FINSERV ACQUISITION CORP. II UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 30, 2023
FINSERV ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | 001-40076 | 85-4030806 | ||
|
(State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY10105
(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 Symbol(s) | 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 NasdaqStock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | FSRX | The NasdaqStock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | FSRXW | The NasdaqStock 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 3.02 Unregistered Sales of Equity Securities.
On January 30, 2023, FinServ Acquisition Corp. II (the "Company") issued an aggregate of 7,499,999 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") to FinServ Holdings II LLC, the sponsor of the Company and the holder of the Company's Class B common stock (the "Sponsor"), par value $0.0001 per share ("Class B Common Stock") upon the conversion of an equal number of shares of Class B Common Stock (the "Conversion"). The 7,499,999 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Following the Conversion, there were 38,299,999 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As a result of the Conversion, the Sponsor holds 21.7% of the Company's outstanding Class A Common Stock.
The issuance of the shares of Class A Common Stock upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.
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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.
| FINSERV ACQUISITION CORP. II | |||
| By: | /s/ Lee Einbinder | ||
| Name: | Lee Einbinder | ||
| Title: | Chief Executive Officer | ||
| Dated: January 31, 2023 |
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FinServ Acquisition II Corp. published this content on 31 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2023 21:57:09 UTC.
