S-4/A

S-4/A 1 d179358ds4a.htm S-4/A S-4/A

As filed with the U.S. Securities and Exchange Commission on September 27, 2021.

Registration No. 333-257367

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Austerlitz Acquisition Corporation I

(Exact name of registrant as specified in its charter)


Cayman Islands*	6770	98-1583472
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1701 Village Center Circle

Las Vegas, NV 89134

Telephone: (702) 323-7330

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael L. Gravelle

General Counsel and Corporate Secretary

1701 Village Center Circle

Las Vegas, NV 89134

Telephone: (702) 323-7330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Michael J. Aiello

Sachin Kohli

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, NY 10153

Telephone: (212) 310-8000

Craig S. Billings

Chief Executive Officer and President

Wynn Interactive Ltd.

3131 Las Vegas Boulevard South

Las Vegas, NV 89109

Telephone: (702) 770-7555

Eric L. Schiele, P.C.

Jonathan Davis, P.C.

Robert M. Hayward, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Telephone: (212) 446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:


Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐

*	The Registrant intends, subject to shareholder approval, to effect a domestication under Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act (As Revised), pursuant to which the Registrant’s jurisdiction of incorporation shall be Bermuda.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Class A ordinary shares exchanged as part of the Domestication (as defined below)	83,785,715(1)	$9.97(2)	$835,343,579	$91,135.98
Class V ordinary shares issued in connection with the Merger (as defined below)	300,000,000(3)	$10.00	$3,000,000,000	$327,300.00
Class A ordinary shares to be issued on conversion of the Class C ordinary shares	14,785,715	$10.00	$147,857,150	$16,131.22
Warrants to purchase Class A ordinary shares	27,783,333(4)	—	—(5)	—
Total	—	—	$3,983,200,729	$434,567.20(6)

*	The Registrant intends, subject to shareholder approval, to effect a domestication under Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act (As Revised), pursuant to which the Registrant’s jurisdiction of incorporation shall be Bermuda.

This registration statement relates to the registration of securities that will be issued by Austerlitz Acquisition Corporation I (“Austerlitz”) in connection with a series of transactions that comprise the business combination described in this registration statement and the accompanying proxy statement/prospectus, including securities that may be issued in the future upon the exercise, exchange or conversion of certain of the securities issued in the business combination as described herein.

(1)

Represents the number of WBET Class A common shares that will be issued pursuant to the Domestication (as defined below), including (i) 69,000,000 WBET Class A common shares on a one-for-one basis in exchange for outstanding Austerlitz Class A ordinary shares and (ii) 14,785,715 WBET Class A common shares that will be issued on a one-for-one in exchange for outstanding Austerlitz Class B ordinary shares.

(2)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Austerlitz on the NYSE on June 18, 2021 (such date being within five business days of the date the registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(3)	Assumes no redemptions by Austerlitz shareholders.

(4)	The number of warrants to acquire Austerlitz Class A ordinary shares being registered represents (i) 17,250,000 public warrants and (ii) 10,533,333 private placement warrants.

(5)	No fee pursuant to Rule 457(g).

(6)	Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF AUSTERLITZ ACQUISITION CORPORATION I

AND

PROSPECTUS FOR

398,571,430 CLASS A ORDINARY SHARES, 27,783,333 WARRANTS AND 300,000,000 CLASS V ORDINARY SHARES OF AUSTERLITZ ACQUISITION CORPORATION I (AFTER ITS DOMESTICATION AS AN EXEMPTED COMPANY LIMITED BY SHARES REGISTERED BY CONTINUATION IN BERMUDA, WHICH WILL BE RENAMED WYNN INTERACTIVE LIMITED IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

Dear Austerlitz Acquisition Corporation I Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (“Austerlitz”) at [●], at [●] Eastern Time, on [●], 2021. Rather than attending in person, you may also attend via live webcast on the internet by visiting [●].

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as defined below), on the Closing Date prior to the Effective Time (as described below), among other things, (i) Austerlitz will change its name to “Wynn Interactive Limited” (“WBET”), (ii) all of the issued and outstanding shares of Austerlitz will be converted into common shares of a Bermuda exempted company limited by shares and (iii) the governing documents of Austerlitz will be amended and restated. As used in the accompanying proxy statement/prospectus, “WBET” refers to Austerlitz after giving effect to the Domestication and the Business Combination.

At the Extraordinary General Meeting, Austerlitz shareholders will be asked to consider and vote upon a proposal to approve and adopt that certain business combination agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), dated as of May 10, 2021, by and among Austerlitz, Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct wholly owned subsidiary of Austerlitz (“Merger Sub”), and Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (collectively, the “Business Combination Proposal”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(a)

On the Closing Date, prior to the time at which the Effective Time occurs, Austerlitz will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands to Bermuda and registering as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”), upon which Austerlitz will change its name to “Wynn Interactive Limited” (for further details, see the section entitled “Proposal No. 2—The Domestication Proposal”). We refer to Wynn Interactive Limited following the Domestication as “WBET.”

