SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Schinzing Alexander V

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2021

3. Issuer Name and Ticker or Trading Symbol
Financial Strategies Acquisition Corp. [ FXCOU ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	775,000	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	416,212	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	375,000	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	85,038	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Schinzing Alexander V

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FSC Sponsor LLC

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Celtic Asset & Equity Partners, Ltd.

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Caliente Management L.L.C.

(Last)

(First)

(Middle)

C/O FINANCIAL STRATEGIES ACQUISITION

CORP., 2626 COLE AVENUE, SUITE 300

(Street)

DALLAS

75204

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

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

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

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

5. Represents shares directly beneficially owned by FSC Sponsor. Includes 101,087 shares which are subject to forfeiture in the event that the underwriters of the Issuer's initial public offering do not exercise their overallotment option in full.

6. Represents shares directly beneficially owned by Celtic A&E. Includes 109,071 shares which are subject to forfeiture in the event that the underwriters of the Issuer's initial public offering do not exercise their overallotment option in full.

7. Represents shares directly beneficially owned by Caliente. Includes 48,913 shares which are subject to forfeiture in the event that the underwriters of the Issuer's initial public offering do not exercise their overallotment option in full.

8. Represents shares directly beneficially owned by Celtic Sponsor VII. Includes 26,087 shares which are subject to forfeiture in the event that the underwriters of the Issuer's initial public offering do not exercise their overallotment option in full.

9. Represents shares directed beneficially owned by Frio. Includes 11,092 shares which are subject to forfeiture in the event that the underwriters of the Issuer's initial public offering do not exercise their overallotment option in full.

	/s/ Alexander V. Schinzing	12/09/2021
	Celtic Asset & Equity Partners, Ltd.; By: /s/ Alexander V. Schinzing, its managing member	12/09/2021
	FSC Sponsor LLC; By: /s/ Alexander V. Schinzing, its managing member	12/09/2021
	Caliente Management L.L.C.; By: FSC Sponsor LLC, its managing member; By: /s/ Alexander V. Schinzing, its managing member	12/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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