Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On February 13, 2023, Financial Strategies Acquisition Corp., a Delaware
corporation (the "Company"), entered into a business combination agreement (the
"Business Combination Agreement") by and among the Company, FXCO Merger Sub I,
Inc., a Delaware corporation ("Merger Sub"), and Austin Biosciences Corp., a
Delaware corporation ("Austin"). The Business Combination Agreement provides,
among other things, that on the terms and subject to the conditions set forth
therein, Merger Sub will merge with and into Austin, with Austin surviving as a
wholly-owned subsidiary of the Company (the "Business Combination"). Upon the
closing of the Business Combination (the "Closing"), it is anticipated that the
Company will change its name to "Austin Technologies Corporation." The date on
which the Closing actually occurs is hereinafter referred to as the "Closing
Date."
The Business Combination Agreement and the transactions contemplated thereby
were approved by the boards of directors of each of the Company and Austin.
Consideration and Structure
Under the Business Combination Agreement, the Company will acquire all of the
outstanding capital stock of Austin in exchange for 12,500,000 shares of the
Company's Class A common stock, par value $0.0001 per share (the "Class A Common
Stock"), subject to a fairness opinion and an adjustment in the number of shares
equal to the valuation assessed in such opinion.
Pursuant to the Business Combination Agreement, at or prior to the effective
time of the Business Combination, each and every Austin option and warrant that
is outstanding immediately prior to the effective date of the Business
Combination shall be assumed by the Company and continue in full force and
effect on the same terms and conditions as are currently applicable to such
options and warrants, subject to adjustments to exercise price and number of
shares of Class A Common Stock issued upon exercise. As of the date of this
filing, no such options and warrants are outstanding.
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have agreed to customary
representations and warranties for transactions of this type. In addition, the
parties to the Business Combination Agreement agreed to be bound by certain
customary covenants for transactions of this type, including, among others,
covenants with respect to the conduct of Austin, the Company and their
respective subsidiaries during the period between execution of the Business
Combination Agreement and Closing. The representations, warranties, agreements
and covenants of the parties set forth in the Business Combination Agreement
will terminate at Closing, except for those covenants and agreements that, by
their terms, contemplate performance after Closing. Each of the parties to the
Business Combination Agreement has agreed to use its reasonable best efforts to
take or cause to be taken all actions and things necessary to consummate and
expeditiously implement the Business Combination.
Conditions to Closing
Under the Business Combination Agreement, the obligations of the parties to
consummate the Business Combination are subject to the satisfaction or waiver of
certain customary closing conditions of the respective parties, including,
without limitation: (i) the approval and adoption of the Business Combination
Agreement and transactions contemplated thereby by requisite vote of the
Company's stockholders (the "Company Stockholder Approval") and Austin's
stockholders (the "Austin Stockholder Approval"); (ii) the execution of the
Investor Rights Agreement (as defined below) by the parties thereto; (iii) the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the
absence of a Company Material Adverse Effect or FXCO Material Adverse Effect
(each, as defined in the Business Combination Agreement) since the date of the
Business Combination Agreement that is continuing; (v) after giving effect to
the transactions contemplated by the Business Combination Agreement, the Company
has net tangible assets of at least $5,000,001 upon consummation of the Business
Combination; (vi) the Company's initial listing application with The Nasdaq
Stock Market ("Nasdaq"), Nasdaq Capital Market, in connection with the Business
Combination has been approved and, immediately following the effective time of
the Business Combination, the Company has satisfied any applicable initial and
continuing listing requirements of Nasdaq, and the Company has not received any
notice of non-compliance therewith that has not been cured or would not be
cured, and the shares of the Company's Class A Common Stock have been approved
for listing on Nasdaq; (vii) the S-4 Registration Statement (as defined below)
has become effective, no stop order has been issued by the Securities and
Exchange Commission (the "SEC") and remains in effect with respect to the S-4
Registration Statement, and no proceeding seeking such a stop order has been
threatened or initiated by the SEC and remains pending.
Termination
The Business Combination Agreement may be terminated under certain customary and
limited circumstances at any time prior to the Closing, including, without
limitation, (a) by mutual written consent of the Company and Austin, (b) by
written notice by Austin or the Company if any of the conditions to the Closing
set forth in Article VII have not been satisfied or waived by December 31, 2024
(the "Outside Date") (provided, that, if Company seeks and obtains an Extension,
Company shall have the right, with the prior written consent of Austin, to
extend the Outside Date for an additional period equal to the shortest of (i)
three (3) additional months, (ii) the period ending on the last date for the
Company to consummate its Business Combination pursuant to such Extension and
(iii) such period as mutually agreed by the Parties); provided, that the right
to terminate the Business Combination Agreement under this Section 8.1(b) shall
not be available to a Party if the breach or violation by such Party or its
Affiliates of any representation, warranty, covenant or obligation under the
Business Combination Agreement was the proximate cause of, or proximately
resulted in, the failure of the Closing to occur on or before the Outside Date;
(c) by written notice by either Austin or the Company if a Governmental
Authority of competent jurisdiction shall have issued an Order or taken any
other action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by the Business Combination Agreement, and such Order
or other action has become final and non-appealable; provided, however, that the
right to terminate the Business Combination Agreement pursuant to this Section
8.1(c) shall not be available to a Party if the failure by such Party or its
Affiliates to comply with any provision of the Business Combination Agreement
has been a substantial cause of, or substantially resulted in, such action by
such Governmental Authority; (d) by written notice by the Austin to Company, if
(i) there has been a breach by Company or Merger-Sub of any of their
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of the Company's Class A Common Stock in connection
with the transactions contemplated by the Business Combination Agreement is
incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On February 13, 2023, the Company issued a press release announcing that on
February 13, 2023, it executed the Business Combination Agreement. A copy of the
press release is furnished hereto as Exhibit 99.l.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto
shall not be deemed "filed" for 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 Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Important Information About the Merger and Where to Find It
A full description of the terms of the Business Combination will be provided in
the S-4 Registration Statement to be filed with the SEC by the Company, which
will include a prospectus with respect to the Company's securities to be issued
in connection with the Business Combination and a proxy statement with respect
to the stockholder meeting of the Company to vote on the Business Combination.
