that on January 18, 2023 the Company was notified by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the NYSE’

Retention Agreement, dated as of November 21, 2022, by and between Hawks Acquisition Corp and Lois Mannon.

EXHIBIT 10.1 Lois Mannon c/o Hawks Acquisition Corp 600 Lexington Avenue 9th Floor New York, NY 10022 November 21, 2022 Dear Lois Mannon, We are pleased to offer you an incentive to continue to remain engaged with Hawks Acquisition Corp (the ?Company?) through the period of time for the Company to (a) consummate an initial business combination or (b) redeem 100% of the public shares at the end of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): 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) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Public warrants, each whole public warrant exercisable for one share of Class A Common Stock at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 27, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

US42032P1084 / Hawks Acquisition Corp., Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hawks Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 42032P108 (CUSIP Number) March 15, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-408

Description of Securities of the Company.

EXHIBIT 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 80,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms o

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm225641d7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Hawks Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class o

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Hawks Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hawks Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 42032P207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / Shaolin Capital Management LLC - SC 13G HWKZU Passive Investment

SC 13G 1 hwkzu.htm SC 13G HWKZU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Hawks Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42032P207 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Chec

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hawks Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / Hawks Sponsor LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hawks Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hawks Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42032P207 (CUSIP Number) October 15, 2021** (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

HWKZ.U / Hawks Acquisition Corp Units, Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 Hawks Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 42032P207** (CUSIP Number) November 29, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

Hawks Acquisition Corp Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing November 29, 2021

Exhibit 99.1 Hawks Acquisition Corp Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing November 29, 2021 NEW YORK, November 26, 2021 /Business Wire/ - Hawks Acquisition Corp (the “Company”) announced that, commencing on November 29, 2021, holders of the units sold in the Company’s initial public offering of 23,000,000 units may elect to separately trade the shares

Financial Statements and Exhibits, Other Events

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): November 26, 2021 Hawks Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 001-40888 86-1273146 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

683 Capital Management, LLC

SC 13G 1 hawks13g-100821.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Hawks Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 42032P207** (CUSIP Num

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 NOTES TO FINANCIAL STATEMENT F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Hawks Acquisition Corp Opinion on the Financial Statement We have audited the accompanying balance sheet of Hawks Acquisition Corp (the

Financial Statements and Exhibits, Other Events

8-K 1 tm217240d238k.htm FORM 8-K 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): October 19, 2021 (October 13, 2021) Hawks Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 001-40888 86-1273146 (State

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hawks Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 42032P2071 (CUSIP Number) October 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Sculptor Capital LP - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HAWKS ACQUISITION CORP (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42032P207 (CUSIP Number) October 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Employment Letter Agreement, dated October 7, 2021, by and between Hawks Acquisition Corp and John Maher, the Company’s Chief Operating Officer (incorporated by reference to Exhibit 10.13 to the Form 8-K (File No. 001-40888) filed with the Securities and Exchange Commission on October 14, 2021).

EX-10.13 18 tm217240d22ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 October 7, 2021 John Maher Via Email Dear John: This letter agreement (this “Agreement”) sets forth our mutual understanding concerning your continued employment with Hawks Acquisition Corp, a Delaware corporation (the “Company”). Term. The period of your employment under this Agreement (the “Term”) will commence on the date of this Ag

Administrative Services Agreement, dated October 7, 2021 by and between the Registrant and an affiliate of GLC (incorporated by reference to the Exhibit 10.12 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.12 17 tm217240d22ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 HAWKS ACQUISITION CORP 600 Lexington Avenue, 9th Floor New York, NY 10022 October 7, 2021 GLC Advisors & Co., LLC 600 Lexington Avenue, 9th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) by and between Hawks Acquisition Corp, a Delaware corporation (the “Comp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 14, 2021 (October 7, 2021) Hawks Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 001-40888 86-1273146 (State or other jurisdiction of incorpor

Indemnity Agreement, dated October 7, 2021, between the Registrant and J. Carney Hawks (incorporated by reference to Exhibit 10.5 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and J. Carney Hawks (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obl

Private Placement Warrants Purchase Agreement, dated October 7, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.4 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.4 9 tm217240d22ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 7, 2021 (this “Agreement”), is entered into by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Hawks Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company i

Public Warrant Agreement, dated October 7, 2021 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Exhibit 4.1 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-4.1 4 tm217240d22ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of October 7, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as w

Underwriting Agreement, dated October 7, 2021, among the Company, BTIG, LLC and Mizuho Securities USA LLC, as representatives of the underwriters.

