Exhibit 10.1


 





THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.





 


PROMISSORY NOTE


 


	
    Principal Amount: Up to $600,000
	Dated as of December 9, 2022


 


Financial Strategies Acquisition Corp., a special
purpose acquisition company incorporated as a Delaware corporation (the “Maker”), promises to pay to the order
of Temmelig Investor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of up to $600,000 in lawful money of the United States of
America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately
available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice
in accordance with the provisions of this Note.


 


1. Principal. The principal balance
of this Note shall be due and payable by the Maker, subject to Section 12 below, upon the earlier of (a) the consummation by
the Maker of an initial business combination (a “Business Combination”) and (b) the date of the liquidation
of the Maker (such date, the “Maturity Date”). The Payee understands that if a Business Combination is not consummated,
this Note will be repaid solely to the extent that the Maker has funds available to it outside of the Maker’s trust account (the
 “Trust Account”) established in connection with its initial public offering (the “IPO”),
and that all other amounts will be forfeited, eliminated or otherwise forgiven. Upon the consummation of a Business Combination, the Payee,
by providing written notice to Maker, may elect to convert any portion or all of the amount outstanding under this Note into private units
of the Maker (each, a “Private Unit”), each Private Unit consisting of one share of Class A common stock
of the Maker, one warrant to purchase one share of Class A common stock of the Maker and one right to receive one-tenth of one share
of Class A common stock of the Maker upon the consummation of a Business Combination, at a conversion price of $10.00 per Private
Unit. Such Private Units shall be identical to the private placement units issued to the Payee at the time of the Maker’s IPO.


 


2. Interest. No interest shall accrue
on the unpaid principal balance of this Note.


 


3. Drawdown Requests. The Payee will
fund up to $600,000 into the Trust Account, such amounts to be for the benefit of the
holders of the Maker’s unredeemed shares of Class A common stock upon redemption or liquidation of the Maker in accordance
with the Maker’s amended and restated certificate of incorporation, as amended. The principal of this Note may be drawn down from
time to time in up to 12 equal amounts of $50,000 per draw, beginning on the date hereof, up until the Maturity Date, upon written request
from the Maker to the Payee (each, a “Drawdown Request”). The Payee, in its sole discretion, shall fund each
Drawdown Request via a wire transfer directly to the Trust Account within two (2) business days after the receipt of such Drawdown
Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed $600,000.
Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests. Except as set forth herein, no fees,
payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.


 


4. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including, without limitation,
reasonable attorneys’ fees, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.


 


5. Events of Default. The following
shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make
Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the Maturity Date.


 






     


     


    

 


(b) Voluntary Bankruptcy,
Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.


 


6. Remedies.


 


(a) Upon the occurrence
of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to
be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence
of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the
Payee.


 


7. Waivers. The Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,
and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by the Payee.


 


8. Unconditional Liability. The Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to
any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to the Maker or affecting the Maker’s liability hereunder.


 


9. Notices. All notices, statements
or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent
by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (b) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


10. Construction. THIS NOTE SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 






     


     


    

 


11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby agrees not to make any Claim against
the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with
or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity
or any other theory of legal liability. To the extent the Payee commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief
against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account
and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust
Account (including any distributions therefrom) or any amounts contained therein.


 


13. Amendment; Waiver. Any
amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14. Assignment. No assignment
or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the
prior written consent of the Payee and any attempted assignment without the required consent shall be void.


 


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Signature page follows.]


 






     


     


    

 


IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.


 


	 	Financial Strategies Acquisition Corp.
	 	 	 
	 	By:	/s/ Timo Vainionpää
	 	 	Name: 	Timo Vainionpää
	 	 	Title:	Interim Chief Executive Officer 


 


[Signature
Page – Promissory Note]