UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2022
FINANCIAL STRATEGIES ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41133 | | 85-1792560 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2626 Cole Avenue, Suite 300
Dallas, Texas
75204
(Address of principal executive offices)
Registrant’s telephone number, including area code: (972) 560-4815
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Class A Common Stock, par value $0.0001 per share | | FXCO | | The Nasdaq Stock Market LLC |
| Warrants to acquire one share of Class A Common Stock | | FXCOW | | The Nasdaq Stock Market LLC |
| Rights to acquire one-tenth of one share of Class A Common Stock | | FXCOR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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.
Item 4.01 Changes in Registrant’s Certifying Accountant.
Independent Registered Public Accounting Firm Declines to Stand for Re-Engagement
On November 18, 2022, Financial Strategies Acquisition Corp. (the “Company”) received notice that Grant Thornton LLP (“Grant Thornton”) has declined to stand for re-engagement as its independent registered public accounting firm for the year-end audit for the fiscal year ending December 31, 2022.
Grant Thornton’s reports on the Company’s financial statements from July 1, 2020 (inception) through December 31, 2020 and the fiscal year ended December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph in the report on the Company’s financial statements from July 1, 2020 (inception) through December 31, 2020 indicating substantial doubt as to our ability to continue as a growing concern.
During the period from July 1, 2020 (inception) through December 31, 2020, the fiscal year ended December 31, 2021, and the subsequent interim period through November 18, 2022, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods. Also during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Grant Thornton with a copy of the above disclosures and requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Grant Thornton’s letter, dated December 12, 2022, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of New Independent Registered Public Accounting Firm
On December 8, 2022, the Company engaged MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm, effective immediately. During the period from July 1, 2020 (inception) through December 31, 2020, the fiscal year ended December 31, 2021 and the subsequent interim period through December 8, 2022, neither the Company nor anyone on its behalf consulted with MaloneBailey regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that MaloneBailey concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 12, 2022
| | FINANCIAL STRATEGIES ACQUISITION CORP. |
| | | |
| | By: | /s/ Horst Rzepka |
| | Name: | Horst Rzepka |
| | Title: | Chief Financial Officer |