EX-1.1 2 tm217240d22ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Underwriting Agreement between Hawks Acquisition Corp and BTIG, LLC and MIZUho securities usa llc Dated October 7, 2021 HAWKS Acquisition Corp UNDERWRITING AGREEMENT New York, New York October 7, 2021 BTIG, LLC 65 E 55th Street New York, New York 10022 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representat

Indemnity Agreement, dated October 7, 2021 between the Registrant and Joseph Mills (incorporated by reference to Exhibit 10.11 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.11 16 tm217240d22ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Joseph Mills (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and

Indemnity Agreement, dated October 7, 2021, between the Registrant and John Maher (incorporated by reference to Exhibit 10.6 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.6 11 tm217240d22ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and John Maher (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and neces

Investment Management Trust Agreement, dated October 7, 2021, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Exhibit 10.2 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fil

Indemnity Agreement, dated October 7, 2021, between the Registrant and Eugene Davis (incorporated by reference to Exhibit 10.8 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.8 13 tm217240d22ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Eugene Davis (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and nec

Hawks Acquisition Corp Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 Hawks Acquisition Corp Announces Pricing of $200 Million Initial Public Offering NEW YORK, Oct. 8, 2021 /BUSINESS WIRE/ - Hawks Acquisition Corp (the “Company”), a special purpose acquisition company, announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange and trade under the ticker

Private Warrant Agreement, dated October 7, 2021, between the Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Exhibit 4.2 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-4.2 5 tm217240d22ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of October 7, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as

Indemnity Agreement, dated October 7, 2021 between the Registrant and Daniel H. Golden (incorporated by reference to Exhibit 10.9 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.9 14 tm217240d22ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Daniel H. Golden (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and

Indemnity Agreement, dated October 7, 2021 between the Registrant and Marc Heimowitz (incorporated by reference to Exhibit 10.10 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Marc Heimowitz (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obl

Registration Rights Agreement, dated October 7, 2021, among the Registrant and certain securityholders named therein (incorporated by reference to the Exhibit 10.3 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 7, 2021, is made and entered into by and among Hawks Acquisition Corp, a Delaware corporation (the ?Company?), Hawks Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pages hereto (each such party, to

Indemnity Agreement, dated October 7, 2021, between the Registrant and Lois A. Mannon (incorporated by reference to Exhibit 10.7 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.7 12 tm217240d22ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 7, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Lois A. Mannon (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and n

Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-3.1 3 tm217240d22ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP October 7, 2021 HAWKS ACQUISITION CORP, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HAWKS ACQUISITION CORP”. The original certificate of incorporation of the Corporation

Letter Agreement, dated October 7, 2021, among the Registrant and its officers and directors and Sponsor (incorporated by reference to the Exhibit 10.1 filed with the Company’s current report on Form 8-K filed by the Registrant on October 14, 2021).

EX-10.1 6 tm217240d22ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 October 7, 2021 Hawks Acquisition Corp 600 Lexington Avenue, 9th Floor New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by Hawks Acquisi

$200,000,000 Hawks Acquisition Corp 20,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4) P R O S P E C T U S $200,000,000 Hawks Acquisition Corp 20,000,000 Units Hawks Acquisition Corp is a newly incorporated blank check company formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination.

