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
Exhibit No. Description
99.1 Press Release, issued January 11, 2023 (furnished pursuant to Item
7.01).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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