Financial Strategies Acquisition Corp. *
The below-announced combination was terminated. It will remain on the page for reference purposes only.
PROPOSED BUSINESS COMBINATION: Austin Biosciences Corp
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: ASTN
Financial Strategies Acquisition Corp proposes to combine with Austin Biosciences Corp
Austin Biosciences is a Texas-based pharmaceutical company, improving the potency and safety of existing FDA approved pharmaceutical products used for treatment of various cancers, including breast, lung, prostate, gastric, head and neck, and ovarian cancer. Their advanced R&D facilities in Texas foster a prime environment for scientists to create cutting-edge treatments. The Company expects to initiate a Phase 1 trial for its leading candidate Austin Biosciences-1103 in Q1, 2024 or earlier. Pre-clinical development is also underway for multiple product candidates in their pipeline.
LIQUIDATION – 6/17/24
- The SPAC’s last day of trading of its Class A ordinary shares was June 17, 2024.
- The per-share redemption price was $10.748
TRANSACTION
- Under the terms of the proposed transaction, Austin Biosciences’s shareholders will receive an aggregate of 12.5 million shares of FXCO’s Class A common stock in exchange for all of the capital stock of Austin Biosciences, with the valuation and allocation of shares subject to a fairness opinion and adjustment upon closing and as contemplated by the terms of the business combination agreement.
- Assuming that no FXCO shareholders elect to redeem their shares, the market capitalization of the combined companies will be approximately $166.3 million.
- Financial Strategies Acquisition Corp. estimates that the current shareholders of Austin Biosciences will own approximately 75% of the issued and outstanding shares of the combined companies at closing.
- The transaction is expected to close in the second quarter of 2023.
SPAC FUNDING
- Documents have not been filed at this time.
EARNOUT
- Documents have not been filed at this time.
LOCK-UP
Company and Sponsor
- Twelve months after the Closing.
NOTABLE CONDITIONS TO CLOSING
- The Company’s initial listing application with The Nasdaq Stock Market (“Nasdaq”), Nasdaq Capital Market, in connection with the Business Combination has been approved and, immediately following the effective time of the Business Combination, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq, and the Company has not received any notice of non-compliance therewith that has not been cured or would not be cured, and the shares of the Company’s Class A Common Stock have been approved for listing on Nasdaq;
NOTABLE CONDITIONS TO TERMINATION
- By written notice by Austin or the Company if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by December 31, 2024 (the “Outside Date”)
- Provided, that, if Company seeks and obtains an Extension, Company shall have the right, with the prior written consent of Austin, to extend the Outside Date for an additional period equal to the shortest of (i) three (3) additional months, (ii) the period ending on the last date for the Company to consummate its Business Combination pursuant to such Extension.
ADVISORS
- Advisors were not listed in the Press Release
EXTENSION – 12/13/22 – LINK
- Financial Strategies Acquisition Corp. announced that at a special meeting of its stockholders held on December 9, 2022, the Company’s stockholders voted in favor of a proposal to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from December 14, 2022 to January 14, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to 11 times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by one or both of FSC Sponsor LLC and Celtic Sponsor VII LLC, the Company’s co-sponsors, subject to the deposit by one or both of the Co-Sponsors or one or more of their respective affiliates, members or third-party designees of the lesser of:
- (a) $50,000 and
- (b) $0.05 for each share of the Company’s Class A common stock not redeemed in connection with the special meeting per monthly extension into the Company’s trust account.
- At the special meeting, the Company’s stockholders also voted in favor of a proposal to effect a corresponding amendment to the Investment Management Trust Agreement, by and among the Company and Continental Stock Transfer & Trust Co., to extend the Termination Date.
- Prior to the special meeting, the Company committed that notwithstanding the requirement to only pay $0.05 per share if the aggregate amount of such payment would be less than $50,000, it:
- (i) would only effect such amendment upon the deposit of $50,000 into the Trust Account and
- (ii) would not elect any subsequent one-month extension of the Termination Date under such amendment unless $50,000 is deposited into the Trust Account for each such extension.
