Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2021, FinServ Acquisition Corp., a Delaware corporation (the “Company” or “FinServ”) held a special meeting in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposed business combination between FinServ and Katapult Holdings, Inc., a Delaware corporation (“Katapult”), as described in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on May 18, 2021 (the “Proxy Statement”) and first mailed to stockholders on or about May 18, 2021. Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Special Meeting is described in detail in the Proxy Statement and the final voting results are indicated below.

As of the close of business on May 11, 2021, the record date for the Special Meeting, there were 25,665,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 6,250,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), outstanding. A total of 25,074,365 shares of Common Stock, representing approximately 78.57% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.

Proposal 1. The Business Combination Proposal - To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of December 18, 2020 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among FinServ, Katapult, Keys Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), Keys Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and Orlando Zayas, in his capacity as representative of the Pre-Closing Holders (as defined in the merger agreement) of Katapult, and the transactions contemplated thereby (the “Transactions”), pursuant to which Merger Sub 1 will merge with and into Katapult, with Katapult surviving the merger as a wholly owned subsidiary of FinServ, followed immediately by the merger of the resulting company with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a wholly owned subsidiary of FinServ (such mergers, collectively, the “merger”) (Class A Common Stock and Class B Common Stock, voting together as a single class):

The Business Combination Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.

The Charter Proposals - To consider and vote upon each of Proposals No. 2 through No. 9 to approve the following material differences between the proposed amended and restated certificate of incorporation of FinServ (the “Proposed Charter”) that will be in effect upon the closing of the merger and FinServ’s current amended and restated certificate of incorporation (the “Existing Charter”): 

Proposal 2. Increase of Authorized Shares - To increase the number of authorized shares of New Katapult (as defined below) common stock from 110,000,000 to 250,000,000 and the number of authorized shares of New Katapult preferred stock from 1,000,000 to 25,000,000 (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 3. Elimination of Class B Common Stock - To eliminate the Class B common stock classification and provide for a single class of common stock (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 4. No Class Vote on Changes in Authorized Number of Shares of Stock - To provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 5. Amendments to Waiver of Corporate Opportunities Prospective Only - To provide that amendments to FinServ’s waiver of corporate opportunities will be prospective only (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 6. Required Vote to Amend Certain Provisions - To require the vote of 66.7% of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of FinServ, the provisions regarding meetings of stockholders and the amendment provision of the Proposed Charter (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 7. Forum for Internal Corporate Claims - To provide that the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any action asserting an “internal corporate claim” under the Delaware General Corporation Law (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 8. Exclusive Forum - To provide that unless FinServ consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Proposal 9. The Charter Proposal (Replacement of the Existing Charter) - Conditioned upon the approval of Proposals No. 2 through No. 8, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing FinServ’s name from “FinServ Acquisition Corp.” to “Katapult Holdings, Inc.” (“New Katapult”) as of the closing of the merger (Class A Common Stock and Class B Common Stock, voting together as a single class, and Class B Common Stock, voting separately as a single class):

Each of Proposals No. 2 through No. 9 (inclusive) was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of Common Stock, voting together as a single class, and at least 50.1% of the Class B Common Stock, voting separately.

Proposal 10. The Director Election Proposal - To consider and vote upon a proposal to appoint seven (7) directors to serve on the board of directors of FinServ until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter (Class A Common Stock and Class B Common Stock, voting together as a single class):

The appointment of each director nominee was approved, having received “for” votes from a plurality of the votes cast by holders of Common Stock represented in person or by proxy at the Special Meeting.

Proposal 11. The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market: (i) the issuance of shares of Class A Common Stock (such shares of Class A Common Stock to be automatically converted into New Katapult common stock upon the consummation of the merger) pursuant to the PIPE Agreements (as defined in the Proxy Statement; (ii) the issuance of shares of New Katapult common stock pursuant to the merger agreement, including 7,500,000 restricted shares of New Katapult common stock that will vest upon, among other things, the achievement of certain earn-out thresholds prior to the sixth anniversary of the closing of the merger; and (iii) the related change of control of FinServ that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement (Class A Common Stock and Class B Common Stock, voting together as a single class):

The Nasdaq Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.

Proposal 12. The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Katapult Holdings, Inc. 2021 Equity Incentive Plan (Class A Common Stock and Class B Common Stock, voting together as a single class):

The Incentive Plan Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.

Proposal 13. The Adjournment Proposal - To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal or the Incentive Plan Proposal, or holders of FinServ’s Class A Common Stock have elected to redeem an amount of Class A Common Stock such that FinServ would have less than $5,000,001 of net tangible assets (Class A Common Stock and Class B Common Stock, voting together as a single class):

Because there were sufficient votes at the time of the Special Meeting to approve each of the above Proposals No. 1 through No. 12 (inclusive), including each director nominated in Proposal No. 10 - the Director Election Proposal, a vote on the proposal to adjourn the Special Meeting to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve one or more proposals at the Special Meeting, while approved, was not necessary or applicable.

Based on the results of the Special Meeting, and subject to the satisfaction or waiver of the remaining closing conditions, as described in the Proxy Statement, the Transactions are expected to be consummated on June 9, 2021. Following the consummation of the Transactions, the common stock and warrants of New Katapult are expected to begin trading on the Nasdaq Stock Market under the symbols “KPLT” and “KPLTW,” respectively, on June 10, 2021.