Form 10-Q Financial Strategies For: Jun 30
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Address of principal executive offices)
Registrant’s telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of August 15, 2022, there were
FINANCIAL STRATEGIES ACQUISITION CORP.
Quarterly report for the period ended June 30, 2022
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report on Form 10-Q may constitute “forward looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and variations and similar words and expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including, but not limited to:
|●||our ability to select an appropriate target business or businesses;|
|●||our ability to complete our initial business combination;|
|●||our expectations around the performance of the prospective target business or businesses;|
|●||our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;|
|●||our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;|
|●||our potential ability to obtain additional financing to complete our initial business combination;|
|●||our pool of prospective target businesses;|
|●||the ability of our officers and directors to generate a number of potential acquisition opportunities;|
|●||our public securities’ potential liquidity and trading;|
|●||the lack of a market for our securities;|
|●||the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;|
|●||the trust account not being subject to claims of third parties; or|
|●||our financial performance.|
For a more detailed discussion of these and other factors that could cause the actual results to differ materially from those anticipated in the forward-looking statements, see the factors described under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 31, 2022. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FINANCIAL STRATEGIES ACQUISITION CORP.
CONDENSED BALANCE SHEETS
June 30, 2022
December 31, 2021
(Amounts in USD)
Total Current Assets
Marketable investments held in Trust Account
LIABILITIES & SHAREHOLDER’S EQUITY (DEFICIT)
Accounts payable & accrued expenses
Total Current Liabilities
Derivative warrant liabilities
Total Non-Current Liabilities
Commitments & Contingencies
Class A common stock subject to redemption,
Class A common stock, $
Class B common stock, $
Additional paid in Capital and Reclassifications
Accumulated Profit /(Deficit)
Total Shareholder’s Equity (Deficit)
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIT)
The accompanying notes are an integral part of the unaudited condensed financial statements.
FINANCIAL STRATEGIES ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
For the three months
For the three months
For the six months
For the six months
ended June 30, 2022
ended June 30, 2021
ended June 30, 2022
ended June 30, 2021
(Amounts in USD)
General & Administrative expenses
Interest on marketable investments held in Trust Account
Change in fair value of Warrant Liabilities
Income before Income Tax
Tax on Interest income
Basic and diluted Earnings/(Loss) per share
Class A common stock
Class B common stock
Weighted average common shares outstanding
Class A common stock
Class B common stock
The accompanying notes are an integral part of the unaudited condensed financial statements.
FINANCIAL STRATEGIES ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY/(DEFICIT)
Common Stock Class A
Common Stock Class B
(Amounts in USD)
Balance - December 31, 2021
Net Income / (Loss)
Balance - March 31, 2022
Net Income / (Loss)
Balance - June 30, 2022
Balance - December 31, 2020
Net Income / (Loss)
Balance - March 31, 2021
Net Income / (Loss)
Balance - June 30, 2021
The accompanying notes are an integral part of the unaudited condensed financial statements.
FINANCIAL STRATEGIES ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended
For the six months ended
June 30, 2022
June 30, 2021
(Amounts in USD)
Cash Flows from Operating Activities
Adjustments to reconcile net income to net cash used in operating activities:
Change in Prepaid Expenses
Changes in Accounts Payable and Accrued Liabilities
Changes in Tax Provisions
Add-back of interest earned in Trust Account
Change in fair value of Warrant Liabilities
Net Cash used in Operating activities
Cash Flows from Financing Activities
Proceeds from short term loan
Payment of Offering Cost
Net Cash used in Financing activities
Net decrease in Cash
Cash at beginning of period
Cash at end of period
The accompanying notes are an integral part of the unaudited condensed financial statements.
Notes to the Condensed Financial Statements (Unaudited)
NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Financial Strategies Acquisition Corp. (the “Company”) is a blank check company incorporated on July 1, 2020, under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
As of December 14, 2021, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through December 14, 2021, relates to the Company’s formation and its initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.
