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 April 11, 2023, the Company effected the fifth 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 April 14, 2023 to
May 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
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source Glimpses