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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