UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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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): ~~January~~March 2431, 2023 (~~January~~March 1831, 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 ~~communication~~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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnHawks ~~January~~Acquisition ~~18,~~Corp ~~2023~~(the “Company”) today announced that it will not make any permitted working capital withdrawals, ~~Hawks~~which ~~Acquisition~~are ~~Corp~~subject to an annual limit of $1,000,000, from the Company’s trust account (the “~~Company~~Trust Account”) ~~was~~following ~~notified~~the byredemption (the ~~New~~“Redemption”) of ~~York~~shares ~~Stock~~of ~~Exchange~~the Company’s Class A common stock, par value $0.0001 per share (the “~~NYSE~~Class A common stock”), that is itexpected ~~was~~to ~~not~~occur in ~~compliance~~connection with the proposed extension of the date by which the Company must consummate an initial business combination ~~continued~~from ~~listing~~April ~~standards~~13, ~~set~~2023 ~~forth~~to inDecember ~~Section~~13, ~~802~~2023 (the “Extension”, and such proposal, the “Extension Amendment Proposal”).~~01B~~ Any ofsuch permitted working capital withdrawals will occur prior to the ~~NYSE~~Redemption. ~~Listed~~The Company’s ~~Manual~~stockholders ~~because~~will be asked to vote on the ~~company~~Extension ~~has~~Amendment ~~fewer~~Proposal ~~than~~at ~~300~~the ~~public~~special meeting of the Company to be held at 10 a.m., Eastern Time, on April 6, 2023 (the “Special ~~stockholders~~Meeting”).

~~The~~As disclosed in the Company’s ~~intends~~definitive proxy tostatement ~~deliver~~(the a“Proxy ~~business~~Statement”) ~~plan~~filed with the Securities and Exchange Commission (the “SEC”), to mitigate the ~~NYSE~~current ~~within~~uncertainty 45surrounding ~~days~~the implementation of ~~receipt~~the Inflation Reduction Act of 2022 (the ~~notification~~“IR ~~outlining~~Act”), an ~~how~~affiliate itof Hawks Sponsor LLC intends to ~~cure~~indemnify the ~~deficiency~~Company ~~and~~for ~~comply~~any ~~with~~excise tax liabilities resulting from the ~~NYSE~~implementation ~~continued~~of ~~listing~~the ~~requirement.~~IR ~~The~~Act ~~Company~~with ~~can~~respect ~~avoid~~to ~~delisting~~any ifredemptions that occur in connection with the Extension, ~~within~~solely 18to ~~months~~the ~~following~~extent ~~receipt~~the ofamount payable exceeds the ~~NYSE~~cash ~~notice,~~otherwise available to the Company’s ~~securities are~~outside ~~owned~~of bythe atTrust ~~least~~Account ~~300~~for ~~public~~the ~~stockholders~~payment of any such tax. The Company ~~expects~~clarified today that ~~upon~~funds ~~completion~~held ofin anthe ~~initial~~Trust ~~business~~Account, ~~combination~~including itany interest thereon, will ~~have~~not be used to pay for any excise tax liabilities with respect atto ~~least~~any ~~300~~future ~~public~~redemptions ~~stockholders~~of the Class A common stock prior to or in connection with the Extension.

IfAdditional ~~the~~Information Company’s common stock ultimately were to be delisted for any reason, including failure to comply with Section 802.01B of the NYSE Listed Company Manual, it could negatively impact the Company by (i) reducing the liquidity and ~~market~~Where ~~price of the Company’s common stock; (ii) reducing the number of investors willing~~ to ~~hold~~Find or acquire the Company’s common stock, which could further harm the performance of the Company’s common stock and negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.It

~~Under~~On ~~the~~March ~~NYSE~~17, ~~rules~~2023, the Company’s ~~common~~filed the Proxy ~~stock~~Statement ~~will~~with ~~continue~~the SEC in connection with its solicitation of proxies for the Special Meeting, which further describes the Extension Amendment Proposal and other proposals to be ~~traded~~voted on at the ~~NYSE~~Special ~~during~~Meeting. ~~this~~Copies ~~period,~~of ~~subject~~the toProxy Statement may be obtained at the ~~Company~~SEC’s ~~compliance~~website located ~~with~~at ~~other~~www.sec.gov ~~continued~~or ~~listing requirements~~by directing a written request to 600 Lexington Avenue, 9th Floor, New York, NY 10022.

