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Washington, D.C. 20549









Date of Report (Date of earliest event reported): February 20, 2023



(Exact name of registrant as specified in its charter)


Delaware   001-40076   85-4030806
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105


(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (929) 529-7125


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
  Name of each exchange on
which registered
Units, each consisting of one share of Class A Common Stock and one-quarter of one Redeemable Warrant   FSRXU   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   FSRX   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share   FSRXW   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. 





Item 3.03 Material Modification to Rights of Security Holders.


The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On February 20, 2023, stockholders of FinServ Acquisition Corp. II (the “Company”) approved at the special meeting in lieu of the 2022 annual meeting of stockholders (the “Special Meeting”) an amendment to the amended and restated certificate of incorporation of the Company (the “Charter Amendment”) to extend the date by which the Company would be required to consummate a business combination from February 22, 2023 to August 22, 2023, or such earlier date as determined by the board of directors (the “Board”) of the Company. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 21, 2023.


A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders.


At the Company’s Special Meeting, the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment (the “Charter Amendment Proposal”); (b) a proposal to ratify the selection by the audit committee of the Board of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (the “Auditor Ratification Proposal”); and (c) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.


1. Charter Amendment Proposal


Votes For   Votes Against   Abstentions 
 25,166,282    402,169    300,100 


Accordingly, the Charter Amendment Proposal was approved.


2. Auditor Ratification Proposal


Votes For   Votes Against   Abstentions 
 25,336,806    231,600    300,145 


Accordingly, the Auditor Ratification Proposal was approved.


As there were sufficient votes at the time of the Special Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to stockholders at the Special Meeting.





Item 8.01 Other Events.


In connection with the Company’s implementation of the Charter Amendment, stockholders holding 25,040,997 shares of Class A common stock of the Company exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $254,201,239.56 (approximately $10.15 per share) will be removed from the trust account to pay such stockholders.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
3.1   Amendment to the Amended and Restated Certificate of Incorporation
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)







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.


  By: /s/ Steven Handwerker
    Name:   Steven Handwerker
    Title: Chief Financial Officer
Dated: February 24, 2023