FSRX SEC filings, in plain English
Everything Finserv Acquisition Corp. II has filed with the SEC that we hold — 40 filings, newest first, 8 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Item 8.01 — liquidation. On November 21, 2023 the board of FinServ Acquisition Corp. II determined the company will be unable to consummate a business combination by the Extended Date of February 22, 2024 approved by stockholders on August 18, 2023 — three months before that date. As of November 22, 2023 it will cease all operations except winding up, redeem the public Class A shares at the trust amount including interest not previously released for taxes, less up to $100,000 of interest for dissolution expenses, then liquidate and dissolve. Why it matters: The filing states an estimated redemption price of approximately $10.34 per share after up to $100,000 of dissolution expenses AND the payment of taxes, expected to be paid out by December 8, 2023. Warrants have no redemption or liquidating-distribution rights and will expire worthless. Sponsor FinServ Holdings II, LLC waived redemption rights on its Class B shares and on Class A shares issued on their conversion. The company expects Nasdaq to file a Form 25 to delist its securities.
- What changed vs 2023-08-14deadline 2023-08-22 → 2024-02-22
combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2023-08-222024-02-22
- Trust account
- $303.5M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as 184 days later than the previous record.
The clause …“funds to operate its business prior to the date of business combination. If a Business Combination is not consummated by February 22, 2024, and if there are no further amendments to extend the date of the Business Combination beyond”…
The clause …“267,623 642,293 Cash held in Trust Account 10,722,779 — Cash and investments held in Trust Account — 303,511,593 Total assets $ 10,990,402 $ 304,153,886 Liabilities, Redeemable Common Stock and Stockholders’ Deficit Current”…
The clause …“that potential liquidity shortfall and mandatory liquidation deadline raise substantial doubt about the Company’s ability to continue as a going concern. 6 Risks and Uncertainties Management is continuing to evaluate the impacts of”…
The clause “9,999 and 800,000 shares issued and outstanding (excluding 1,038,155 shares and 30,000,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively 830 80 Class B common stock, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Items 1.01, 2.03, 5.03 and 5.07: On August 22, 2023 FinServ Acquisition Corp. II issued a non-interest-bearing working capital note of up to $400,000 to its sponsor, FinServ Holdings II, LLC, repayable on the earlier of a business combination or liquidation. At the August 18 special meeting stockholders approved extending the business-combination date from August 22, 2023 to February 22, 2024, or earlier at the board's discretion, and eliminating the $5,000,001 net-tangible-assets Redemption Limitation. Each carried 10,260,688 for and 2,748,130 against, on a 13,259,003-share quorum. Why it matters: The redemption figures are the substance: holders of 3,920,848 public shares redeemed, taking approximately $40,298,391 — about $10.28 per public share — and leaving approximately $10,670,135 in the trust, with 9,338,155 Class A shares outstanding afterwards. Roughly 21% of the votes cast opposed both amendments, a larger dissent than most extension votes in this tier, and the eliminated net-tangible-assets floor previously capped how much of the trust could be redeemed away.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $303.5M · unchanged
- Combination deadline
- 2023-08-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
The clause …“192,014 642,293 Cash held in Trust Account 50,853,912 — Cash and investments held in Trust Account — 303,511,593 Total assets $ 51,045,926 $ 304,153,886 Liabilities, Redeemable Common Stock and Stockholders’ Deficit Current”…
The clause …“must consummate its initial Business Combination from February 22, 2023 to August 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension”). In connection with the Special Meeting,”…
The clause …“Company’s working capital. Management has determined that these factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will hold a special meeting of stockholders (the “Meeting”) on”…
The clause “9,999 and 800,000 shares issued and outstanding (excluding 4,959,003 shares and 30,000,000 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively 830 80 Class B common stock, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinServ Acquisition Corp. II set a special meeting for August 18, 2023 at 10 a.m. Eastern at the offices of Ellenoff Grossman & Schole in New York for a second extension amendment to its charter, which was already amended on February 21, 2023 after holders approved a first extension on February 20, 2023 moving the deadline from February 22, 2023 to August 22, 2023. A companion redemption limitation amendment would let it redeem public shares irrespective of the $5,000,001 NTA floor. Why it matters: Two extensions inside six months, with the second seeking to strip out the $5,000,001 net tangible asset limitation, means the vehicle is prepared to be redeemed down to almost nothing while it keeps looking. The sponsor's conversion of 7,499,999 founder shares into Class A stock in January 2023 matters for control: those shares now vote alongside the public float, and after heavy redemptions the sponsor's converted block can dominate any subsequent vote while still being excluded from trust distributions. Redemption at the pro rata trust amount remains available at this meeting.
