SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schinzing Alexander V

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Financial Strategies Acquisition Corp. [ FXCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	12/01/2022		C		775,000	A	⁽¹⁾	975,000	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾	12/01/2022		C		416,212	A	⁽¹⁾	416,212	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Class A Common Stock⁽¹⁾	12/01/2022		C		375,000	A	⁽¹⁾	375,000	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Class A Common Stock⁽¹⁾	12/01/2022		C		200,000	A	⁽¹⁾	250,000	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Class A Common Stock⁽¹⁾	12/01/2022		C		85,038	A	⁽¹⁾	85,038	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	12/01/2022		C			775,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	775,000	⁽¹⁾	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾	12/01/2022		C			416,212	⁽¹⁾	⁽¹⁾	Class A Common Stock	416,212	⁽¹⁾	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Class B Common Stock	⁽¹⁾	12/01/2022		C			375,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	375,000	⁽¹⁾	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽¹⁾	12/01/2022		C			200,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000	⁽¹⁾	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Class B Common Stock	⁽¹⁾	12/01/2022		C			85,038	⁽¹⁾	⁽¹⁾	Class A Common Stock	85,038	⁽¹⁾	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Schinzing Alexander V

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

FSC Sponsor LLC

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Celtic Asset & Equity Partners, Ltd.

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Caliente Management L.L.C.

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Issuer's Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder, on a one-for-one basis, and has no expiration date.

2. This statement is filed jointly by and on behalf of Mr. Schinzing, FSC Sponsor LLC ("FSC Sponsor"), Celtic Asset & Equity Partners, Ltd. ("Celtic A&E") and Caliente Management L.L.C. ("Caliente"). FSC Sponsor, Celtic A&E, Caliente, Celtic Sponsor VII LLC ("Celtic Sponsor VII") and Frio Investments L.L.C. ("Frio") are the direct beneficial owners of the securities covered by this statement.

3. FSC Sponsor is the managing member of, and may be deemed to beneficially own securities owned by, Caliente and Frio. Mr. Schinzing is the managing member of FSC Sponsor and Celtic A&E and the manager of Celtic Sponsor VII. Therefore, Mr. Schinzing may be deemed to beneficially own securities owned by each of FSC Sponsor, Celtic A&E, Caliente, Frio and Celtic Sponsor VII.

4. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

5. Represents shares directly beneficially owned by FSC Sponsor.

6. Represents shares directly beneficially owned by Celtic A&E.

7. Represents shares directly beneficially owned by Caliente.

8. Represents shares directly beneficially owned by Celtic Sponsor VII.

9. Represents shares directly beneficially owned by Frio.

	/s/ Alexander V. Schinzing	02/06/2023
	Celtic Asset & Equity Partners, Ltd.; By: /s/ Alexander V. Schinzing	02/06/2023
	FSC Sponsor LLC; By: /s/ Alexander V. Schinzing	02/06/2023
	Caliente Management L.L.C.; By: FSC Sponsor LLC, its managing member; By: /s/ Alexander V. Schinzing	02/06/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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