On December 14, 2021, the Company consummated its IPO of
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least
Upon the closing of the IPO on December 14, 2021, the Company deposited $
The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $
The Co-Sponsors, initial stockholders and I-Bankers have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares or Public Shares held by them in connection with the completion of an initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (x) to modify the substance or timing of the Company’s obligation to redeem
Each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The Company will have until
If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than
Our Co-Sponsors, initial stockholders and I-Bankers have entered into a letter agreement with us, pursuant to which they have agreed to waive their liquidation rights with respect to the Founder Shares (as defined below) and Private Placement Shares (and Representative Shares (as defined below) in the case of I-Bankers) if the Company fails to complete a Business Combination within the Combination Period. However, if the Co-Sponsors, initial stockholders or I-Bankers acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their business combination marketing fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($
The Co-Sponsors have agreed that they will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $
Underwriting Agreement and Business Combination Marketing Agreement
The Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO and the simultaneous listing of the Units on Nasdaq. Pursuant to that certain underwriting agreement, I-Bankers acted as the representative of the Underwriters of the IPO for
Upon the closing of the IPO, the Company issued to I-Bankers a
In addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate,
Liquidity and Capital Resources
Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. The Company has since completed its IPO, in which an amount of $
On August 17, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Greg Gaylor, as trustee of the William C Gaylor and Dorothy J Gaylor Rev. Trust (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Company sold to the Purchaser, for an aggregate purchase price of $
Based on the foregoing, our management believes that the Company will have sufficient working capital and liquidity to meet its needs through the consummation of a Business Combination. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company had $
Marketable Investments held in Trust Account
A total of $
At June 30, 2022, assets of $
Offering Costs Associated with the IPO
The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $
Common Stock Subject to Possible Redemption
All of the
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $
Business Combination Marketing Fee
Pursuant to the business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate,
The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
The provision for income taxes was deemed to be immaterial for the year ended December 31, 2021. As of June 30, 2022, the Company has established a provision for income taxes in the amount of $
Being incorporated in Delaware, the Company is subject to Delaware franchise tax. The calculation of the potential tax liability for the business year 2021, applying the “Authorized Shares Method” as well as the “Assumed Par Value Capital Method,” has shown that under both methods the maximum annual tax of $
ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities.
Recent Accounting Pronouncements
In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023, for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows.
In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis.
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A and Class B common stock for the period from January 1, 2022, through June 30, 2022, reflective of the respective participation rights.
The following table reflects the calculation of basic and diluted net income per common share:
Three month ended
Six month ended
June 30, 2022
June 30, 2022
Earnings per Share calculation
Class B shares outstanding
Class A shares Issued upon IPO
Net Income available to stockholders
Allocation of Net Income available to ordinary shares
Weighted Average Shares outstanding
As of June 30, 2022,
NOTE 3 ─ PUBLIC OFFERING
At the IPO, the Company sold
A total of $
NOTE 4 ─ RELATED PARTY TRANSACTIONS
On October 23, 2020, our Co-Sponsor, FSC Sponsor LLC, acquired
On September 21, 2021, the Company effected a
The Founder Shares included an aggregate of up to
The Co-Sponsors and initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation of our initial Business Combination or (ii) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.
Concurrently with the closing of the IPO, our Co-Sponsors, anchor investors and I-Bankers purchased an aggregate of
The Private Placement Units (including the underlying Private Placement Rights, Private Placement Warrants, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights and the exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
Promissory Notes – Related Party
Our liquidity needs have been satisfied prior to the completion of the IPO through a capital contribution from our initial stockholders of $
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Co-Sponsors, an affiliate of the Co-Sponsors, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
Administrative Services Arrangement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay Celtic Asset & Equity Partners, Ltd. a monthly fee of $
NOTE 5 ─ COMMITMENTS AND CONTINGENCIES
The holders of the Founder Shares, the Private Placement Units (and their underlying securities), the Representative Shares, the Representative Warrants (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to
The Company had granted the Underwriters a
Simultaneously with the closing of the IPO, the Underwriters exercised the over-allotment option in full. As such, the Underwriters were paid an underwriting discount and commission of $
NOTE 6 ─ SHAREHOLDERS’ EQUITY
The Company is authorized to issue a total of
As of June 30, 2022, there were
As of June 30, 2022,
As of June 30, 2022, there were
Each holder of a right will receive(1/10) of one share of Class A common stock upon consummation of a Business Combination. In the event the Company will not be the surviving entity upon completion of the Company’s initial Business Combination, each holder of a Public Right will automatically receive the 1/10 share of Class A common stock underlying such Public Right (without paying any additional consideration); and each holder of a Private Placement Right or right underlying Units to be issued upon conversion of the Working Capital Loans will be required to affirmatively convert its rights in order to receive the 1/10 share of Class A common stock underlying each right (without paying any additional consideration). If the Company is unable to complete an initial Business Combination within the required time period and public stockholders redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. The Company will not issue fractional shares upon conversion of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exchange, comply with Section 155 of the Delaware General Corporation Law. Any fractional shares will be rounded down to the nearest whole share, and any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights.
