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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Financial Strategies Acquisition Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 5, 2024 |
US31772T2069 / Financial Strategies Acquisition Corp / Space Summit Capital LLC Passive Investment SC 13G/A 1 fxco13gamend.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FINANCIAL STRATEGIES ACQUISITION CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 31772T 206 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| August 11, 2023 |
Exhibit 16.1 August 11, 2023 U.S. Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 RE: Financial Strategies Acquisition Corp File No.: 001-41133 We have read the statements under item 4.01 of the Form 8-K to be filed with the Securities and Exchange Commission. We agree with statements pertaining to us. MaloneBailey, LLP www.malonebailey.com Houston, Texas |
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| August 11, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of inco |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of incor |
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| June 15, 2023 |
Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account Financial Strategies Acquisition Corp. ($FXCO) Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date Dallas, TX, June 13, 2023 — Financial Strategies Acquisition Corp. (NASDAQ: FXCO, the “Company”), a spec |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of incorp |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP Number 31772T107 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ |
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| April 27, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 Financial Strategies Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of incorporation or |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of inco |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP Number 31772T107 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10- |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of inco |
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| February 21, 2023 |
US31772T1079 / Financial Strategies Acquisition Corp. / Space Summit Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.0 )* FINANCIAL STRATEGIES ACQUISITION CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 31772T107 (CUSIP Number) February 15, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 17, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among FINANCIAL STRATEGIES ACQUISITION CORP., as SPAC, FXCO MERGER SUB I, CORP. as Merger Sub, and AUSTIN BIOSCIENCES CORP., as the Company Dated as of February 13, 2023 TABLE OF CONTENTS INDEX OF EXHIBITS Exhibit Description Exhibit A Form of Registration Rights Agreement Exhibit B Form of Lock-Up Agreement BUSINESS COMBINATION AGREEMENT This Busi |
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| February 17, 2023 |
EX-99.1 3 tm237173d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Merger with Austin Biosciences Corp, A Texas Biotechnology Platform Company February 13, 2023 16:30 EST DALLAS and AUSTIN, Texas, Feb 13, 2023 – Financial Strategies Acquisition Corp. (Nasdaq: FXCO) (“FXCO”)(the “Company”)., a Special Purpose Acquisition Company led by CEO Alexander V. Schinzi |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of incorpora |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of incorpora |
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| February 17, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among FINANCIAL STRATEGIES ACQUISITION CORP., as SPAC, FXCO MERGER SUB I, CORP. as Merger Sub, and AUSTIN BIOSCIENCES CORP., as the Company Dated as of February 13, 2023 TABLE OF CONTENTS INDEX OF EXHIBITS Exhibit Description Exhibit A Form of Registration Rights Agreement Exhibit B Form of Lock-Up Agreement BUSINESS COMBINATION AGREEMENT This Busi |
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| February 17, 2023 |
Exhibit FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 13, 2023, by and between the undersigned: Celtic Asset & Equity Partners, Ltd. |
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| February 17, 2023 |
Exhibit REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023 by and among (i) Financial Strategies Acquisition Corp. |
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| February 17, 2023 |
Exhibit REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023 by and among (i) Financial Strategies Acquisition Corp. |
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| February 17, 2023 |
Exhibit FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 13, 2023, by and between the undersigned: Celtic Asset & Equity Partners, Ltd. |
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| February 17, 2023 |
Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Merger with Austin Biosciences Corp, A Texas Biotechnology Platform Company February 13, 2023 16:30 EST DALLAS and AUSTIN, Texas, Feb 13, 2023 – Financial Strategies Acquisition Corp. (Nasdaq: FXCO) (“FXCO”)(the “Company”)., a Special Purpose Acquisition Company led by CEO Alexander V. Schinzing, today announced the execution of a defin |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Financial Strategies Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 31772T206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2023 |
EX-99.1 2 tm236182d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date Dallas, TX, February 9, 2023 — Financial Strategies Acquisition Corp. (NASDAQ: FXCO, the “Company”), a special purpose acquisition company, announced today that its Board of Directors (the “Bo |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of in |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Financial Strategies Acquisition Corp (Name of Issuer) Units (Title of Class of Securities) 31772T206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Financial Strategies Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 31772T 107 (CUSIP Number) Alexander V. Schinzing, Managing Member FSC Sponsor LLC c/o Financial Strategies Acquisitio |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of in |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of inc |
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| January 11, 2023 |
Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date Dallas, TX, January 11, 2023 — Financial Strategies Acquisition Corp. (NASDAQ: FXCO, the “Company”), a special purpose acquisition company, announced today that its Board of Directors (the “Board”) has approved an extension of the perio |
