FinServ Acquisition Corp. II filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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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.
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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) |
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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/ Steven Handwerker | ||
| Name: | Steven Handwerker | ||
| Title: | Chief Financial Officer | ||
| Dated: February 24, 2023 | |||
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