IMPORTANT

Whether or not you expect to attend the Annual Meeting, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Annual Meeting or vote online at the Annual Meeting.

PLEASE NOTE: If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors unless you direct the nominee holder how to vote, by returning your proxy card or by following the instructions contained on the proxy card or voting instruction form, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

FINSERV ACQUISITION CORP.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 29, 2020

To the Stockholders of FinServ Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the 2020 annual meeting of stockholders (the “Annual Meeting”) of FinServ Acquisition Corp., a Delaware corporation (the “Company”), will be held on Tuesday, December 29, 2020 at 10:30 a.m., Eastern Time, as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Annual Meeting via a live webcast available at https://www.cstproxy.com/finservacquisition/2020. The Annual Meeting will be held for the sole purpose of considering and voting upon the following proposals:

1.      To elect one director to serve as the Class I director on the Company’s Board of Directors (the “Board”) until the 2023 annual meeting of stockholders or until their successors are elected and qualified;

2.      To ratify the selection by our audit committee of WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the year ending December 31, 2020; and

3.      Such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

Only stockholders of record of the Companycommon stock as of the close of business on December 2, 2020 are entitled to notice of, and to vote at,April 8, 2022 , the Annual Meeting or any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote. All holders of shares of Class A common stock and Class B common stock, voting together as a single class, are entitled to vote on both proposals being considered at the Annual Meeting.

Your vote is important. Proxy voting permits stockholders unable to attend the Annual Meeting to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card, or submit your proxy by telephone, fax, or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Annual Meeting by following the instructions included in this proxy statement and on the proxy card.

Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meetingrecord date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also access our proxy materials at the following website: https://www.cstproxy.com/finservacquisition/2020.

By Order of the Board,
/s/ Lee Einbinder
Chief Executive Officer and Director

•        By mail.    You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided byto you from your brokerage firm,broker, bank broker-dealer or other similar organization that holds your shares.

•        nominee.By telephone

What happens if I do not indicate howshares, your bank or broker may exercise its discretionary authority to vote my proxy?

If you sign your proxy card without providing further instructions, your shares with regard to Proposal 2—Ratification of Class Athe Appointment of Independent Registered Public Accounting Firm, but cannot exercise its discretionary authority to vote your shares regarding Proposal 1—Election of Directors, thus resulting in “broker non-votes.” Therefore, in order for your voice to be heard, it is important that you vote.

THE ANNUAL MEETING

We are furnishing this proxy statement to you as a stockholder of FinServ Acquisition Corp. as part of the solicitation of proxies by our Board for use at our Annual Meeting to be held on Tuesday, December 29, 2020, or any adjournment or postponement thereof.

Date, Time, Place and Purposepaper copy of the Annual MeetingReport by writing to: Katapult Holdings, Inc., 5204 Tennyson Parkway, Suite 500, Plano, TX 75024, Attention: Corporate Secretary.

The Annual Meeting will

instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Annual Meeting.

Alternatively, you can vote your shares online by attending the Annual Meeting. While we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with the best judgment of Mr. Einbinder or Mr. Kurz.

A special note for those who plan to attend the Annual Meeting and vote online: if your shares are held in street name, please contact the name of a broker,telephone number provided on your voting instruction form or contact your bank, or other nominee, you must either direct the record holder of your shares to vote your shares or obtain a legal proxy from the record holder to vote your shares at the Annual Meeting.

Our Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares of Class A common stock and Class B common stock will be voted (i) “FOR” the election of the director nominee and (ii) “FOR” the ratification of the selection of Withum as our independent registered public accounting firm and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our President and Chief Financial Officer, Howard Kurz, at (917) 330-9141.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Annual Meeting.

directly.

category leader for rail equipment, services and software. Mr. Kekedjian is also a strategic advisor to ECN Capital, a finance company listed on the Toronto Stock Exchange. Mr. Kekedjian was previously a Managing Director and Global head of Business Development/M&A at GE Capital from 2010 through 2016. Mr. Kekedjian led the GE team that divested more than $200 billion of GE Capital’s business across the world. He also led the merger of Met Life’s online bank with Synchrony Financial and a subsequent $3 billion IPO and $20 billion stock split transaction for Synchrony Financial. He also led IPOs of both Cembra Money Bank in Switzerland and Moneta Bank in the Czech Republic. Prior to those divestitures, Mr. Kekedjian was responsible for creating comprehensive strategic plans for deal activities in the banking, real estate, leasing, mortgage, credit card and commercial lending sectors. From 2008 to 2010, Mr. Kekedjian served as Managing Director, Global Corporate Development and Chief Executive Officer for GE Capital, MEA region, responsible for company-wide strategic partnership and alliance development with global, sovereign capital partners. Mr. Kekedjian was previously the Chief Financial Officer of GE Banking & Consumer Finance for the EMEA region (GE Money) from 2004 to 2008, a $10 billion net revenue business with over $100 billion in assets and operations in 25 countries. He joined GE as a part of the Financial Management Program in 1989.

