0001213900-19-020237.txt : 20191202 0001213900-19-020237.hdr.sgml : 20191202 20191011171426 ACCESSION NUMBER: 0001213900-19-020237 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FinServ Acquisition Corp. CENTRAL INDEX KEY: 0001785424 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 842704291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2123701300 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 CORRESP 1 filename1.htm

FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of Americas

New York, NY 10105

(646) 965-8218

October 11, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Michael Killoy

Re:

FinServ Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted September 5, 2019

CIK No. 0001785424

Dear Mr. Killoy:

FinServ Acquisition Corp. (the “Company,” “FinServ,” “we,” “our” or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated September 25, 2019 (the “Letter”) regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold italics font type.

The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers in the marked version of the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

Draft Registration Statement on Form S-1 filed September 5, 2019

General

Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

We hereby advise the Staff that we will supplementally provide the Staff with copies of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act. We further advise the Staff that investors will not retain copies of such materials.

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2019

Page 2 of 2

Summary, page 1

We note the disclosure on page 15 that NASDAQ rules require that the initial business combination have an aggregate fair market value of at least 80% of the value of the assets held in the trust account. We also note the risk factor on page 29 that NASDAQ may delist your securities from trading on its exchange. Please revise the disclosure throughout the prospectus to clarify, if true, that the 80% test would no longer apply if you are delisted from Nasdaq and add appropriate risk factor disclosure.

We have revised the Registration Statement where appropriate to clarify that if our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% test.

* * * * *

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact FinServ’s legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

	Very truly yours,

	FINSERV ACQUISITION CORP.

	By:	/s/ Lee Einbinder
	Name:	Lee Einbinder
	Title:	Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

Kirkland & Ellis LLP