The Company urges its investors, stockholders and other interested persons to
read, when available, the preliminary proxy statement/prospectus as well as
other documents filed with the SEC because these documents will contain
important information about the Company, Austin and the Business Combination.
After the S-4 Registration Statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement will be mailed
to stockholders of the Company as of a record date to be established for voting
on the proposed Business Combination. Once available, stockholders will also be
able to obtain a copy of the S-4 Registration Statement, including the proxy
statement/prospectus, and other documents filed with the SEC without charge, by
directing a request to: Financial Strategies Acquisition Corp., 2626 Cole Avenue
Suite 300, Dallas, Texas 75204. The preliminary and definitive proxy
statement/prospectus to be included in the S-4 Registration Statement, once
available, can also be obtained, without charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
The Company and Austin and their respective directors and executive officers may
be considered participants in the solicitation of proxies with respect to the
proposed Business Combination described in this Current Report on Form 8-K under
the rules of the SEC. Information about the directors and executive officers of
the Company is set forth in the Company's final prospectus filed with the SEC
pursuant to Rule 424(b) of the Securities Act on July 27, 2021, and is available
free of charge at the SEC's website at www.sec.gov or by directing a request to:
Financial Strategies Acquisition Corp., 2626 Cole Avenue Suite 300, Dallas,
Texas 75204. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the Company's stockholders in
connection with the proposed Business Combination will be set forth in the
registration statement containing the proxy statement/prospectus for the
proposed Business Combination when it is filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Current Report contains forward-looking statements that are based on
beliefs and assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue," "ongoing"
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking statement
contained in this Current Report, we caution you that these statements are based
on a combination of facts and factors currently known by us and our projections
of the future, about which we cannot be certain. Forward-looking statements in
this Current Report include, but are not limited to, statements regarding the
proposed Business Combination, including the timing and structure of the
Business Combination, the proceeds of the Business Combination, the initial
market capitalization of the combined company following the Closing and the
benefits of the Business Combination. We cannot assure you that the
forward-looking statements in this Current Report will prove to be accurate.
These forward-looking statements are subject to a number of significant risks
and uncertainties that could cause actual results to differ materially from
expected results, including, among others, the ability to complete the Business
Combination due to the failure to obtain approval from the Company's
stockholders or satisfy other closing conditions in the Business Combination
Agreement, the occurrence of any event that could give rise to the termination
of the Business Combination Agreement, the ability to recognize the anticipated
benefits of the Business Combination, the outcome of any legal proceedings that
may be instituted against the Company or Austin following announcement of the
proposed Business Combination and related transactions, the impact of current
macroeconomic and geopolitical events, including changing conditions from the
hostilities in Ukraine, increasing rates of inflation, rising interest rates
and/or the ability of the parties to complete the Business Combination, the
ability to obtain or maintain the listing of the Company's Class A Common Stock
on Nasdaq following the proposed Business Combination, costs related to the
proposed Business Combination, changes in applicable laws or regulations, the
possibility that the Company or Austin may be adversely affected by other
economic, business, and/or competitive factors. and other risks and
uncertainties, including those to be included under the header "Risk Factors" in
the S-4 Registration Statement to be filed by the Company with the SEC and those
included under the header "Risk Factors" in the final prospectus of the Company
related to its initial public offering. Most of these factors are outside the
Company's and Austin's control and are difficult to predict. Furthermore, if the
forward-looking statements prove to be inaccurate, the inaccuracy may be
material. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or
warranty by us or any other person that we will achieve our objectives and plans
in any specified time frame, or at all. The forward-looking statements in this
Current Report represent our views as of the date of this Current Report. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we have no current intention of doing so except to
the extent required by applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date subsequent
to the date of this Current Report.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed
Business Combination and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of securities in
any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1† Business Combination Agreement, dated as of February 13, 2023, by
and among Financial Strategies Acquisition Corp. and Austin
Biosciences Corp.
99.1 Press Release, dated February 13, 2023
99.2 Form of Lock-Up Agreement
99.3 Registration Rights Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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