Number and Terms of Office of Officers and Directors

Our Board of DirectorsClass III consists of five members. Our Board of Directors is divided into three classes with only onedirectors. Each class of directors being elected in each year and each class (exceptserves for those directors appointed prior to our first annual meeting of stockholders) serving a three-yearthree-year term. The term of office of the first class of directors, consisting of Mr. Kekedjian, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Matza and Ms. Glossman will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Einbinder and Kurz will expire at the third annual meeting of stockholders. Subject to any other special rights applicable to the stockholders, any vacanciesVacancies on our Board of Directors may be filled by the affirmative vote of a majority of directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, presentshall serve for the remainder of the full term of that class and votinguntil the director’s successor is duly elected and qualified. Our amended and restated certificate of incorporation provides that our Board must consist of two or more directors, and the number of directors to hold office at any time is determined from time to time by resolution of our Board. Our Board currently consists of eight members. Upon the expiration of the initial term of office for each class of directors, each director in that class will be elected for a three-year term and to serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•        if required producing a report on executive compensation to be included in our annual proxy statement; and

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, is paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

A copy of the compensation committee charter is available, free of charge, from the Company by writing to the Company’s President and Chief Financial Officer, c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105.

Director Nominations

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formationand current directors as of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees are Messrs. Matza and Kekedjian and Ms. Glossman. In accordance with Rule 5605(e)April 28, 2022:

Audit Committee Report*

The audit committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. Additionally, the audit committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion, the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

Submitted by:

Audit Committee of the Board of Directors
Robert Matza
Aris Kekedjian
Diane B. Glossman

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year have not served, Includes service as a member of the compensation committeeboard of anydirectors of our legacy entity, FinServ Acquisition Corp. ("FinServ").

After the completioneach of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or bydirectors. As required under The Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the independent directors on ourmembers of a listed company’s Board of Directors.

We do not intend to take any actionmust qualify as “independent,” as affirmatively determined by the Board. The Board consults with the Company’s counsel to ensure that membersthe Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regardingthe NASDAQ. In making this determination, our Board considered the current and prior relationships that each non-employee director has with Katapult and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described under "Certain Relationships and Related Transactions."

tender offer materials or at the time ofCompany specifically incorporates it by reference into a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

The holders of the founder shares, placement units, and units that may be issued upon conversion of working capital loans (and in each case holders of their component securities, as applicable) will have registration rights to require us to register a sale of any of our securities held by them. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for saledocument filed under the Securities Act or the Exchange Act. In addition, these holders will have “piggy

PROPOSAL ONE — ELECTION OF CLASS I DIRECTORS BY VOTE OF THE CLASS A AND
CLASS B STOCKHOLDERS

Our amendedthe PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and restated certificate of incorporation provides for a Board of Directors classified into three classes,has discussed with each class (except for those directors appointed priorDeloitte & Touche LLP the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to our first annual meetingboard of stockholders) serving a three-year term. Our Board of Directors now consists of six directors as set forth abovethat the audited financial statements be included in the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Officers”.

Mr. Kekedjian is nominated for election at thisour Annual Meeting of stockholders, as the Class I director, to hold office until the annual meeting of stockholders in 2023, or until his successor is chosen and qualified.

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be votedReport on Form 10-K for the election offiscal year ended December 31, 2021 and filed with the director nominee unless the nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the Board of Directors. We have no reason to believe that the nominee will be unavailable or, if elected, will decline to serve.

SEC.

OTHER MATTERS

Submission of Stockholder Proposalsfirm for the 2021 Annual Meeting

We anticipate thataudit as of and for the 2021 annual meeting of stockholders will be held no later thanyear ended December 31, 2021. For any proposalAs a result of the mid-year change in auditors, the fees incurred for the services of D&T in the table below are not necessarily representative of the fees to be consideredbilled by D&T for inclusionthe Company, as a public company, for a full fiscal year, but are presented solely to provide our stockholders with a basis to understand our historical relationship with D&T. Fees for services provided by D&T prior to our Business Combination were not pre-approved by the Audit Committee. However, all fees for services provided by D&T post the Business Combination have been pre-approved or ratified by the Audit Committee.

FINSERV ACQUISITION CORP.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

December 29, 2020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FINSERV ACQUISITION CORP.

The undersigned hereby appoints Lee Einbinder and Howard Kurz, and each of them, proxies and attorneys-in-fact, each with the power of substitution and revocation, and hereby authorizes each to represent and vote, as designated below, all the shares of common stock of FinServ Acquisition Corp. (the “Company”) held of record by the undersigned at the close of business on December 2, 2020 at the Annual Meeting of Stockholders to be held virtually on December 29, 2020, at 10:30 a.m., Eastern Time, or any adjournment or postponement thereof (the “Meeting”) and authorizes and instructs said proxies to vote in the manner directed below.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE DIRECTOR NOMINEE AND “FOR” PROPOSAL TWO. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING.

(Continued, and to be marked, dated and signed, on the other side)

FINSERV ACQUISITION CORP.
This Proxy StatementAudit Committee Charter and the 2019 Annual Report on Form 10-K are available at:
https://www.cstproxy.com/finservacquisition/2020

FINSERV ACQUISITION CORP.

Vote Your Proxyrequirements of law, the Audit Committee pre-approves all audit and permitted non-audit services that may be provided by mail:Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

PROXY

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE AND “FOR” PROPOSAL TWO.

1 To elect one Class I Director to serve on the Company’s Board of Directors until the 2023 annual meeting of stockholders or until his successor is elected and qualified.

Election of Class I Director: Aris Kekedjian

*

Instruction: To withhold authority to vote for any individual nominee, mark the “For all Except” box above and write that nominee’s name on the line provided below.      ___________________

2 Ratification of the selection by the audit committee of WithumSmith+Brown, PC to serve as our independent registered public accounting firm. This pre-approval applies to audit services, audit-related services, tax services and other services. For the fiscal year ended December 31, 2021, all fees paid to D&T have been approved by the Audit Committee.