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| December 23, 2022 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 2 )* Financial Strategies Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 31772T107 |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of in |
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| December 13, 2022 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FINANCIAL STRATEGIES ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law FINANCIAL STRATEGIES ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation |
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| December 13, 2022 |
Exhibit 10.2 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF FINANCIAL STRATEGIES ACQUISITION CORP. This Amendment No. 1 (this “Amendment”), dated as of December 9, 2022, to the Investment Management Trust Agreement (as defined below), is made by and between Financial Strategies Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a Ne |
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| December 13, 2022 |
Promissory Note, dated December 9, 2022, issued to Temmelig Investor LLC. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 13, 2022 |
Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date Dallas, TX, December 13, 2022 — Financial Strategies Acquisition Corp. (NASDAQ: FXCO, the “Company”), a special purpose acquisition company, announced today that at a special meeting of its stockholders held on December 9, 2022, the Com |
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| December 12, 2022 |
Letter from Grant Thornton LLP to the Securities and Exchange Commission, dated December 12, 2022. EX-16.1 2 tm2232447d2ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 GRANT THORNTON LLP 211 N. Robinson, Suite 1200 Oklahoma City, OK, 73102 D 1 405 218 2800 F 1 405 218 2801 December 12, 2022 Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Financial Strategies Acquisition Corp. File No. 001-41133 Dear Sir or Madam: We have read Item 4.01 of Form 8- |
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| December 12, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of i |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of in |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| December 1, 2022 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of in |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBE |
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| November 14, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 17, 2022 |
Exhibit 10.3 ? August 17, 2022 ? Financial Strategies Acquisitions Corp. 2626 Cole Avenue, Suite 300 Dallas, TX 75204 ? Re: Securities Purchase Agreement ? Dear Mr. Gaylor: ? This letter (this ?Letter Agreement?) is being delivered to you in connection with the Securities Purchase Agreement, dated as of August 17, 2022 (the ?Securities Purchase Agreement?), entered into by and between Gregory A. G |
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| August 17, 2022 |
EX-10.1 2 fxco-20220630xex10d1.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of August 17, 2022, by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2626 Cole Avenue, Suite 300, Dallas, Texas 75204, and the undersigned subscriber (the “Subscri |
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| August 17, 2022 |
Exhibit 10.2 ? THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001 |
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| August 16, 2022 |
PART I — REGISTRANT INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-41133 CUSIP Number Class A Common Stock: 31772T 107 Warrants: 31772T 115 Rights: 31772T 123 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other ju |
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| June 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of incorp |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41133 FINANCIAL STRATEGIES ACQUI |
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| March 31, 2022 |
Exhibit 4.7 FINANCIAL STRATEGIES ACQUISITION CORP. DESCRIPTION OF SECURITIES As of December 31, 2021, Financial Strategies Acquisition Corp. (the “Company,” “we,” “us” or “our”) had four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”): Units, consisting of one share of Class A common stock, one warrant to acquire one share of Class A |
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| February 14, 2022 |
Lighthouse Investment Partners, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Financial Strategies Acquisition Corp Units (Name of Issuer) Units (Title of Class of Securities) 31772T206 (CUSIP Number) February 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 1, 2022 |
8-K 1 tm225030d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (S |
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| January 12, 2022 |
Feis Lawrence Michael - SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Financial Strategies Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 31772T107 |
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| December 22, 2021 |
FINANCIAL STRATEGIES ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT EX-99.1 3 tm2135649d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FINANCIAL STRATEGIES ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 14, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Financial Strategies Acq |
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| December 22, 2021 |
Warrant Agreement, dated December 9, 2021, between the Company and Continental, as warrant agent. EX-4.1 2 tm2135649d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent |
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| December 22, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2135649d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 |
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| December 20, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Financial Strategies Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 31772T206 (CUSIP Number) December 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 17, 2021 |
EX-99.1 2 tm2135819d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy o |
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| December 17, 2021 |
Form of Assignment and Assumption Agreement Exhibit 7 ASSIGNMENT AND ASSUMPTION AGREEMENT This Securities Assignment Agreement is dated as of December [?], 2021 (this ?Assignment?), by and among [?], a Delaware limited liability company (the ?Seller?), and the other parties identified on the signature page(s) hereto (each a ?Buyer? and collectively, the ?Buyers?). |
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| December 17, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Financial Strategies Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 31772T206 (CUSIP Number) December 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| December 17, 2021 |