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Public Warrants and Private Placement Warrants
As of June 30, 2022, there were
Each warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $
We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
We have not registered the shares of Class A common stock issuable upon exercise of the warrants. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by theth day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the warrants become exercisable, we may call the warrants for redemption (excluding the Private Placement Warrants but including any outstanding Representative Warrants):
|●||in whole and not in part;|
|●||at a price of $|
|●||upon not less than days’ prior written notice of redemption (the “-day redemption period”) to each warrant holder; and|
|●||if, and only if, the reported last sale price of the Class A common stock equals or exceeds $|
If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $
Private Placement Warrants
Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of our Public Warrants, including as to exercise price, exercisability and exercise period. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the
Representative Warrants and Representative Shares
Upon the closing of the IPO, the Company issued to the Underwriters Representative Warrants exercisable for
At June 30, 2022, the fair value of Representative Warrants was estimated to be approximately $
The Underwriters agreed not to transfer, assign or sell any of the Representative Shares without the Company’s prior written consent until the completion of the Business Combination. In addition, the Underwriters agreed (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following December 14, 2021 pursuant to FINRA Rule 5110(e)(1).
NOTE 7 – RECURRING FAIR VALUE MEASUREMENTS
At June 30, 2022, the Company’s warrant liability was valued at $
Offering Costs Associated with IPO
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs associated with the warrant liabilities are expensed, and offering costs associated with the shares of Class A common stock are charged to shareholders’ equity. Offering costs are charged to shareholder’s equity or the statement of operations based on the relative value of the Public Warrants and the Private Warrants to the proceeds received from the Units sold upon the completion of the IPO.
Accordingly, upon completion of the proposed Public Offering, offering costs allocated to derivative warrant liabilities of $
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|●||Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;|
|●||Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and|
|●||Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.|
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
June 30, 2022
Marketable investments in Trust Account
Private Placement Warrants
The Company utilizes the Black-Scholes Option pricing model to value the Private Placement Warrants and the Representative Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Warrant liability is determined using Level 3 inputs. With respect to the Public Warrants, a shift from Level 3 classification (at December 31, 2021) to Level 1 (at June 30, 2022) has happened, triggered by the commencement of separate trading of the warrants as from January 10, 2022.
Inherent in the Black-Scholes pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical industry volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. In addition, management includes assumptions regarding the probability of a successful Business Combination.
The aforementioned Private Placement Warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which the change in valuation technique or methodology occurs.
Due to the current market conditions for special purpose acquisition companies, the observable market price for the Public Warrants as of June 30, 2022 was below what an option pricing model would return even with negligible volatility (>
At June 30, 2022 in accordance with the market price of a Public Warrant, the fair value of a Private Warrant was $
The aforementioned Public Warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which the change in valuation technique or methodology occurs.
On January 10, 2022 the Units issued in the Public Offering were split and the Public Shares, Public Warrants and Public Rights started to trade separately. With an observable market quote in an active market the Public Warrants transferred from Level 3 to Level 1 classification in the period ended June 30, 2022.
At June 30, 2022 the market price and accordingly the fair value of a Public Warrant was $
The aforementioned Representative Warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which the change in valuation technique or methodology occurs.
The following table provides quantitative information regarding Level 3 fair value measurements:
at June 30, 2022
at December 31, 2021
Redemption Trigger Price
Risk Free Rate
Fair Value 1 Representative Warrant
At June 30, 2022, the fair value of a Representative Warrant was $
NOTE 8 ─ SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On August 17, 2022, the Company entered into the Securities Purchase Agreement pursuant to which the Company established an equity line of credit, of which the Company has drawn $
The promissory note bears interest at the rate of
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise stated in this Quarterly Report on Form 10-Q, or unless the context otherwise requires, references to:
|●||“we,” “us,” “our,” “company” or “our company” are to Financial Strategies Acquisition Corp;|
|●||“management” or our “management team” are to our directors and officers;|
|●||our “co-sponsors” are to FSC Sponsor LLC, a Delaware limited liability company, and Celtic Sponsor VII LLC, a Delaware limited liability company and an affiliate of Celtic Asset & Equity Partners, Ltd.;|
|●||our “advisor” are to Celtic Asset & Equity Partners, Ltd.;|
|●||our “anchor investors” are to Greentree Financial Group Inc., Sea Otter Securities Group LLC, Sixth Borough Capital Fund LP (and certain members of its general partner), and certain accounts managed by Eagle Point Credit Management LLC;|
|●||our “common stock” are to our Class A common stock, par value $0.0001 per share and our Class B common stock, par value $0.0001 per share, collectively;|
