Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement or a Registrant.
The company has received on April 26, 2023 a commitment from Temmelig Investor
LLC to fund the Compyny's Nasdaq fees.
Accordingly, on April 26, 2023, the Company issued an unsecured promissory note
in the principal amount of $150,000 (the "Promissory Note") to an affiliate of
the Co-Sponsors, Temmelig Investor LLC, a Delaware limited liability company
(the "Lender"), pursuant to which the Lender agreed to loan to the Company
$150,000 in connection with Nasdaq's listing fees (the "Listing Fees"). The Note
bears interest at the rate of 10% per annum and will mature upon the earlier of
thirty days from the date that the Company consummates an initial business
combination and one year from the date of issuance.
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, 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 Co-Sponsors at the time of the IPO.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 21, 2023, Financial Strategies Acquisition Corp., a Delaware
corporation (the "Company"), received a notice from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is
not in compliance with Nasdaq Listing Rule 5250(f) because it has not paid
certain fees to Nasdaq. The Company's past due fee balance currently totals
$133,000.
The Nasdaq notice has no immediate impact on the listing or trading of the
Company's securities on the Nasdaq Stock Market.
The Company will be delisted unless it appeals this determination as described
pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. If
the Company elects not to appeal, then trading of its common stock will be
suspended at the opening of business May 2, 2023, and a Form 25-NSE will be
filed with the Securities and Exchange Commission (the "SEC"), which will remove
the Company's securities from listing and registration on The Nasdaq Stock
Market.
Under Nasdaq rules, a hearing request will stay the suspension of the Company's
securities and the filing of the Form 25-NSE pending the Panel's decision.
However, there can be no assurance that Nasdaq will accept the Company's appeal.
The Company decided to appeal Nasdaq's determination to a Hearings Panel (the
"Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800
Series.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Promissory Note, dated April 26, 2023 issued to Temmelig Investor LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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