Current Report Filing (8-k)
January 11 2023 - 4:59PM
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or Section 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): January 9, 2023
FINANCIAL STRATEGIES
ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-41133 |
|
85-1792560 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
2626 Cole Avenue, Suite 300
Dallas, Texas
75204
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (972) 560-4815
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
Class A Common Stock, par value $0.0001 per share |
|
FXCO |
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The Nasdaq Stock Market LLC |
Warrants to acquire one share of Class A Common Stock |
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FXCOW |
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The Nasdaq Stock Market LLC |
Rights to acquire one-tenth of one share of Class A Common Stock |
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FXCOR |
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The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging growth company
x
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 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 and certain other investors at the time
of the IPO.
On
January 9, 2023, the Company effected the second 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 January 14, 2023 to February 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 3.02. Unregistered Sales of Equity Securities.
The information set forth
in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 60,000 Private
Units of the Company would be issued if the entire principal balance of the Promissory Note is converted. The warrants constituting a
part of the Private Units would be exercisable subject to their terms and conditions during the exercise period provided
in the warrant agreement governing the warrants.
The sale of the Promissory
Note and any Private Units issuable upon conversion of the Promissory Note is exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company
has not engaged in general solicitation or advertising with regard to the issuance and sale of the Promissory Note and Private Units and
has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations
from the Lender that the Lender is an accredited investor as defined in Regulation D under the Securities Act.
Item 7.01. Regulation
FD Disclosure.
On
January 11, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein, announcing the extension of the Termination Date from January 14, 2023 to February 14, 2023.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore,
the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the
Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information
is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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: January 11, 2023
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FINANCIAL STRATEGIES ACQUISITION CORP. |
|
|
|
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By: |
/s/ Horst Rzepka |
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Name: |
Horst Rzepka |
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Title: |
Chief Financial Officer |
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