UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~November 1828, 2023 (November 21, 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)		(I.R.S. Employer Identification No.)

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY

10105

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (~~908~~929) ~~391~~ 529-~~1288~~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 to 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 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs previously reported, on August 2218, 2023, the stockholders of FinServ Acquisition Corp. II, ~~a Delaware corporation~~ (the “Company”), ~~issued~~approved an aamendment ~~promissory~~to ~~note (~~the ~~“Working~~Company’s ~~Capital~~Amended ~~Note”) in~~and ~~the~~Restated ~~aggregate~~Certificate ~~principal amount~~ of upIncorporation to(as ~~$400,000~~amended toand ~~the~~currently ~~Company’s~~in ~~sponsor~~effect, ~~FinServ Holdings II, LLC (~~the “~~Sponsor~~Charter”) ~~pursuant~~ to extend the deadline by which the ~~Sponsor~~Company ~~agreed~~must tocomplete ~~loan~~a tomerger, capital ~~the~~stock ~~Company~~exchange, upasset toacquisition, ~~$400~~stock purchase,~~000~~ ~~for~~reorganization ~~working~~or ~~capital~~similar ~~expenses.~~business ~~The~~combination ~~Working~~with ~~Capital~~one ~~Note~~or ~~bears~~more businesses no(a ~~interest~~“Business ~~and~~Combination”) isfrom ~~repayable~~August in22, ~~full~~2023 ~~upon~~to ~~the~~February ~~earlier~~22, of2024 (a)or ~~the~~such earlier date ofas ~~the~~determined ~~consummation~~by ofthe anCompany’s ~~initial~~board ~~business~~of ~~combination~~directors (the “~~Business Combination~~Board”)) ~~and~~ (b)such ~~the~~ date, of the ~~Company’s liquidation~~“Extended Date”).

~~The~~On November ~~issuance~~21, 2023, the Board determined that the Company will be unable to consummate a Business Combination by the Extended Date. Consequently, the Board has determined the Company will, as of November 22, 2023, (i) cease all operations except for the ~~Working~~purpose of winding ~~Capital~~up ~~Note~~as ~~was~~soon ~~made~~as ~~pursuant~~practicable, to(ii) as promptly as reasonably possible redeem the ~~exemption~~shares ~~from~~of ~~registration~~Class ~~contained~~A common stock (the “Public Shares”) that were included in ~~Section~~the 4units issued in the Company’s initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”) including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (2less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the ~~Securities~~right ~~Act~~to ofreceive further ~~1933~~liquidating distributions, if any), subject to applicable law (the “Redemption”), and (iii) as ~~amended~~promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining stockholders, liquidate the funds held in the Trust Account (the “Liquidation”) and dissolve the Company (the “Dissolution”), subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. FinServ Holdings II, LLC, the Company’s sponsor, has agreed to waive its redemption rights with respect to the shares of Class B common stock of the Company issued prior to the IPO, including shares of the Company’s Class A common stock issued upon conversion of the Class B common stock.

~~The~~In ~~foregoing~~order ~~description~~to provide for the disbursement of funds from the ~~Working~~Trust ~~Capital~~Account, ~~Note~~the ~~does~~Company ~~not~~has ~~purport~~instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to betake ~~complete~~all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and isnet ~~qualified~~of taxes payable, will be held in ~~its~~a ~~entirety~~trust byoperating ~~reference~~account while awaiting disbursement to the ~~full~~holders ~~text~~of the Public Shares. The Company expects to redeem all of the ~~Working~~outstanding Public Shares for an estimated redemption ~~Capital~~price ~~Note~~of approximately $10.34 per share (the “Redemption Amount”) after the payment of up to $100,000 aof ~~copy~~dissolution expenses and the payment of ~~which~~taxes. isAll ~~filed~~other costs and expenses associated with ~~this~~implementing ~~Current~~the ~~Report~~Dissolution onwill ~~Form~~be ~~8-K~~funded asfrom proceeds ~~Exhibit~~held 10outside of the Trust Account.1 ~~and~~Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is ~~incorporated~~expected ~~herein~~to be paid out by ~~reference~~December 8, 2023.

~~Item~~The Company ~~2.03.~~expects ~~Creation~~that ofthe Nasdaq Stock Market LLC will file a ~~Direct~~Form ~~Financial~~25 ~~Obligation~~with orthe anUnited ~~Obligation~~States ~~Under~~Securities anand ~~Off-balance~~Exchange ~~Sheet~~Commission ~~Arrangement~~(the “Commission”) to delist the Company’s securities after the last day of trading on December 7, 2023. The Company thereafter intends to file a ~~Registrant~~Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~The~~On November ~~disclosure~~28, ~~contained in~~2023, ~~Item~~the ~~1.01~~Company ofissued ~~this~~a ~~Current~~press ~~Report~~release onannouncing ~~Form~~the ~~8-K~~Redemption, Liquidation and Dissolution. A copy of the press release is ~~incorporated~~attached byas ~~reference~~Exhibit 99.1 inand ~~this~~incorporated ~~Item~~herein 2by reference.~~03.~~

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

On August 18, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved (1) an amendment to the Company’s amended and restated certificate of incorporation, as amended on February 21, 2023 (the “Charter”), to extend the date by which the Company must consummate its Business Combination from August 22, 2023 to February 22, 2024 (or such earlier date as determined by the Board) (the “Extension Amendment”); and (2) an amendment to the Charter to eliminate from the Charter the limitation that the Company will only redeem the Public Shares so long as (after such redemption), the Company’s net tangible assets, or of any entity that succeeds to the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the Business Combination (the “Redemption Limitation Amendment” and, together with the Extension Amendment, the “Charter Amendments”). The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on August 18, 2023. The Company filed the Redemption Limitation Amendment with the Secretary of State of the State of Delaware on August 23, 2023.

The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Extension Amendment and the Redemption Limitation Amendment, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Meeting, an aggregate of 13,259,003 shares of the Company’s common stock, which represents a quorum of the outstanding shares of common stock entitled to vote as of the record date of July 19, 2023, were represented in person or by proxy at the Meeting.

At the Meeting, the Company’s stockholders voted on the following proposals, each of which was approved:

(1) The Extension Amendment Proposal – a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from August 22, 2023 to February 22, 2024 (or such earlier date as determined by the Board). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

FOR		AGAINST		ABSTAIN
10,260,688		2,748,130		0

(2) Redemption Limitation Amendment Proposal – a proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company will only redeem the Public Shares so long as (after such redemption), the Company’s net tangible assets, or of any entity that succeeds to the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

FOR		AGAINST		ABSTAIN
10,260,688		2,748,130		0

In connection with the Meeting, stockholders holding 3,920,848 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $40,298,391 (approximately $10.28 per Public Share) will be removed from the Trust Account to pay such holders and approximately $10,670,135 will remain in the Trust Account. Following redemptions, the Company has 9,338,155 shares of Class A common stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits~~. The following exhibits are filed with this Form 8-K:~~

Exhibit No.		Description ~~of Exhibits~~
3.1		Second Amendment to Amended and Restated Certificate of Incorporation.
99.1		Press Release, dated November 28, 2023.
3.2		Third Amendment to Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1		Promissory Note issued to FinServ Holdings II, LLC, dated August 22, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

Dated: November 28, 2023

4FinServ Acquisition Corp. II By: /s/ Lee Einbinder Name: Lee Einbinder Title: Chief Executive Officer

Filing Compare · Finserv Acquisition Corp. II