(b)

Merger Sub will merge with and into the Company (the “Merger,” and together with the Domestication, the “Business Combination”), with the Company as the surviving company in the

Merger and, after giving effect to such Merger, the Company will become a wholly-owned subsidiary of WBET. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of the Company (other than treasury shares and any dissenting shares under the Bermuda Companies Act) will be exchanged for WBET Class A common shares (“WBET Class A Shares”) or Class V common shares (“WBET Class V Shares”), and outstanding Company options to purchase shares of the Company (whether vested or unvested) will be exchanged for comparable options to purchase WBET Class A Shares. The Current Company Equityholders (as defined in the following proxy statement/prospectus) will not receive any of the WBET Class C common shares (“WBET Class C Shares”), which will be held solely by Sponsor and certain Sponsor Persons. As of the date of this proxy statement/prospectus, there are 14,785,715 Austerlitz Class C ordinary shares issued and outstanding, which are held solely by Sponsor and certain Sponsor Persons, and will be converted into WBET Class C Shares (subject to the Class C Forfeiture, as defined below) on a one-for-one basis on the Closing Date. For further details see the section entitled “Proposal No. 1—The Business Combination Proposal—Consideration to the Company Equityholders in the Business Combination.”

In connection with the signing of the Business Combination Agreement, Austerlitz and Cannae Holdings, Inc. (“Cannae”) entered into a Backstop Agreement whereby Cannae has agreed, subject to the terms and conditions included therein, immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), to subscribe for Austerlitz Class A ordinary shares in order to fund redemptions by shareholders of Austerlitz in connection with the Business Combination, in an amount of up to $690,000,000 (the “Cannae Backstop”).

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon (a) a proposal to approve that the Amended and Restated Memorandum and Articles of Association of Austerlitz currently in effect (the “Austerlitz Organizational Documents”) be amended and restated by the deletion in their entirety and the substitution in their place of the WBET Memorandum of Continuance and the WBET Bye-Laws (a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, the “WBET Bye-Laws”)) including the authorization of the change of name to ‘Wynn Interactive Limited’, in each case effective upon the Domestication (the “Bye-Laws Proposal”), (b) the proposals to approve certain governance provisions in the WBET Bye-Laws , which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis (the “Non-Binding Governance Proposals”), (c) a proposal to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of ordinary shares of Austerlitz in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the “Share Issuance Proposal”), (d) a proposal to approve the Wynn Interactive Limited 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex L (the “Omnibus Incentive Plan Proposal”) and (e) a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Austerlitz Shareholders (as defined herein) or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient ordinary shares of Austerlitz represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting, or (B) in order to solicit additional proxies from Austerlitz Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting (the “Adjournment Proposal”). Certain shareholders of Austerlitz will also be asked to consider and vote upon (x) a proposal to approve that Austerlitz be transferred by way of continuation from the Cayman Islands to Bermuda and registered as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act and, immediately upon being de-registered in the Cayman Islands, Austerlitz be continued and registered as an exempted company limited by shares under the laws of Bermuda (the “Domestication Proposal”) and (y) a proposal to approve the election of nine directors as described in the accompanying proxy statement/prospectus (the “Director Election Proposal”).

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Bye-Laws Proposal, the Omnibus Incentive Plan Proposal, and the Share Issuance Proposal (collectively, the “Required Austerlitz Approvals”) are approved at the Extraordinary General Meeting.

The Non-Binding Governance Proposals and the Director Election Proposal are conditioned on the approval of the Requisite Austerlitz Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the signing of the Business Combination, certain related agreements were entered into, including the Sponsor Agreement, the Backstop Agreement and the Company Support Agreement (each as defined in the accompanying proxy statement/prospectus). Certain additional agreements will be entered in connection with the Closing of the Business Combination, including the Investor Rights Agreement, the Amended and Restated Registration Rights Agreement, the Statutory Merger Agreement and the Amended and Restated Commercial Intercompany Agreements (each as defined in the accompanying proxy statement/prospectus). See the section entitled “Proposal No. 1—Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Austerlitz Organizational Documents, a holder of Austerlitz’s public shares (a “public shareholder”) may request that Austerlitz redeem all or a portion of such public shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Austerlitz will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of Austerlitz’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [•], 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of WBET that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Austerlitz Shareholders—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Austerlitz amended and restated that certain letter agreement, dated March 2, 2021, between Austerlitz and Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Sponsor”), and certain of its directors and officers (the “Insiders”), and entered into the Sponsor Agreement with the Sponsor, Cannae and certain of the Insiders (together, the “Sponsor Persons”). Pursuant to the Sponsor Agreement, among other things, the Sponsor Persons agreed (i) to vote any Austerlitz securities in favor of the Business Combination and other Austerlitz shareholder matters, (ii) not to seek redemption of any Austerlitz shares and (iii) not to transfer any Austerlitz securities for the period beginning on the Closing Date until the earlier of (x) one (1) year following the Closing Date or (y) if the volume weighted average price of the WBET Class A Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing 150 days after the Closing Date, and (iv) to be bound to certain other obligations as described therein. Additionally, (i) the Sponsor and certain Insiders have also agreed to forfeit up to 3,696,429 Austerlitz Class B ordinary shares and up to 3,696,429 Austerlitz Class C ordinary shares (“Class C Forfeiture”), in accordance with the terms of the Sponsor Agreement (subject, in each case, to a reduction in the number of shares to be forfeited if the Cannae Backstop is utilized), and (ii) in the event that the Austerlitz transaction expenses exceed