- In connection therewith, on December 9, 2022, the Company issued an unsecured promissory note to Temmelig Investor LLC, an affiliate of the Co-Sponsors, with a principal amount equal to $600,000.
- The promissory note bears no interest and is convertible at the option of the Lender upon the consummation of an initial business combination into private units of the Company (each, a “Private Unit”), each Private Unit consisting of one share of the Company’s Class A common stock, one warrant to purchase one share of the Company’s Class A common stock and one right to receive one-tenth of one share of the Company’s Class A common stock upon the consummation of an initial business combination, at a conversion price of $10.00 per Private Unit.
- On December 9, 2022, the Co-Sponsors notified the Company of their intent to extend the Termination Date and the Lender deposited into the Trust Account an aggregate of $50,000 (representing approximately $0.081 per share of Class A common stock issued in the Company’s initial public offering that has not been redeemed), in connection with the amendment of the Company’s Certificate of incorporation and the extension of the period of time the Company has to complete an initial business combination for an additional 1 month period, from December 14, 2022 to the Charter Extension Date.
- The holders of 9,387,982 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $95,484,415.86.
- Following such redemptions, approximately $6,275,640.84 will remain in trust and 617,018 Public Shares will remain issued and outstanding.
MANAGEMENT & BOARD
Executive Officers
Jamie Khurshid, 45 [Resigned 2/1/22]
Chief Executive Officer, Director
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. Cinnober Financial Technology was a global provider of financial technology, primarily to exchanges and clearinghouses, that was acquired by Nasdaq in January 2019. 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, a London based financial information services group, for the creation of Markit “Boat” 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. Turquoise operates a Multilateral Trading Facility (MTF) majority owned by London Stock Exchange Group in partnership with the user community. With a single connection, members can trade shares, depository receipts, ETFs, and European Rights Issues of 19 European countries with an Open Access model (supporting interoperability and preferred clearing models) that allows members to choose among 4 CCPs to clear these trades. Members include banks, brokers, specialist trading firms and retail intermediaries. 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. Mr. Khurshid was selected by the Financial News in London as one of the top 40 under 40 in European trading and technology (2014) and ranked in the ‘Exchange invest’ Top 1000 most influential people in global financial markets. 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. Digital RFQ offers over-the-counter OTC trading services with access to large liquidity pools, trading for single or multiple currencies. This secure exchange platform, backed by proprietary technology, delivers counterparties institutional-grade access to digital asset markets globally. DRFQ has become an industry benchmark for security, transparency and know your customer, anti-money-laundering compliance. Mr. Khurshid graduated from the University of Reading (United Kingdom) with a B.S. in Environmental Science with honors in 1997.
Horst Rzepka, 54
Chief Financial Officer, Director
Horst Rzepka has held numerous senior finance positions in his twenty-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 Switzerland based Sunrise Communications, A.G., Lebara Mobile GmbH, TelCommunication Services, A.G. (formerly Tele2) and COLT Telecom, A.G. He was a co-founder and the CFO of Ortel Mobile Switzerland GmbH from November 2012 until the company was acquired by Sunrise Communications, A.G., the second largest Swiss telecom provider, in June 2013. He subsequently served as Director of Finance for Sunrise, and as CFO of YOL Communications GmbH and YOL Services, A.G., subsidiaries of Sunrise 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, more recently as a financial consultant for SME’s, startups and boutique business ventures, he has been operating in a wider 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.