SC 13D 1 tm2135819d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Financial Strategies Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 31772T 107 (CUSIP Number) Alexander V. Schinzing, Managing Member FSC Sponsor LLC |
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| December 16, 2021 |
Feis Lawrence Michael - SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Financial Strategies Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 31772T206 ( |
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| December 15, 2021 |
Warrant Agreement, dated December 9, 2021, between the Company and Continental, as warrant agent. Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an |
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| December 15, 2021 |
Rights Agreement, dated December 9, 2021, between the Company and Continental, as rights agent. Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of December 9, 2021, by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 8,700,000 units (the “Public U |
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| December 15, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of December 9, 2021 by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-260434 |
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| December 15, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FINANCIAL STRATEGIES ACQUISITION CORP. December 9, 2021 Financial Strategies Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Financial Strategies Acquisition Corp.” The original certificate of incorp |
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| December 15, 2021 |
Business Combination Marketing Agreement, dated December 9, 2021, between the Company and I-Bankers. Exhibit 1.2 I-Bankers Securities, Inc. 1208 Shady Ln N. Keller, TX 76248 December 9, 2021 Financial Strategies Acquisition Corporation 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 Attn: Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Financial Strategies Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “A |
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| December 15, 2021 |
Financial Strategies Acquisition Corp. Announces Pricing of $87 Million Initial Public Offering EX-99.1 8 tm2135503d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Financial Strategies Acquisition Corp. Announces Pricing of $87 Million Initial Public Offering Dallas, Texas, December 9, 2021 – Financial Strategies Acquisition Corp. (NASDAQ: FXCOU, the “Company”) announced today that it priced its initial public offering of 8,700,000 units at $10.00 per unit. The units are expected to be listed on The N |
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| December 15, 2021 |
Exhibit 1.1 8,700,000 Units Financial Strategies Acquisition Corp. UNDERWRITING AGREEMENT December 9, 2021 I-Bankers Securities, Inc. 1208 Shady Ln N. Keller, TX 76248 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Financial Strategies Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securit |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41133 85-1792560 (State or other jurisdiction of in |
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| December 15, 2021 |
Exhibit 99.2 Financial Strategies Acquisition Corp. Announces Closing of $100 Million Initial Public Offering, which Includes Full Exercise of the Underwriters' Over-Allotment Option Dallas, Texas, December 14, 2021 ? Financial Strategies Acquisition Corp. (NASDAQ: FXCOU, the ?Company?) announced today that it closed its initial public offering of 10,005,000 units, which includes the full exercise |
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| December 10, 2021 |
Financial Strategies Acquisition Corp. 8,700,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-260434 PROSPECTUS $87,000,000 Financial Strategies Acquisition Corp. 8,700,000 Units Financial Strategies Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, |
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| December 8, 2021 | ||
| December 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FINANCIAL STRATEGIES ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-1792560 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 262 |
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| December 7, 2021 |
Financial Strategies Acquisition Corp. 2626 Cole Avenue, Suite 300 Dallas, TX 75204 CORRESP 1 filename1.htm Financial Strategies Acquisition Corp. 2626 Cole Avenue, Suite 300 Dallas, TX 75204 December 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: William Demarest and Isaac Esquivel Re: Financial Strategies Acquisition Corp. Registration Statement on Form S-1 Filed on October 22, 2021 File No. 333-260434 |
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| December 7, 2021 |
December 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Financial Strategies Acquisition Corp. Registration Statement on Form S-1 File No. 333-260434 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), I-Bankers Securities, Inc., as representative of the |
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| December 6, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors and initial stockholders** Exhibit 10.1 December [], 2021 Financial Strategies Acquisitions Corp. 2626 Cole Avenue, Suite 300 Dallas, TX 75204 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Financial Strategies Acquisition Corp., a Delaware corporation (the |
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| December 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 6, 2021. As filed with the U.S. Securities and Exchange Commission on December 6, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Financial Strategies Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1792560 (State or other jurisdic |
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| December 6, 2021 |
CORRESP 1 filename1.htm December 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: William Demarest Isaac Esquivel Re: Financial Strategies Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Submitted November 24, 2021 File No. 333-260434 Ladies and Gentlemen: This letter is submitted on behalf of Financial Strategies Ac |
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| December 3, 2021 |
United States securities and exchange commission logo December 3, 2021 Jamie Kurshid Chief Executive Officer Financial Strategies Acquisition Corp. |
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| November 24, 2021 |