|●||our “founder shares” are to shares of our Class B common stock initially purchased by our initial stockholders in a private placement prior to the initial public offering of our units (the “Initial Public Offering”), and the shares of our Class A common stock issuable upon the conversion thereof;|
|●||our “initial stockholders” are to our co-sponsors, anchor investors, Celtic Asset & Equity Partners, Ltd., Caliente Management L.L.C., Frio Investment, L.L.C., and any other holders of our founder shares prior to the Initial Public Offering (or their permitted transferees);|
|●||“I-Bankers” are to I-Bankers Securities, Inc., the representative of the underwriters of the Initial Public Offering;|
|●||“private placement units” are to the units issued to our co-sponsors, anchor investors and I-Bankers in a private placement that closed simultaneously with the closing of the Initial Public Offering (the “Private Placement”), each private placement unit consisting of one private placement share, one private placement right and one private placement warrant;|
|●||“private placement rights” are to the rights included within the private placement units sold in the Private Placement;|
|●||“private placement shares” are to the shares of our common stock included within the private placement units sold in the Private Placement;|
|●||“private placement warrants” are to the warrants included within the private placement units sold in the Private Placement;|
|●||“public rights” are to the rights sold as part of the units in the Initial Public Offering;|
|●||“public shares” are to shares of our Class A common stock sold as part of the units in the Initial Public Offering;|
|●||“public stockholders” are to the holders of our public shares;|
|●||“public warrants” are to our redeemable warrants sold as part of the units in the Initial Public Offering, to the private placement warrants if held by third parties other than one of our co-sponsors, anchor investors or the underwriters (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial stockholders, anchor investors, or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination;|
|●||“representative’s shares” are to the 373,750 shares of our Class A common stock issued to the representative of the underwriters and/or its designees upon the closing of the Initial Public Offering;|
|●||“representative’s warrants” are to the warrants, exercisable for 800,400 shares of Class A common stock, issued to the representative of the underwriters and/or its designees upon the closing of the Initial Public Offering;|
|●||“rights” are to the rights, which includes the public rights as well as the private placement rights;|
|●||“warrants” are to our warrants, which includes the public warrants as well as the private placement warrants and representative’s warrants; and|
|●||the “trust account” are to a trust account in the United States established for the benefit of our public stockholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee, into which $101,050,500 in proceeds from the Initial Public Offering and the Private Placement were placed.|
On September 21, 2021, we effected a 7-for-10 reverse stock split of all issued and outstanding shares of our Class B common stock which reduced the number of issued and outstanding shares of Class B common stock from 2,875,000 shares to 2,012,500 shares. On October 13, 2021 we effected a 7.2-for-7 forward stock split of all issued and outstanding shares of our Class B common stock which increased the number of issued and outstanding shares of Class B common stock from 2,012,500 shares to 2,070,000 shares. On November 23, 2021 we effected a 87-for-72 forward stock split of all issued and outstanding shares of our Class B common stock which increased the number of issued and outstanding shares of Class B common stock from 2,070,000 shares to 2,501,250 shares. Unless otherwise indicated, all share and per share information contained herein has been adjusted to give effect to such stock splits.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the notes related thereto in “PART I. Financial Information” of this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “PART II. Other Information, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
We are a blank check company incorporated as a Delaware corporation and 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. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (as defined below) and the Private Placement (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into in the future), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
On December 14, 2021, we completed our initial public offering of 10,005,000 public units, including the exercise in full of the underwriters’ option to purchase an additional 1,305,000 public units to cover over-allotments (the “Initial Public Offering”). On December 14, 2021, our co-sponsors, anchor investors and I-Bankers purchased 504,950 private placement units in a private placement (the “Private Placement”) at a price of $10.00 per private placement unit, generating gross proceeds of $5,049,500. An aggregate of $100,050,000 in gross proceeds has been generated from the Initial Public Offering.
As indicated in the accompanying unaudited condensed financial statements, at June 30, 2022, we had $1,433 in cash ($365,399 at December 31,2021), $407,720 in prepayments ($826,027 at December 31, 2021) and $68,962 in accounts payable ($44,515 at December 31, 2021). We expect to continue to incur significant costs in the pursuit of our initial business combination plans. On August 17, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Greg Gaylor, as trustee of the William C Gaylor and Dorothy J Gaylor Rev. Trust (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Company sold to the Purchaser, for an aggregate purchase price of $200,000, a promissory note in the aggregate principal amount of $200,000, 20,000 shares of Class A common stock and warrants to purchase 2,000 shares of Class A common stock, and the Purchaser committed to purchase upon the same terms at the request of the Company up to $150,000 of additional securities, consisting of an additional promissory note in the aggregate principal amount of up to $150,000, and to purchase up to an additional 15,000 shares of Class A common stock and warrants to purchase up to 1,500 shares of Class A common stock.
