Financial Strategies Acquisition Corp. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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 | |