Promissory Note, effective November 30, 2020, issued to FSC Sponsor LLC* Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 24, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors and FSC Sponsor LLC** Exhibit 10.1 November [], 2021 Financial Strategies Acquisitions Corp. 2626 Cole Avenue, Suite 300 Dallas, TX 75204 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Financial Strategies Acquisition Corp., a Delaware corporation (the |
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| November 24, 2021 |
Exhibit 4.1 NUMBER UNITS FXCOU FINANCIAL STRATEGIES ACQUISITION CORP. SEE REVERSE FOR CUSIP 31772T 206 CERTAIN DEFINITIONS UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE RIGHT TO RECEIVE ONE-TENTH SHARE OF CLASS A COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A |
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| November 24, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2021, by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 8,700,000 units (the “Public Units”) of |
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| November 24, 2021 |
CORRESP 1 filename1.htm November 24, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: William Demarest Isaac Esquivel Re: Financial Strategies Acquisition Corp. Registration Statement on Form S-1 Submitted October 22, 2021 File No. 333-260434 Ladies and Gentlemen: This letter is submitted on behalf of Financial Strategies Acquisition Corp. (th |
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| November 24, 2021 |
Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Financial Strategies, Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ad |
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| November 24, 2021 |
Certificate of Amendment to Certificate of Incorporation* Exhibit 3.4 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FINANCIAL STRATEGIES ACQUISITION CORP. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware Financial Strategies Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officers, d |
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| November 24, 2021 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-260434 (“Regi |
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| November 24, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), I-Bankers Securities, Inc. (the “Representative”) and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and colle |
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| November 24, 2021 |
Form of Private Placement Unit Purchase Agreement* Exhibit 10.9 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This Private Placement Units Purchase Agreement (this “Agreement”) is made as of the [] day of November, 2021, by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2626 Cole Avenue, Suite 300, Dallas, Texas 75204, FSC Sponsor LLC, a Delaware limited liability co |
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| November 24, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FINANCIAL STRATEGIES ACQUISITION CORP. [], 2021 Financial Strategies Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Financial Strategies Acquisition Corp.” The original certificate of incorporation |
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| November 24, 2021 |
Form of Compensation Committee Charter* Exhibit 99.2 FINANCIAL STRATEGIES ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for |
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| November 24, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW FINANCIAL STRATEGIES ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 31772T 115 Warrant Certificate This Warrant Certificate certifies that , or its registered a |
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| November 24, 2021 |
Exhibit 14 CODE OF ETHICS 1. Introduction The board of directors (“Board of Directors”) of Financial Strategies Acquisition Corp., a Delaware corporation, has adopted this code of ethics (this “Code”), as amended from time to time by the Board of Directors, which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actu |
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| November 24, 2021 |
Specimen Class A common stock Certificate* Exhibit 4.2 NUMBER SHARES FXCO FINANCIAL STRATEGIES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 31772T 107 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF FINANCIAL STRATEGIES ACQUISITION CORP. transferable on the boo |
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| November 24, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 24, 2021. As filed with the U.S. Securities and Exchange Commission on November 24, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Financial Strategies Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1792560 (State or other jurisdi |
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| November 24, 2021 |
Form of Audit Committee Charter* Exhibit 99.1 FINANCIAL STRATEGIES ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of FINANCIAL STRATEGIES ACQUISITION CORP., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and ot |
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| November 24, 2021 |
Exhibit 4.4 Form of Right NUMBER RIGHTS FXCOR FINANCIAL STRATEGIES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 31772T 123 THIS CERTIFIES THAT, for value received, is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth (1/10) of one share of Class A common stock, $0.0001 par value (?Common Stock?), o |
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| November 24, 2021 |
Exhibit 1.2 I-Bankers Securities, Inc. 1208 Shady Ln N. Keller, TX 76248 [ ], 2021 Financial Strategies Acquisition Corporation 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 Attn: Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Financial Strategies Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor” |
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| November 24, 2021 |
Exhibit 10.11 Celtic Asset & Equity Partners Ltd. 9 Cherrywood Park Tallanstown Republic of Ireland Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Financial Strategies Acquisition Corporation (the ?Company?) and Celtic Asset & Equity Partners Ltd. (?Celtic?), dated as of the date hereof, will confirm our agreement that, commencing on the date the secur |
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| November 24, 2021 |
Form of Assignment and Assumption Agreement* Exhibit 10.8 ASSIGNMENT AND ASSUMPTION AGREEMENT This Securities Assignment Agreement is dated as of November [●], 2021 (this “Assignment”), by and among FSC Sponsor LLC, a Delaware limited liability company (the “Seller”), and the other parties identified on the signature page(s) hereto (each a “Buyer” and collectively, the “Buyers”). WHEREAS, Financial Strategies Acquisition Corp., a Delaware co |
