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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FINSERV ACQUISITION CORP. II 