The promissory note bears interest at the rate of 10% per annum, and the warrants issued are identical to the private warrants issued as part of the Private Placement Units.
We cannot assure you that our efforts to raise further capital if needed or to complete our initial business combination will be successful.
Changes in Directors and Management
As previously disclosed, since our IPO, there have been several changes in our board of directors and management. The following is a list of current directors, officers and promoters of the Company, along with certain biographical information.
Interim Chief Executive Officer, Chairman
Chief Financial Officer, Director
Company Secretary, Promoter
Timo Vainionpää has served as our interim Chief Executive Officer, director and chairman of the board of directors since June 2022. Mr. Vainionpää is a veteran executive and entrepreneur in the international telecommunications sector. He is both the owner and the President of AurorA International Telecommunications Inc (“AurorA”) since its inception in August 1994, a provider of wholesale international telecommunications services from its base in Canada. AurorA has worked with the premier telecommunications carriers worldwide such as Tata Communications, Teleglobe, Deutsche Telekom, France Telecom, MCI Communications and Sprint International. Mr. Vainionpää is also the owner and President of Amitel Corp. since 2008, a firm which assists telecommunications operators with cloud-based SaaS billing, data privacy, security, payment processing, merchant services and cloud contact centers as a service. He has a passion for providing customers with premium quality services and for fighting telecom fraud. Prior to founding these businesses, Mr. Vainionpää was the VP of Network Services and Business Development at ACC TelEnterprises from Aug 1991 to Sept 1994. Mr. Vainionpää received his Bachelor of Applied Science in Electrical Engineering from the University of Waterloo.
Horst Rzepka has served as our Chief Financial Officer since August 2021, and as a member of our board of directors since December 2021. Mr. Rzepka has held numerous senior finance positions in his twenty-five-year corporate career, serving as CFO and finance director in privately held companies as well as local subsidiaries of publicly listed national and international corporations in the global telecommunications industry. Mr. Rzepka has served with Lebara GmbH, TelCommunication Services AG (formerly Tele2 Switzerland), COLT Telecom AG, RSL Com Schweiz AG, Unisource AG and Unisource Carrier Services AG and AT&T GIS Switzerland (formerly NCR Switzerland). He was a co-owner and the CFO of Ortel Mobile Switzerland GmbH from November 2012 until the company was acquired by Sunrise Communications AG, the second largest Swiss telecom provider, in June 2013. He subsequently served as Director of Finance for Sunrise Communications AG, and as CFO of YOL Communications GmbH and YOL Services AG, two subsidiaries of Sunrise Communications from July 2013 until June 2017. Mr. Rzepka has a broad experience in corporate finance, business and financial planning, systems and process implementation and contract negotiation. He has orchestrated multiple M&A transactions as buyer and vendor with subsequent business integrations and has been involved in numerous startups and restructurings. While having spent most of his corporate career in the Telecom industry, most recently as a financial consultant for SME’s, startups and boutique business ventures, he has operated in a wide range of traditional and new industries, focusing on new technologies. Mr. Rzepka graduated from the University of Zurich with an M.B.A. in 1992.
Jamie Khurshid has served as a member of our board of directors since June 2021. Mr. Khurshid is a London based senior financial markets expert, with a career spanning over two decades as an investment banker with Credit Suisse from September 1998 to June 2008, with Goldman Sachs from June 2008 to May 2010, with the Royal Bank of Scotland from May 2008 until June 2013, and subsequently from July 2013 to July 2014 as a senior partner with Cinnober Financial Technology, the world’s leading independent exchange and clearing house technology provider. Mr. Khurshid played an important role in the development of European regulatory transparency in financial markets and is known for setting up two consortium ventures, first with IHS Markit, from September 2006 to September 2007 where he was responsible for the negotiation and acquisition of Boat Services Ltd., Europe’s longest running independent regulatory and transparency services vehicle since the introduction of MiFID in 2007, and the London Stock Exchange Group’s (LSEG) Turquoise MTF from April 2007 to April 2008. Most recently, Mr. Khurshid is recognized for defining and successfully delivering the first voluntary transparency regime for the global bullion market on behalf of the London Bullion Market Association, authorized by the
Bank of England with oversight from the UK FCA. He has served since July 2018 as a board advisor for Quantum Technology Solutions in London, an information technology, financial services, platform for algorithm trading, execution systems, and regulatory and risk compliance. He is the cofounder of Digital RFQ, one of Europe’s leading digital asset execution service providing global counterparts with unique access to global liquidity and a suite of institutional products and services. Mr. Khurshid graduated from the University of Reading (United Kingdom) with a B.S. in Environmental Science with honors in 1997.
