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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
As previously disclosed, on December 9, 2022, Financial Strategies Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $600,000 (the “Promissory Note”) to an affiliate of its co-sponsors, Temmelig Investor LLC, a Delaware limited liability company (the “Lender”), pursuant to which the Lender agreed to loan to the Company up to $600,000 in connection with the extension of the date (the “Termination Date”) by which the Company must consummate an initial business combination (“Business Combination”). The Promissory Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation. The principal of the Promissory Note may be drawn down from time to time in up to 12 equal amounts of $50,000, such amount representing approximately $0.081 per unredeemed Public Share (as defined below). In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”), if any. Upon the consummation of a Business Combination, the Lender may elect to convert any portion or all of the amount outstanding under the Promissory Note into private units of the Company (each, a “Private Unit”), each Private Unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), one warrant to purchase one share of Common Stock and one right to receive one-tenth of one share of Common Stock upon the consummation of a Business Combination, at a conversion price of $10.00 per Private Unit. Such Private Units will be identical to the private placement units issued to the Company’s co-sponsors at the time of the IPO.
On June 13, 2023, the Company effected the seventh drawdown of $50,000 under the Promissory Note and caused the Lender to deposit such sum into the Trust Account in connection with the extension of the Termination Date from June 14, 2023 to July 14, 2023. Such amounts will be distributed either to: (i) all of the holders of shares of Common Stock issued as part of the units sold in the IPO (“Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business Combination.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, issued June 12, 2023 (furnished pursuant to Item 2.03). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 15, 2023
| FINANCIAL STRATEGIES ACQUISITION CORP. | ||
| By: | /s/ Alexander V. Schinzing | |
| Name: | Alexander V. Schinzing | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Financial Strategies Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account
Financial Strategies Acquisition Corp. ($FXCO) Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date
Dallas, TX, June 13, 2023 — Financial Strategies Acquisition Corp. (NASDAQ: FXCO, the “Company”), a special purpose acquisition company, announced today that its Board of Directors (the “Board”) has approved an extension of the period of time available to the Company to consummate an initial business combination by one month from June 14, 2023 to July 14, 2023 (the “Termination Date”), as permitted under the Company’s amended and restated certificate of incorporation, as amended. The purpose of the extension is to provide additional time for the Company to complete an initial business combination.
In connection with the extension, Temmelig Investor LLC, an affiliate of the Company’s co-sponsors (the “Lender”), has deposited $50,000 (representing approximately $0.081 per unredeemed share of Class A common stock issued in the Company’s initial public offering) into the trust account established in connection with the Company’s initial public offering pursuant to the Company’s third drawdown upon an unsecured promissory note in the aggregate principal amount of $600,000 issued by the Company to the Lender on December 9, 2022. The promissory note bears no interest and is convertible at the option of the Lender upon the consummation of an initial business combination into private units of the Company identical to the private placement units issued at the time of the Company’s initial public offering at a conversion price of $10.00 per private unit. The Board may elect to further extend the Termination Date on a monthly basis until December 14, 2023 upon the deposit of an additional $50,000 into the trust account per monthly extension.
About Financial Strategies Acquisition Corp.
Financial Strategies Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including statements about the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from those contemplated by the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Financial Strategies Acquisition Corp.
Alexander V. Schinzing
Chief Executive Officer
(972) 560-4815
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