Item 1.01. Entry into a Material Definitive Agreement.
On February 9, 2023, FinServ Acquisition Corp. II (the "Company") and FinServ
Holdings II LLC (the "Sponsor"), the sponsor of the Company, entered into a
non-redemption agreement ("Non-Redemption Agreement") with one or more
unaffiliated third party or parties in exchange for such third party or third
parties agreeing not to redeem an aggregate of 400,000 shares of the Company
sold in its initial public offering ("Non-Redeemed Shares") in connection with
the special meeting in lieu of an annual meeting called by the Company (the
"Special Meeting") to consider and approve an extension of time for the Company
to consummate an initial business combination (the "Extension Proposal") from
February 22, 2023 to August 22, 2023 (the "Extension"). In exchange for the
foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has
agreed to transfer to such third party or third parties an aggregate of 100,000
shares of the Company held by the Sponsor immediately following consummation of
an initial business combination if they continue to hold such Non-Redeemed
Shares through the Special Meeting. In addition, the Company has agreed that, to
mitigate the current uncertainty surrounding the implementation of the Inflation
Reduction Act of 2022, funds held in the Company's trust account (the "Trust
Account"), including any interest thereon, will not be used to pay for any
excise tax liabilities with respect to any future redemptions prior to or in
connection with the Extension an initial business combination or liquidation of
the Company. It is estimated that as of February 22, 2023, the pro rata portion
of the funds available in the Trust Account for the redemption of public shares
will be approximately $10.15 per share (which may be adjusted prior to
redemptions for future deductions, tax withholdings and accrued interest).
The Non-Redemption Agreements are not expected to increase the likelihood that
the Extension Proposal is approved by Company stockholders but are expected to
increase the amount of funds that remain in the Company's Trust Account
following the Special Meeting. The foregoing summary of the Non-Redemption
Agreement does not purport to be complete and is qualified in its entirety by
reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1
and incorporated herein by reference.
Item 8.01. Other Events.
The Company has entered into a non-binding Letter of Intent with a potential
target company in the financial services sector for an initial business
combination between the Company and such potential target company (the "Proposed
Transaction").
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
filed with the Securities and Exchange Commission (the "SEC"). Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests are contained in the Proxy
Statement (defined below).
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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Additional Information
The Company has filed with the SEC definitive proxy statement for the Special
Meeting (the "Proxy Statement") to consider and vote upon the Extension and
other matters and, beginning on January 31, 2023, mailed the Proxy Statement and
other relevant documents to its stockholders as of the January 20, 2023 record
date for the Special Meeting. The Company's stockholders and other interested
persons are advised to read the Proxy Statement and any other relevant documents
that have been or will be filed with the SEC in connection with the Company's
solicitation of proxies for the Special Meeting because these documents will
contain important information about the Company, the Extension and related
matters. Stockholders may also obtain a free copy of the Proxy Statement, as
well as other relevant documents that have been or will be filed with the SEC,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to Advantage Proxy, Inc. at (877) 870-8565 (toll free) or by email at
ksmith@advantageproxy.com.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by
representatives of the Company may include, "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Statements
regarding possible business combinations and the financing thereof, and related
matters, as well as all other statements other than statements of historical
fact included in this press release are forward-looking statements. When used in
this press release, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. There can be no assurance that the Company will
enter into a definitive agreement with respect to the Proposed Transaction, or,
if entered into, there is no certainty of the terms that will be contained in
such definitive agreement or the completion of the Proposed Transaction. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the Risk Factors
section of the Company's registration statement and prospectus for the Company's
initial public offering filed with the SEC. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this
release, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Title
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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