Daniel Minkowitz has served as one of our independent directors since June 2022. Mr. Minkowitz is an experienced businessman and real estate developer, having founded and led several companies. He is also a seasoned investor, with emphasis in cryptocurrency, fintech, wearable technology, renewable energy, special purpose acquisition companies and early state technology. Mr. Minkowitz has served as chairman and chief executive officer of Mink Development, LLC (“Mink Development”) since he founded the firm in March 2010. Mink Development is a real estate development, acquisition, and investment firm based in New York City and Miami that specializes in luxury residential, hospitality, and mixed-use projects. Mr. Minkowitz has also served as founder, chairman and chief executive officer of Mink Holdings Inc., another real estate development company, since its founding in March 2016, and as the founder and chief executive officer of Mink Capital Partners LP, an investment firm focused on cryptocurrency, fintech, wearable technology, renewable energy, special purpose acquisition companies and early state technology companies, since its founding September 2020. From September 2018 to May 2020, Mr. Minkowitz served as chief executive officer of Standard Power Group, a non-residential real estate leasing company focused on providing infrastructure to advanced data processing companies, and from July 2005 until its sale in December 2010, he served as chief executive officer of Renato Watches Inc, a premium watch company he founded. Mr. Minkowitz attended New York University from 1997 to 1999, where he studied business.
On May 28, 2021, Mr. Minkowitz filed for bankruptcy protection under Chapter 13 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Florida. Mr. Minkowitz filed a notice of voluntary dismissal of such bankruptcy case with the court on June 11, 2021, and the case was subsequently discharged and closed by the court on July 26, 2021. In addition, Mr. Minkowitz served as managing member and chief executive officer of MDVE12 LLC, a single asset real estate company, since he founded the company in May 2018. On September 13, 2021, MDVE12 LLC filed for bankruptcy protection under Chapter 11 of Title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Florida, which bankruptcy proceedings were closed on December 3, 2021.
Stefan Nolte has served as one of our independent directors since April 2021. Mr. Nolte has been serving as the managing partner of Shanda Consult of Nicosia, Cyprus, an international business consulting firm he founded in November 2009, responsible for compliance with the auspices of CySEC, the Cyprus Securities and Exchange Commission. Shanda Consult has a wide range of partners in the European Union, in the Mediterranean and in the Middle East, and offers an integrated range of business and advisory services designed to facilitate cross-border industrial investments, and to improve competitiveness and performance. From December 1999 to February 2006, Mr. Nolte was the managing director of the European Business Bank Ltd. In Cyprus, an investment bank with activities primarily in the Middle East, South East Asia and the Far East. He has served as the president of the Cyprus Germany Business Association since June 2016, and as a member of the board of the Cyprus Kuwait Business Association since May 2015. Since 1984, Mr. Nolte built up his practical experience in business, investment consultancy and project management in many countries including Turkey, Morocco, Malta, Iran, Dubai, Singapore, Hong Kong, Taiwan and China. During his years in Turkey, Mr. Nolte established the Izmir Branch of the Turkish Foundation for Medium Size Enterprises (TOSYÖV), and he acted as its general coordinator from 1993 to 1995. Mr. Nolte obtained a finance degree from the University of Istanbul in 1988.
Alexander Schinzing is our Company Secretary and may be deemed to be a promoter of the Company. Mr. Schinzing is the managing director of Celtic Asset & Equity Partners, Ltd. (“Celtic”), which is a co-sponsor of Financial Strategies Acquisition Corp. Alexander and his firm, Celtic, have been involved in the preparation of several publicly traded special purpose acquisition companies (“SPACs”). Additionally, he has been a member of the Institute of Directors in Ireland since August 2019. From November 2009 until June 2019, he was a managing consultant at The Tax Saving Corporation where he focused on the strategic development of companies, defining new business structures, analysis of tax structures, relocation of existing companies and incorporation of new companies. From November 2016 until October 2018, he also served as Vice-Chairman of the R.O.M AG supervisory board. Earlier in his career, Mr. Schinzing worked at KPMG Consulting AG in 2000 prior to working for Westlaw, a subsidiary of Thomson Reuters, in 2004. Mr. Schinzing received his law degree from the Georg-August-University in 1999.
