Finserv FSRVU = 1C, 1/2W



Prospectus 11/4/19

1 W + $11.50 Call 18. Adjust PP below $9.20.

Trust $10.00 at ipo. $250.0 million.

Closed November 5, 2019,

Barclays, Cantor

$250,000,000, comprised of $245,600,000 of the proceeds from the IPO (which amount includes $9,350,000 of the underwriters’ deferred discount) and $4,400,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, 

Term 24 months.

 if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of

the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Lee Einbinder, our Chief Executive Officer and a Director since inception, was a Vice Chairman at Barclays prior to retiring in August 2019. He was responsible for senior client relationships across the financial services industry, including Banks, Specialty Finance, Financial Technology, Asset Management and Financial Sponsors. Mr. Einbinder was at Barclays since the acquisition of Lehman Brothers in 2008, and during that time was also co-Head of the Financial Institutions Group and a member of the Investment Banking Operating Committee. Prior to joining Barclays, Mr. Einbinder worked at Lehman Brothers from 1996 to 2008, where he was Head of the Specialty Finance group and founded the Financial Technology group. He previously worked in similar capacities at CS First Boston and Salomon Brothers. Mr. Einbinder recently joined the Advisory Board of Communitas Capital Partners, an early stage venture capital fund for FinTech and marketplace companies, and the Investment Committee of Nassau Street Ventures, an investment fund affiliated with Alumni Ventures Group. Mr. Einbinder is also a Director, Treasurer, and a member of the Executive Committee of the Roxbury Land Trust. He received his M.B.A. with Distinction from the Wharton School and his B.S.E. cum laude from Princeton University. We believe Mr. Einbinder is well qualified to serve as one of our directors due to his extensive finance and investment experience.

Howard Kurz, our President and Chief Financial Officer since inception, has over 30 years’ experience as a successful institutional investor and asset manager. Mr. Kurz was the founder and has been serving as the Chief Executive Officer of Lily Pond Capital Management LLC (“LPCM”), an alternative investment manager headquartered in New York since January 2001. Most recently, LPCM was the investment manager of a Private Equity Fund (Lilypad Investors I) which provided early stage operating capital and expertise to an array of alternative investment management firms. Lilypad Investors I recently exited its final portfolio investment. Before founding LPCM, from September 1996 to January 2001, Mr. Kurz was Managing Director and Head of North American Financial Markets at The Royal Bank of Scotland Plc. Additionally, he was responsible globally for Foreign Exchange, Emerging Markets, and principal investments and was a senior member of the division’s Executive Committee. Prior to RBS, Mr. Kurz was a Managing Director at Lehman Brothers where he headed the Multi-Markets Proprietary Trading unit. He received his B.A. from University of Pennsylvania. We believe Mr. Kurz is well qualified to serve as one of our directors due to the breadth and depth of his experience in the finance, banking and investment industries.

Jay N. Levine, one of our directors as of the effective date of the registration statement of which this prospectus forms part, has been serving as Chairman of the Board of Directors of One Main Holdings, Inc (“One Main”) since June 2018. Mr. Levine previously served as President, Chief Executive Officer and a member of the Board of Directors of OneMain from October 2011 to September 2018. Mr. Levine joined the new OneMain shortly after it was acquired by Fortress Investment Group in 2011 and within two years he led the company’s return to profitability and IPO. During his tenure as CEO, Mr. Levine also completed the acquisition of the company’s largest competitor (One Main Financial Services) from Citigroup and led its integration into the successor company. From December 2008 to February 2011, Mr. Levine was brought in to help restructure and served as President and Chief Executive Officer and a member of the Board of Directors of Capmark Financial Group Inc., a commercial real estate finance company. On October 25, 2009, Capmark and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code and eventually emerged from bankruptcy on September 30, 2011. From 2000 to 2008, Mr. Levine served as President and Chief Executive Officer of RBS Greenwich Capital, a financial services company, with responsibility for the company’s institutional business in the United States. Previously, Mr. Levine was co-head of the Mortgage and Asset Backed Departments at RBS Greenwich Capital. Mr. Levine earned a bachelor’s degree from the University of California Davis. We believe Mr. Levine is well qualified to serve as a Director due to his extensive operational and board experience in the financial industry.