Radcliffe Capital Management, L.P. - SC 13G

SC 13G 1 tm2129606d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Hawks Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Secu

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Hawks Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 42032P207** (CUSIP Number) October 08, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HAWKS ACQUISITION CORP (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HAWKS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware (State or jurisdiction of incorporation or organization) 86-1273146 (I.R.S. Employer Identification No.) 600

[Signature Page Follows]

October 6, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

HAWKS ACQUISITION CORP 600 Lexington Avenue 9th Floor New York, New York 10022

HAWKS ACQUISITION CORP 600 Lexington Avenue 9th Floor New York, New York 10022 October 6, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 October 5, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP [], 2021 HAWKS ACQUISITION CORP, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HAWKS ACQUISITION CORP”. The original certificate of incorporation of the Corporation was filed under the name of HAWKS ACQUISITION CO

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi

As filed with the U.S. Securities and Exchange Commission on October 5, 2021.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 5, 2021. Registration No. 333-258264? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? HAWKS ACQUISITION CORP (Exact name of registrant as specified in its charter) ? Delaware (State or other jurisd

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and the Sponsor and its members

Exhibit 10.2 [], 2021 Hawks Acquisition Corp 600 Lexington Avenue, 9th Floor New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by Hawks Acquisition Corp, a Delaware corporation (the “Company”), a

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP [], 2021 HAWKS ACQUISITION CORP, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HAWKS ACQUISITION CORP”. The original certificate of incorporation of the Corporation was filed under the name of HAWKS ACQUISITION CO

As filed with the U.S. Securities and Exchange Commission on September 27, 2021.

S-1/A 1 tm217240-12s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 27, 2021. Registration No. 333-258264 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAWKS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delawa

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 September 27, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 September 16, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Hawks Acquisition Corp Amendment No. 1 to Registration Statement on Form S-1 Filed on August 27, 2021 CIK No. 0001841144 Ladies and Gentlemen: On behalf of our

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

? Exhibit 4.5 ? FORM OF PRIVATE WARRANT AGREEMENT ? THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

  Exhibit 4.4   FORM OF PUBLIC WARRANT AGREEMENT   THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”)

Form of Sponsor Membership Interest Purchase Agreement, by and between the Sponsor and its members

  Exhibit 10.10   FORM OF SPONSOR MEMBERSHIP INTEREST PURCHASE AGREEMENT   THIS SPONSOR MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hawks Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the purchaser identified on the signature page hereof (the “Purchaser”). WHEREAS:

As filed with the U.S. Securities and Exchange Commission on September 16, 2021.

S-1/A 1 tm217240-9s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 16, 2021. Registration No. 333-258264 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAWKS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delawar

Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Sponsor

Exhibit 10.8 HAWKS ACQUISITION CORP 600 Lexington Avenue, 9th Floor New York, NY 10022 [ ], 2021 GLC Advisors & Co., LLC 600 Lexington Avenue, 9th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and GLC Advisors & Co., LLC, a Delaware limited l

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?). WH

Form of Underwriting Agreement

Exhibit 1.1 Underwriting Agreement between Hawks Acquisition Corp and BTIG, LLC and MIZUho securities usa llc Dated August [•], 2021 HAWKS Acquisition Corp UNDERWRITING AGREEMENT New York, New York August [•], 2021 BTIG, LLC 65 E 55th Street New York, New York 10022 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representatives of the Underwriters named on Schedu

Form of Specimen Unit Certificate

Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] HAWKS ACQUISITION CORP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common s

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP [], 2021 HAWKS ACQUISITION CORP, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HAWKS ACQUISITION CORP”. The original certificate of incorporation of the Corporation was filed under the name of HAWKS ACQUISITION CO

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [DATE], is made and entered into by and among Hawks Acquisition Corp, a Delaware corporation (the ?Company?), Hawks Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pages hereto (each such party, tog

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 August 27, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Hawks Acquisition Corp Registration Statement on Form S-1 Confidentially Submitted on February 24, 2021 and Filed on July 29, 2021 CIK No. 0001841144 Ladies and G

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this ?Agreement?), is entered into by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Hawks Sponsor LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offering of

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fi

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and the Sponsor and its members