Greg Gaylor may be deemed to be a promoter of the Company. Mr. Gaylor is a serial entrepreneur, and an international business consultant in mergers and acquisitions for Celtic. He has served in this capacity with Celtic since 2017. Mr. Gaylor has more than 37 years of experience in corporate finance and the U.S. capital markets. Mr. Gaylor has consulted on the origination and successful initial public offerings of three SPACs and mergers involving two SPACs, and has cofounded or sponsored three public companies on Nasdaq
since 1996. In April 1999, Mr. Gaylor was convicted of theft by misapplication of funds involving a real estate partnership for which Mr. Gaylor served as the general partner from 1987-1990. Mr. Gaylor maintained his actual innocence in the matter. Mr. Gaylor graduated with honors with a degree in finance from Southern Methodist University in Dallas in May 1980.
Results of Operations and Known Trends or Future Events
We did not commence operations until after the closing of our Initial Public Offering in December 2021, and we have not engaged in any significant operations, nor generated any operating revenues to date. We will not generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We have incurred and we expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates. For the three and six months ended June 30, 2022, we had operating losses of $397,292 and $880,720, respectively, for each period consisting mainly of legal and consulting fees, franchise tax provisions, directors and officers liability insurance premiums and administrative expenses. Such operating losses have been offset by interest earned on marketable securities held in the trust account of $128,350 and $137,275, respectively, and by a reduction of the derivative warrant liability of $925,135 and $8,458,021, respectively, triggered by the shift of the public warrants from Level 3 classification to Level 1 classification.
Liquidity and Capital Resources
As indicated in the accompanying unaudited condensed financial statements, at June 30, 2022, we had $1,433 in cash. We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Even though on August 17, 2022, we raised additional funds for our working capital needs, we cannot assure you that our efforts to raise further capital if needed or to complete our initial business combination will be successful.
Prior to the consummation of the Initial Public Offering, our liquidity needs were satisfied through a capital contribution from our initial stockholders of $25,000 for founder shares and loans of $450,000, comprised of a $200,000 unsecured promissory note from our co-sponsor, FSC Sponsor LLC, of which $200,000 has been drawn upon, and a convertible loan of $250,000 from an investor in FSC Sponsor LLC under an unsecured promissory note, of which $250,000 has been drawn upon.
Net proceeds from (i) the sale of the units in our Initial Public Offering, after deducting offering expenses of approximately $811,403 ($332,315 of which have been prepaid with the proceeds from the promissory notes) and underwriting discounts and commissions of $2,501,250, (ii) the private sale of the private placement units for a purchase price of $10.00 and (iii) the sale of representative shares to the Underwriters were $102,122,900. Of this amount, $101,050,500 is being held in the trust account. After payment of $661,028 for directors and officers liability insurance, the remaining amount of $411,372 was released to the Company’s current account. The proceeds held in the trust account have been or will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. We may withdraw interest to pay franchise and income taxes and up to $100,000 in dissolution expenses. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of our Initial Public Offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, and which we may pay from funds from the Initial Public Offering and the Private Placement held outside of the trust account or from interest earned on the funds held in our trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2022, we held $1,433 outside the trust account. On August 17, 2022, we raised additional funds in the amount of $200,000 pursuant to the Securities Purchase Agreement. We expect to use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses
or their representatives or owners, review corporate documents and material agreements of prospective target businesses and structure, negotiate and complete an initial business combination.
As of June 30, 2022, we had working capital of $7,222. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our co-sponsors or an affiliate of our co-sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts.
In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted), at the option of the lender. The units would be identical to the private placement units. The terms of such working capital loans by our co-sponsors or their affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our officers and directors, co-sponsors or an affiliate of our co-sponsors, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Our primary liquidity requirements as of June 30, 2022 include approximately $300,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal and accounting fees related to regulatory reporting requirements; $50,000 for listing and filing fees and expenses; and approximately $50,000 for working capital that will be used for miscellaneous expenses and reserves (including taxes net of anticipated interest income).
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds held outside the trust account to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
We cannot exclude the possibility that we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private placement units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
As of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
We account for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as shareholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022, 10,005,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the accompanying balance sheet.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures that are designed with the objective of ensuring that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported within the time period specified in the Securities and Exchange Commission (“SEC”) rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, under the supervision and with the participation of our current principal executive officer and our current principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of June 30, 2022, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding currently pending against us, any of our management team in their capacity as such or against any of our property, and we and our management team have not been subject to any such proceeding.
Item 1A. Risk Factors
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.
On March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.