Alexander Schinzing, 50 [Appointed 1/31/23]
Chief Executive Officer, Director
Mr. Schinzing, 50, is the managing member of Celtic Asset & Equity Partners, Ltd. (“Celtic”), which is an affiliate of one of the Company’s co-sponsors, Celtic Sponsor VII LLC (“Celtic Sponsor VII”). Mr. Schinzing and Celtic have been involved in the preparation of several publicly traded special purpose acquisition companies. 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 served as Vice-Chairman of the R.O.M AG supervisory board, and from November 2018 until November 2020, he served on the Equinox Worldwide 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 of Göttingen in 1999. In addition to serving as managing member of Celtic, Mr. Schinzing serves as manager of Celtic Sponsor VII and Temmelig Investor LLC (“Temmelig”) and managing member of FSC Sponsor LLC, the Company’s other co-sponsor (“FSC Sponsor”), and FSC Sponsor serves as managing member of Frio Investments L.L.C. (“Frio”) and Caliente Management, LLC (“Caliente,” and, collectively with FSC Sponsor, Celtic, Celtic Sponsor VII and Frio, the “Sponsor Entities”)
Board of Directors
Timo Vainionpää, 59 [Appointed 6/8/22] [Resigned 1/31/23]
Interim Chairman, Chief Executive Officer, and Independent Director
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 A”) 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.
Jeffrey Peel, 59 [Resigned 6/3/22]
Chairman, Independent Director, Chief Executive Officer
Jeffrey Peel has extensive international experience in technology markets – with a strong focus on software for financial markets. He has run his own advisory firm (Quadriga Consulting Ltd) since January 2002 and has worked with dozens of technology firms on growth, market expansion and channel development. He has undertaken several interim roles for early to mid-stage technology vendors. His most recent interim role (from December 2017 until December 2020) was as software sector specialist for the UK government’s Department for International Trade (DIT) – where he worked with dozens of software firms investing in the UK market and developing R&D centers there. He was the only software specialist for the USA, Australia and New Zealand markets and helped secure hundreds of £millions of foreign direct investment. At DIT, Jeff was the subject matter expert on blockchain technology and developed close working relationships with companies developing blockchain enabled decentralized systems – for use in several vertical markets such as banking, commercial real estate, energy brokering, and rare earth element provenance. From August 2014 until February 2015, Jeff has also completed interim assignments with PwC (where he helped launch PwC’s MyFinancepartner ‘digital accounting’ platform for mid-market firms) and Aepona, the telecoms-software firm (acquired by Intel) that revolutionized API-enabled application development for carrier networks. He also authored a book on Customer Relationship Management (Butterworth Heinemann). Prior to starting his own firm , Jeff was CMO for Amacis, a CRM software firm (now part of Oracle), from December 2002 until December 2002. He was also Head of Marketing Strategy at UK based BICC Data Networks – acquired by NYSE-quoted 3Com from January 1989 until November 1992. Jeff has a degree in Economics and post-graduate qualifications in commercial law and marketing research. Mr. Peel has over 30 years of corporate finance experience.
Stefan Nolte, 59
Independent Director
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.
Daniel Minkowitz, 43 [Appointed 6/8/22]
Independent Director
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.
James Needham, 44 [Resigned 6/8/22]
Independent Director
Mr. Needham is currently head of strategy for the MERJ Exchange, Ltd. (Seychelles), where he has served since March 2019. MERJ is a technology led operator of digital market infrastructure comprising exchange, clearing system and securities depository. During his time at MERJ, the company has successfully completed the world’s first digital IPO and been recognized as one of the fastest growing stock exchanges in both 2019 and 2020. Prior to joining MERJ, Mr. Needham spent over fifteen years working in both primary and secondary capital markets in London. During this time, the industry leading teams he established were responsible for originating and executing over $35 billion in equity derivative business. The early years of his career were shaped in the investment banking divisions of Morgan Stanley Dean Witter and Dresdner Kleinwort Wasserstein where he primarily focused on equity and equity linked capital markets. In 2017 he began studying blockchain technology, in particular asset tokenization, and in May 2018 he participated in the first cohort of the Blockchain Strategy Programme developed by the University of Oxford, Said Business School. He is a co-founder of the Oxford Blockchain Foundation (OXBC), a student led organization for the acceleration of projects developed by alumni. He brings a significant network of operators, founders and investors from financial markets and the technology sector. Mr. Needham graduated with an L.L.B. (Honors, Law) from the University of Durham in the United Kingdom in 1999.
