Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2023, Timo Vainionpää notified the board of directors (the
"Board") of Financial Strategies Acquisition Corp. (the "Company") of his
decision to resign as interim Chief Executive Officer, with immediate effect.
Mr. Vainionpää will continue to serve the Company as a Class II director and as
Chairman of the Board. Mr. Vainionpää's resignation as interim Chief Executive
Officer did not result from any disagreement with the Company on any matter
relating to its operations, policies or practices.
Effective January 27, 2023, Alexander Schinzing was appointed by the Board as
the Chief Executive Officer of the Company.
Mr. Schinzing, 50, is the managing member of Celtic Asset & Equity Partners,
Ltd. ("Celtic"), which is an affiliate of one of the Company's co-sponsors,
Celtic Sponsor VII LLC ("Celtic Sponsor VII"). Mr. Schinzing and Celtic have
been involved in the preparation of several publicly traded special purpose
acquisition companies. Additionally, he has been a member of the Institute of
Directors in Ireland since August 2019. From November 2009 until June 2019, he
was a managing consultant at The Tax Saving Corporation where he focused on the
strategic development of companies, defining new business structures, analysis
of tax structures, relocation of existing companies and incorporation of new
companies. From November 2016 until October 2018, he served as Vice-Chairman of
the R.O.M AG supervisory board, and from November 2018 until November 2020, he
served on the Equinox Worldwide supervisory board. Earlier in his career, Mr.
Schinzing worked at KPMG Consulting AG in 2000 prior to working for Westlaw, a
subsidiary of Thomson Reuters, in 2004. Mr. Schinzing received his law degree
from the Georg-August-University of Göttingen in 1999.
In addition to serving as managing member of Celtic, Mr. Schinzing serves as
manager of Celtic Sponsor VII and Temmelig Investor LLC ("Temmelig") and
managing member of FSC Sponsor LLC, the Company's other co-sponsor ("FSC
Sponsor"), and FSC Sponsor serves as managing member of Frio Investments L.L.C.
("Frio") and Caliente Management, LLC ("Caliente," and, collectively with FSC
Sponsor, Celtic, Celtic Sponsor VII and Frio, the "Sponsor Entities"). In such
capacities, Mr. Schinzing has an interest in the following transactions:
Founder Shares
On October 23, 2020, the Company issued an aggregate of 2,501,250 shares (the
"Founder Shares") of its Class B common stock, par value $0.0001 per share, to
its initial stockholders for an aggregate purchase price of $25,000 in cash, or
approximately $0.01 per share, resulting in certain of the Sponsor Entities
holding an aggregate of 1,851,250 Founder Shares. The Founder Shares were
subsequently converted into shares of the Company's Class A Common Stock, par
value $0.001 per share ("Class A Common Stock"), on December 1, 2022. The
Founder Shares may not, subject to certain limited exceptions, be transferred,
assigned or sold by the holders thereof.
Private Placement
FSC Sponsor and Celtic Sponsor VII purchased an aggregate of 250,000 private
placement units at a price of $10.00 per unit, for an aggregate purchase price
of $2,500,000, in the private placement of the Company's units, each consisting
of one share of Class A Common Stock, one warrant exercisable for one share of
Class A Common Stock and one right to receive one-tenth (1/10) of one share of
Class A Common Stock (the "Private Placement Units"), that closed simultaneously
with the closing of the Company's initial public offering (the "Private
Placement"). The Private Placement Units are identical to the units sold in the
Company's initial public offering, except that the warrants included in the
Private Placement Units, so long as they are held by the Company's co-sponsors,
the other purchasers in the Private Placement or any of their permitted
transferees, (i) are redeemable by the Company, (ii) may not (including the
Class A Common Stock issuable upon exercise of these warrants), subject to
certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of the Company's initial business
combination, (iii) may be exercised by the holders on a cashless basis and (iv)
are entitled to registration rights. The Private Placement Units (including the
shares of Class A Common Stock underlying the Private Placement Units) may not,
subject to certain limited exceptions, be transferred, assigned or sold by the
holder until 30 days after the completion of the Company's initial business
combination. There are no redemption rights or liquidating distributions from
the trust account with respect to the Founder Shares and the shares and warrants
underlying the Private Placement Units.
Administrative Services Agreement
Pursuant to an Administrative Services Agreement, dated December 11, 2020, the
Company agreed to pay Celtic, its advisor and an affiliate of Celtic Sponsor
VII, a total of $15,000 per month for office space, utilities and secretarial
and administrative support for a period of 12 months commencing on the date that
the Company's securities are first listed on Nasdaq. The Company paid Celtic
aggregate of $180,000 pursuant to the Administrative Services Agreement.
Related Party Loans
Prior to the closing of the Company's initial public offering, FSC Sponsor LLC
loaned the Company $200,000 under an unsecured promissory note effective as of
November 30, 2020, to be used for a portion of the expenses of the Company's
initial public offering. The note is non-interest bearing and payable on the
date of the Company's initial business combination.
On December 9, 2022, the Company issued an unsecured promissory note in the
principal amount of $600,000 (the "Extension Note") to Temmelig, pursuant to
which Temmelig agreed to loan to the Company up to $600,000 in connection with
the extension of the date by which the Company must consummate an initial
business combination (the "Termination Date"). The Extension Note does not bear
interest and matures upon the earlier of (a) the closing of an initial business
combination and (b) the Company's liquidation. In the event that the Company
does not consummate an initial business combination, the Extension Note will be
repaid only from amounts remaining outside of the Company's trust account, if
any. Upon the consummation of an initial business combination, Temmelig may
elect to convert any portion or all of the amount outstanding under the
Extension Note into units identical to the Private Placement Units at a
conversion price of $10.00 per unit.
To date, the Company has drawn down an aggregate of $100,000 under the Extension
Note in order to effect the extension of the Termination Date to February 14,
2023, and is permitted to draw down an additional $50,000 for each subsequent
Termination Date extension that is requested by one or both of the Company's
co-sponsors and approved by the Board.
Registration Rights
The Company has entered into a registration rights agreement with respect to the
Private Placement Units, the Founder Shares and the units under the Extension
Note.
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