~~Item~~Forward-Looking ~~7.01 Regulation FD Disclosure.~~Statements

This Current Report includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company ~~issued~~has abased ~~press~~these ~~release~~forward-looking statements on ~~January~~its current expectations ~~24,~~and ~~2023~~projections about future events. These forward-looking statements are subject to known and unknown risks, ~~announcing~~uncertainties and assumptions about the Company that itmay ~~had~~cause ~~received~~the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “will,” “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” “goal,” “target,” “outlook,” “allow,” “intend” or the ~~notice~~negative of ~~noncompliance~~such ~~with~~terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the ~~NYSE~~financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Current Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in the Company’s other ~~continued~~SEC ~~listing standard~~filings. AForward-looking ~~copy~~statements in this Current Report may include, for example, the anticipated benefits of a business combination; the Company’s intention with respect to working capital withdrawals; and any excise tax that may be imposed under the ~~press~~IR ~~release~~Act isin ~~furnished~~connection ~~herewith~~with asredemptions ~~Exhibit~~of 99the Class A common stock.1.

The ~~information~~forward-looking ~~furnished~~statements ~~pursuant~~contained to in this ~~Item 7.01~~Current Report are based on the Company’s current expectations and ~~Exhibit~~beliefs 99concerning future developments and their potential effects on the Company.1 ~~shall~~There ~~not~~can be ~~deemed~~no toassurance bethat ~~“filed”~~future ~~for~~developments affecting the ~~purposes~~Company ofwill ~~Section~~be 18those ofthat the ~~Securities~~Company ~~Exchange~~has ~~Act~~anticipated. These forward-looking statements involve a number of ~~1934~~risks, as ~~amended,~~uncertainties ~~and~~(some ~~will~~of ~~not~~which beare ~~incorporated~~beyond bythe ~~reference~~Company’s ~~into~~control) ~~any~~or ~~registration~~other assumptions ~~statement~~that ~~filed~~may ~~under~~cause ~~the~~actual ~~Securities~~results ~~Act~~or ofperformance ~~1933,~~to asbe ~~amended, unless~~materially ~~specifically~~different ~~identified~~from ~~therein~~those asexpressed ~~being~~or ~~incorporated~~implied ~~therein~~ by ~~reference~~these forward-looking statements. These risks and uncertainties include, but are not limited

~~Item~~to, ~~9.01~~those ~~Financial~~factors ~~Statements~~described under the section titled “Risk Factors” in the Proxy Statement and ~~Exhibits~~in the Company’s most recent Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~(d) Exhibits. The~~No ~~following~~Offer ~~exhibits~~or ~~are filed with this Form 8-K:~~ Solicitation

Exhibit No.		Description of Exhibits
99.1		Press release dated January 24, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the provisions of the Securities Act. If a definitive agreement regarding a business combination is entered into, the Company will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a business combination. You are not being asked to make a voting or investment decision regarding a business combination at this time.

Participants in the Solicitation

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders, in favor of the approval of the Extension Amendment Proposal and the other proposals to be voted on at the Special Meeting. For information regarding the Company’s directors and executive officers, please see the Company’s Annual Report on Form 10-K and the other documents filed (or to be filed) by the Company from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed to be participants may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained at the SEC’s website located at www.sec.gov or by directing a written request to 600 Lexington Avenue, 9th Floor, New York, NY 10022. If a definitive agreement regarding a business combination is entered into, the Company will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a business combination. You are not being asked to make a voting or investment decision regarding a business combination at this time.

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: January 24, 2023	By:	/s/ J. Carney Hawks
Date: March 31, 2023	By:	/s/ J. Carney Hawks
		Name:	J. Carney Hawks
		Title:	Chief Executive Officer

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