UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 8.01 Other Events.
On December 5, 2022, Financial Strategies Acquisition Corp. (the “Company”) received a redemption report from Continental Stock Transfer and Trust Company (the “Transfer Agent”) indicating that, as of December 5, 2022, the holders of 9,607,982 shares of the Company’s common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.14 per share.
On December 6, 2022, the Company determined to postpone the special meeting of stockholders (the “Special Meeting”) originally scheduled for Wednesday, December 7, 2022, at 10:00 a.m., Central Time, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals.
The Special Meeting will now be held on Friday, December 9, 2022, at 10:00 a.m., Central Time. Accordingly, the deadline for delivery of redemption requests to the Transfer Agent will be extended until 5:00 p.m., Central Time, on December 7, 2022 (two business days prior to the Special Meeting). There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting. The live-webcast for the Special Meeting will be available by visiting https://www.cstproxy.com/finspac/2022.
If approved by the Company’s stockholders at the Special Meeting, the Extension Amendment Proposal included in the definitive proxy statement for the Special Meeting, as previously filed with the Securities and Exchange Commission on November 14, 2022 (such proposal the “Extension Amendment Proposal”), would allow the Company to amend its amended and restated certificate of incorporation (the “Charter Extension Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination from December 14, 2022 (the “Original Termination Date”) to January 14, 2023 (the “Charter Extension Date”) and would allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of the Board, if requested by one or both of FSC Sponsor LLC, a Delaware limited liability company (“FSC Sponsor”), and Celtic Sponsor VII LLC, a Delaware limited liability (“Celtic Sponsor VII,” and, together with FSC Sponsor, the “Co-Sponsors”), and upon five days’ advance notice prior to the applicable Termination Date, until December 14, 2023, or a total of up to twelve months after the Original Termination Date, provided that the Company draws down and deposits into the trust account, for each such monthly extension, the lesser of (a) $50,000 or (b) $0.05 for each share of our Class A common stock issued as part of the units sold in our initial public offering that is not redeemed in connection with the Special Meeting under the non-interest bearing, unsecured promissory notes in the aggregate amount of up to $600,000 to be issued by the Company to the Co-Sponsors or their respective affiliates, members or third-party designees.
Notwithstanding the requirement set forth in the Extension Amendment Proposal and Charter Extension Amendment to only pay $0.05 per share if such calculation would be lesser than $50,000, if the Extension Amendment Proposal is approved by the Company’s stockholders at the Special Meeting, the Company hereby commits that it (i) will only effect the Charter Extension Amendment upon the deposit of $50,000 into the Trust Account and (ii) will not further elect any subsequent one month extension of the Termination Date under the Charter Extension Amendment, unless $50,000 is deposited into the Trust Account for each such extension.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 6, 2022
| FINANCIAL STRATEGIES ACQUISITION CORP. | ||
| By: | /s/ Horst Rzepka | |
| Name: | Horst Rzepka | |
| Title: | Chief Financial Officer | |