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| November 24, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 8,700,000 Units Financial Strategies Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 I-Bankers Securities, Inc. 1208 Shady Ln N. Keller, TX 76248 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Financial Strategies Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, In |
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| November 24, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.5 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial |
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| October 22, 2021 |
Promissory Note, dated July 8, 2020, issued to Emil Assentato* Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIE |
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| October 22, 2021 |
Certificate of Amendment to Certificate of Incorporation* Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FINANCIAL STRATEGIES ACQUISITION CORP. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware Financial Strategies Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officers, d |
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| October 22, 2021 |
Power of Attorney (included in the signature page of this Registration Statement)* S-1 1 tm2130212d1s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on October 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Financial Strategies Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1792560 (State or |
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| October 22, 2021 |
Certificate of Amendment to Certificate of Incorporation* Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FINANCIAL STRATEGIES ACQUISITION CORP. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware Financial Strategies Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officers, d |
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| October 22, 2021 |
Exhibit 10.5 Financial Strategies Acquisition Corp. c/o Celtic Asset & Equity Partners, Ltd. 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 October 23, 2020 FSC Sponsor LLC c/o Celtic Asset & Equity Partners, Ltd. 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on October 23, 2020 by and b |
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| October 22, 2021 |
Exhibit 3.5 BYLAWS OF FINANCIAL STRATEGIES ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered ag |
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| October 22, 2021 |
Exhibit 99.3 CONSENT In connection with the filing by Financial Strategies Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, I hereby consent to being named as a nominee to the board of directors of Financial Strategies Acquisition Corp. in the Registration Statement and any and all amendments and s |
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| October 22, 2021 |
Exhibit 10.6 Financial Strategies Acquisition Corp. c/o Celtic Asset & Equity Partners, Ltd. 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 October 23, 2020 Celtic Asset & Equity Partners, Ltd. 9 Cherrywood Park Tallanstown, Co. Louth Republic of Ireland RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on October 23, 2020 by and between |
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| October 22, 2021 |
Exhibit 99.4 CONSENT In connection with the filing by Financial Strategies Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, I hereby consent to being named as a nominee to the board of directors of Financial Strategies Acquisition Corp. in the Registration Statement and any and all amendments and s |
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| October 22, 2021 |
October 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: William Demarest Isaac Esquivel Re: Financial Strategies Acquisition Corp. Draft Registration Statement on Form S-1 Submitted January 13, 2021 File No. 377-04029 Ladies and Gentlemen: This letter is submitted on behalf of Financial Strategies Acquisition Corp. (the ?Company?) in resp |
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| October 22, 2021 |
Exhibit 99.5 CONSENT In connection with the filing by Financial Strategies Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, I hereby consent to being named as a nominee to the board of directors of Financial Strategies Acquisition Corp. in the Registration Statement and any and all amendments and s |
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| October 22, 2021 |
Exhibit 3.1 Delaware The First State Page 1 3174908 8100 Authentication: 203214314 SR# 20206032310 Date: 07-01-20 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FINANCIAL STRATEGIES ACQUISITION CORP.”, FILED |
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| February 11, 2021 |
United States securities and exchange commission logo February 10, 2021 Tony Porcheron Chief Financial Officer Financial Strategies Acquisition Corp. |
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| January 13, 2021 |
EX-10.2 4 filename4.htm Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THE |
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| January 13, 2021 |
FINANCIAL STRATEGIES ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I EX-3.3 3 filename3.htm Exhibit 3.3 BYLAWS OF FINANCIAL STRATEGIES ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corp |
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| January 13, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 Delaware The First State Page 1 3174908 8100 Authentication: 203214314 SR# 20206032310 Date: 07-01-20 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FINANCIAL STRATEGIES AC |
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| January 13, 2021 |
EX-10.6 6 filename6.htm Exhibit 10.6 Financial Strategies Acquisition Corp. c/o Celtic Asset & Equity Partners, Ltd. 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 October 23, 2020 Celtic Asset & Equity Partners, Ltd. 9 Cherrywood Park Tallanstown, Co. Louth Republic of Ireland RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on October |
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| January 13, 2021 |
EX-10.5 5 filename5.htm Exhibit 10.5 Financial Strategies Acquisition Corp. c/o Celtic Asset & Equity Partners, Ltd. 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 October 23, 2020 FSC Sponsor LLC c/o Celtic Asset & Equity Partners, Ltd. 2626 Cole Avenue, Suite 300 Dallas, Texas 75204 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on O |
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| January 13, 2021 |
DRS 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission January 13, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