What changed vs 2023-01-30deadline 2023-08-22 → 2024-02-22combination deadline1 moved
- Combination deadline
- 2023-08-222024-02-22
SpacBrain reads this as 184 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by February 22, 2024 or such earlier date as may be determined by the Board in its sole discretion (or, if the Office of the Delaware”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-11-14trust $301.4M → $303.5M +1%deadline 2023-02-22 → 2023-08-22
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $301.4M$303.5M
- Combination deadline
- 2023-02-222023-08-22
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $2,148,005 was added to the trust between the two filings.
The clause …“Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 303,511,593 $ 303,511,593 $ — $ — Investments in mutual funds 549,408 549,408 — — $ 304,061,001 $ 304,061,001 $ — $ — Liabilities:”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“from February 22, 2023 (which was 24 months from the closing of the IPO) to August 22, 2023 (or such earlier date as determined by our board of directors). In connection with the Extension Amendment, stockholders holding 25,040,997”…
The clause …“Company’s working capital. Management has determined that these factors raise substantial doubt about the Company’s ability to continue as a going concern. 6 Risks and Uncertainties Management is continuing to evaluate the impacts of”…
The clause “9,999 and 800,000 shares issued and outstanding (excluding 4,959,003 shares and 30,000,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022, respectively) 830 80 Class B common stock, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-03-29trust $300.0M → $303.5M +1%deadline 2023-02-22 → 2023-08-22
trust account, combination deadline, redeemable shares +22 moved · 3 with no prior record of ours
- Trust account
- $300.0M$303.5M
- Combination deadline
- 2023-02-222023-08-22
- Redeemable shares
- not previously extracted30.0M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we are focusing our search for an initial business combinati… · unchanged
SpacBrain reads this as $3,486,396 was added to the trust between the two filings.
The clause “Assets 642,293 1,376,119 Other noncurrent assets — 26,682 Cash and investments held in Trust Account 303,511,593 300,025,197 TOTAL ASSETS $ 304,153,886 $ 301,427,998 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“ability to continue as a going concern if it does not consummate its initial Business Combination before August 22, 2023. No adjustments have been made to the carrying amounts of the assets or liabilities should the Company be required”…
The clause “100,000,000 shares authorized; 800,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) at December 31, 2022 and 2021 80 80 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized;”…
The clause …“would have a right to submit their shares for redemption; ● there is substantial doubt about our ability to continue as a “going concern”; and ● the removal of $254,201,239.56 from the trust account in connection with the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinServ Acquisition Corp. II set a completely virtual special meeting in lieu of an annual meeting for February 20, 2023 at 11:00 a.m. Eastern on an extension amendment; its IPO closed February 22, 2021. On January 30, 2023 sponsor FinServ Holdings II LLC elected to convert 7,499,999 Class B shares into Class A common stock on a one-for-one basis. Based on about $304.2 million in the trust on the record date, the pro rata redemption value was about $10.14 per share before removing accrued interest for taxes, against a Nasdaq Capital Market close of $10.09 for the Class A common stock. Why it matters: The sponsor's conversion of 7,499,999 founder shares into Class A stock the same week as this proxy gives it a large voting block that sits alongside the public float while remaining excluded from trust distributions, so it can carry votes without any capital at risk in the trust. With about $304.2 million still on deposit the $10.14 floor is fully funded and five cents above the $10.09 market price, making redemption the better exit. The February 16 tender deadline is the hard cut-off.
- What changed vs 2022-08-12trust $300.4M → $301.4M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $300.4M$301.4M
- Combination deadline
- 2023-02-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $930,569 was added to the trust between the two filings.
The clause …“791,492 1,376,119 Other noncurrent assets — 26,682 Cash and investments held in Trust Account 301,363,588 300,025,197 Total assets $ 302,155,080 $ 301,427,998 Liabilities, Redeemable Common Stock and Stockholders’ Deficit Current”…
The clause …“ability to continue as a going concern if we do not consummate our initial Business Combination before February 22, 2023. 19 Administrative Services Agreement We entered into an agreement whereby, commencing on April 1, 2021 through”…
The clause …“within one year from the date of this report, management believes there is substantial doubt as to the Company’s ability to continue as a going concern if it does not consummate its initial Business Combination before February 22,”…
The clause “100,000,000 shares authorized; 800,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021 80 80 Class B common stock, $ 0.0001 par value; 10,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-05-13trust $300.1M → $300.4M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $300.1M$300.4M
- Combination deadline
- 2023-02-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $381,076 was added to the trust between the two filings.