Other than above, there have been no material changes to the risk factors as identified in our Annual Report on Form 10-K, filed on March 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Use of Proceeds from the Initial Public Offering
On December 14, 2021, we consummated our Initial Public Offering of 10,005,000 units, which amount included the exercise in full of the underwriters’ option to purchase an additional 1,305,000 units to cover over-allotments. Each public unit consisted of one share of Class A common stock of the Company, $0.0001 par value per share, one redeemable warrant, with each public warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, and one public right, with each public right entitling the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon our consummation of an initial business combination. The units were sold at a price of $10.00 per unit, and the Initial Public Offering generated gross proceeds of $100,050,000. I-Bankers acted as the sole book-running manager of the Initial Public Offering. The units sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-260434). The SEC declared the registration statement effective on December 9, 2021.
Simultaneously with the consummation of the Initial Public Offering and the full exercise of the overallotment option, we sold 504,950 private placement units at a price of $10.00 per private placement unit to our co-sponsors, anchor investors and I-Bankers in the Private Placement, generating gross proceeds of $5,049,500. Each private placement unit consists of one private placement share, one redeemable private placement warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and one private placement right to receive one-tenth (1/10) of one share of common stock upon the consummation by the Company of an initial business combination. The private placement warrants are substantially similar to the public warrants, except that the private placement warrants, so long as they are held by our co-sponsors, initial stockholders or their permitted transferees, (i) will not be redeemable by us, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The private placement units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transactions did not involve a public offering.
The net proceeds from the Initial Public Offering, together with certain of the proceeds from the Private Placement, $101,050,500 in the aggregate, were placed in the trust account. Except for the withdrawal from interest earned the proceeds in the trust account to fund taxes payable and up to $100,000 to pay dissolution expenses, or upon the redemption by public stockholders of common stock in connection with certain amendments to our amended and restated certificate of incorporation, none of the funds held in the trust account will be released until the earlier of the completion of our initial business combination or the redemption of 100% of the public shares and issued by us in the Initial Public Offering if we are unable to consummate an initial business combination within 12 months (or, if extended by resolution of our board of directors, up to 18 months) from the closing of the Initial Public Offering. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
We will likely use substantially all of the net proceeds of the Initial Public Offering and the Private Placement, including the funds held in the trust account, in connection with our initial business combination and to pay our expenses relating thereto, including a fee equal to 3.5% of the total gross proceeds raised in the Initial Public Offering payable to I-Bankers for marketing services relating to the initial business combination (the “Marketing Fee”), payable upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the proceeds held in the trust account which are not used to consummate a business combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions.
We paid a total of $2,501,250 in underwriting discounts and commissions and $811,403 for other costs and expenses relating to the Initial Public Offering. Upon the consummation of our initial business combination we will pay I-Bankers the Marketing Fee of $3,501,750.
Item 3. Defaults upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
On August 17, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Greg Gaylor, as trustee of the William C Gaylor and Dorothy J Gaylor Rev. Trust (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Company sold to the Purchaser, for an aggregate purchase price of $200,000, a promissory note in the aggregate principal amount of $200,000 (the “Note”), 20,000 shares of Class A common stock (the “Shares”) and warrants to purchase 2,000 shares of Class A common stock (the “Placement Warrants”), and the Purchaser committed to purchase upon the same terms at the request of the Company up to $150,000 of additional securities, consisting of an additional promissory note in the aggregate principal amount of up to $150,000, an additional 15,000 shares of Class A common stock and warrants to purchase up to 1,500 shares of Class A common stock. Mr. Gaylor may be deemed to be a promoter of the Company.
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. The Placement Warrants are identical to the Company’s publicly trading warrants except that the Placement Warrants, so long as they are held by the Purchaser or its permitted transferees, (i) will not be redeemable by us, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. In connection with the Securities Purchase Agreement, the Purchaser entered into a letter agreement with the Company (the “Letter Agreement”) pursuant to which the Purchaser has agreed, among other things: (i) to waive any redemption rights with respect the Shares in connection with the consummation of a business combination or a stockholder vote to approve the same or amend the Company’s charter, (ii) to waive any rights to liquidating distributions from the trust account with respect to the Shares, (iii) not to transfer any Shares or Private Warrants until 30 days after the completion of a business combination, and (iv) to vote any shares of the Company held by him in favor of an initial business combination.
The sale of the Shares and Placement Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Shares and Placement Warrants and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the Purchaser that the Purchaser is an accredited investor as defined in Regulation D under the Securities Act.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Financial Strategies Acquisition Corp.
Date: August 17, 2022
/s/ Timo Vainionpää
Name: Timo Vainionpää
Title: Interim Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
/s/ Horst Rzepka
Name: Horst Rzepka
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
SECURITIES PURCHASE AGREEMENT