Exhibit 10.2 [], 2021 Hawks Acquisition Corp 600 Lexington Avenue, 9th Floor New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by Hawks Acquisition Corp, a Delaware corporation (the ?Company?), a

Form of Specimen Warrant Certificate (included in Exhibit 4.4)

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). WHER

Power of Attorney (included on signature page to the Registration Statement filed on August 27, 2021)

S-1/A 1 tm217240-6s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 27, 2021. Registration No. 333-258264 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAWKS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware (

Form of Employment Letter Agreement, by and between the Registrant and John Maher, the Registrant's Chief Operating Officer

Exhibit 10.9 [ ], 2021 John Maher Via Email Dear John: This letter agreement (this “Agreement”) sets forth our mutual understanding concerning your continued employment with Hawks Acquisition Corp, a Delaware corporation (the “Company”). Term. The period of your employment under this Agreement (the “Term”) will commence on the date of this Agreement (such date, the “Effective Date”), and will cont

Promissory Note, dated January 26, 2021, issued to the Sponsor

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 July 29, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Underwriting Agreement

Exhibit 1.1 Underwriting Agreement between Hawks Acquisition Corp and BTIG, LLC and MIZUho securities usa llc Dated [•], 2021 HAWKS Acquisition Corp UNDERWRITING AGREEMENT New York, New York [•], 2021 BTIG, LLC 65 E 55th Street New York, New York 10022 Mizuho Securities USA LLC 320 Park Avenue New York, New York 10022 As Representatives of the Underwriters named on Schedule A hereto Ladies and Gen

Specimen Unit Certificate (incorporated by reference to the Exhibit 4.1 filed with the Company’s registration statement on Form S-1 filed by the Registrant on July 29, 2021).

Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] HAWKS ACQUISITION CORP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP January 4, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Hawks Acquisition Corp (the “Corporation”). ARTICLE

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Hawks Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of

Form of Specimen Class A Common Stock Certificate

Exhibit 4.2 NUMBER C- [] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] HAWKS ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK (the ?Class A Common Stock?) OF HAWKS ACQUISITION CORP (THE ?CORPORATION?) transferable on

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWKS ACQUISITION CORP [], 2021 HAWKS ACQUISITION CORP, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “HAWKS ACQUISITION CORP”. The original certificate of incorporation of the Corporation was filed under the name of HAWKS ACQUISITION CO

Form of Indemnity Agreement

Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify

Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Sponsor

Exhibit 10.8 HAWKS ACQUISITION CORP 600 Lexington Avenue, 9th Floor New York, NY 10022 [ ], 2021 GLC Advisors & Co., LLC 600 Lexington Avenue, 9th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and GLC Advisors & Co., LLC, a Delaware limited l

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi

Securities Subscription Agreement, dated January 26, 2021, between the Registrant and the Sponsor

Exhibit 10.5 Hawks Acquisition Corp c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 January 26, 2021 Hawks Sponsor LLC c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Hawks Sponsor VI LLC (the “Sub

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [DATE], is made and entered into by and among Hawks Acquisition Corp, a Delaware corporation (the ?Company?), Hawks Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pages hereto (each such party, tog

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and the Sponsor and its members

Exhibit 10.2 [], 2021 Hawks Acquisition Corp 600 Lexington Avenue, 9th Floor New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by Hawks Acquisition Corp, a Delaware corporation (the “Company”), a

Form of Amended and Restated Bylaws

Exhibit 3.3 BY LAWS OF HAWKS ACQUISITION CORP (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware.

Specimen Warrant Certificate (incorporated by reference to the Exhibit 4.3 filed with the Company’s current report on Form 8-K filed by the Registrant on July 29, 2021).

EX-4.4 8 tm217240d2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as

Form S-1 (File No. 333-258264) originally filed with the U.S. Securities and Exchange Commission on July 29, 2021,

S-1 1 tm217240-4s1.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 29, 2021. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAWKS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between Hawks Acquisition Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?). WH

As submitted confidentially to the U.S. Securities and Exchange Commission on February 24, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictl

TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on February 24, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTR

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 February 24, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.