The clause …“677,782 1,376,119 Other noncurrent assets — 26,682 Cash and Investments held in Trust Account 300,433,019 300,025,197 Total assets $ 301,110,801 $ 301,427,998 Liabilities, Redeemable Common Stock and Stockholders’ Deficit Current”…
The clause …“ability to continue as a going concern if it does not consummate its initial Business Combination before February 22, 2023. Were we considered to be a “foreign person,” we might not be able to complete an initial Business Combination”…
The clause …“within one year from the date of this report, management believes there is substantial doubt as to the Company’s ability to continue as a going concern if it does not consummate its initial Business Combination before February 22,”…
The clause “100,000,000 shares authorized; 800,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021 80 80 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-11-15trust $300.0M → $300.1M +0%going concern APPEARED
trust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $300.0M$300.1M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2023-02-22
- Redeemable shares
- not previously extracted30.0M
SpacBrain reads this as $34,309 was added to the trust between the two filings.
The clause …“1,022,299 1,376,119 Other noncurrent assets — 26,682 Cash and Investments held in Trust Account 300,051,943 300,025,197 Total assets $ 301,074,242 $ 301,427,998 Liabilities, Redeemable Common Stock and Stockholders’ Deficit Current”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“within one year from the date of this report, management believes there is substantial doubt as to the Company’s ability to continue as a going concern if it does not consummate its initial Business Combination before February 22,”…
The clause …“ability to continue as a going concern if we do not consummate our initial Business Combination before February 22, 2023. Administrative Services Agreement We entered into an agreement whereby, commencing on April 1, 2021 through the”…
The clause “100,000,000 shares authorized; 800,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021 80 80 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-08-13trust $300.0M → $300.0M +0%
trust account1 moved
- Trust account
- $300.0M$300.0M
SpacBrain reads this as $7,562 was added to the trust between the two filings.
The clause …“assets 76,777 Deferred offering costs — 30,000 Cash and Investments held in Trust Account 300,017,634 — Total Assets $ 301,529,474 $ 33,523 Liabilities and Stockholders’ Equity Current liabilities: Accrued offering costs and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-05-24trust $300.0M → $300.0M +0%
trust account1 moved
- Trust account
- $300.0M$300.0M
SpacBrain reads this as $7,031 was added to the trust between the two filings.
The clause …“assets 1,669,500 3,523 Deferred offering costs — 30,000 Cash and Investments held in Trust Account 300,010,072 — Total Assets $ 301,679,572 $ 33,523 Liabilities and Stockholders’ Equity Current liabilities: Accrued offering costs and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinServ Acquisition Corp. II filed its 10-Q for the quarter ended March 31, 2021, the first quarterly report after its February 2021 IPO funded a $300 million trust. Why it matters: The first quarterly picture of FSRX as a searching SPAC with its trust in place at $10.00 per public share.
What changed: On April 7, 2021 FinServ Acquisition Corp. II announced that from April 12, 2021 holders may separately trade the Class A common stock (FSRX) and quarter-warrants (FSRXW) comprising its units, with unseparated units continuing as FSRXU on Nasdaq. Why it matters: Unit separation lets the trust-backed share price apart from its quarter warrant, the precondition for any FSRX redemption trade.
What changed: FinServ Acquisition Corp. II filed its audited balance sheet as of February 22, 2021: $300,000,000 in trust, $1,906,985 of operating cash, a $10,500,000 deferred underwriters' discount, and 28,634,303 Class A shares subject to redemption at $10.00 per share. Why it matters: The over-allotment was exercised in full to a $300 million trust at $10.00 per public share — FSRX's redemption floor.
What changed: FinServ Acquisition Corp. II filed its February 17, 2021 underwriting agreement with Citigroup and Barclays for 26,500,000 units at $10.00 plus a 3,975,000-unit over-allotment option, each unit one Class A share and one-quarter of a warrant exercisable at $11.50. Why it matters: Sets FSRX's $265 million base IPO with thin quarter-warrant coverage, limiting the dilution overhang on any eventual deal.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.