$34,150,000 (such excess the “Expenses Overage”), certain Sponsor Persons shall forfeit and surrender to Austerlitz a number of Austerlitz Class B ordinary shares equal to the Expenses Overage divided by 10.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Austerlitz redeem public shares in an amount that would cause WBET’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the Cannae Backstop.

Concurrently with the consummation of the Business Combination, WBET, WSI Investment, LLC (“Wynn Investment”), Sponsor and Cannae (if applicable) will enter into an investor rights agreement (the, “Investor Rights Agreement”), relating to among other things, the composition of the WBET board of directors (the “WBET Board”) and certain consent rights for Wynn Investments. Pursuant to the terms of the Investor Rights Agreement, effective as of the Closing Date, it is anticipated that the WBET Board will be comprised of nine directors as follows: (i) one director designated by Sponsor, (ii) five directors designated by Wynn Investment, and (iii) three directors designated by the Company after consultation with Austerlitz.

In addition, for so long as Wynn Resorts, Limited (“Wynn Parent”) and its affiliates have a “Continuing Ownership Percentage” (as described in the proxy statement/prospectus) of 50% or more, WBET will not take, and will not permit WBET’s subsidiaries to take, and the WBET Board shall not authorize or approve, certain actions without the prior written approval of Wynn Investment, including increasing or decreasing the size of the WBET Board, amending or changing WBET’s organizational documents in any manner that modifies any specific rights of Wynn Parent or certain of its affiliates or materially and adversely affects Wynn Parent or certain of its affiliates in their capacity as shareholders of WBET, acquiring equity, assets, properties or business or disposing assets or properties of up to a certain threshold, incurring indebtedness that would increase the leverage beyond a certain threshold, terminating or replacing certain executive officers of WBET, declaring and paying dividend and redeeming, repurchasing or acquiring any shares of WBET. For additional details, see “Proposal No. 1—Business Combination Proposal—Related Agreements—Approval Rights.”

Austerlitz’s units trade on the New York Stock Exchange (“NYSE”) (each of which consists of one share of Austerlitz Class A ordinary share and one-fourth of one redeemable warrant to acquire a share of Austerlitz Class A ordinary share) and are currently listed and trade under the symbol “AUS.U” while the Austerlitz Class A ordinary shares and warrants are listed under the symbols “AUS” and “AUS.WS,” respectively. Austerlitz intends to apply for listing on the NASDAQ, effective upon the completion of the Business Combination, of the WBET Class A Shares and WBET warrants under the proposed symbols “WBET” and “WBET.WS” respectively.

WBET will have three classes of shares: (i) WBET Class A Shares, (ii) WBET Class C Shares, and (iii) WBET Class V Shares. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger, the consideration to be paid to the existing shareholders of the Company will be, in the aggregate, a number of WBET Class A Shares and WBET Class V Shares (the “Merger Consideration”) equal to (a) the quotient obtained by dividing (i) the agreed company equity value of $3,000,000,000 by (ii) ten dollars ($10.00), minus (b) a number equal to the nearest whole number (rounded up or down, as applicable) obtained by multiplying (i) the number of WBET Class A Shares purchased by Cannae pursuant to the Backstop Agreement divided by sixty-nine million (69,000,000), by (ii) 3,696,429; provided that in no event will the number of shares deducted pursuant to clause (b) exceed 3,696,429. At the effective time of the Merger, the common shares of the Company will be converted into the right to receive, in the aggregate, the Merger Consideration.

The Company will have the right to determine the allocation of the aggregate equity consideration as between WBET Class A Shares and WBET Class V Shares (including the determination that the aggregate equity consideration may consist solely of WBET Class V Shares). The Company will give all Current Company

Equityholders WBET Class V Shares unless a Current Company Equityholder requests delivery of a WBET Class A Share and agrees to a twelve-month post-closing contractual lock-up. The Company does not currently expect any Current Company Equityholder to request WBET Class A Shares. The WBET Class A Shares are voting and economic interests in the Company and will be entitled to one vote per share. The WBET Class V Shares are voting and economic interests in the Company and will be entitled to ten votes per share.

Immediately following the completion of the Business Combination, the ownership of WBET shall be as follows in a No Redemptions scenario (excluding Dilutive Securities (as defined herein) and assuming that all Current Company Equityholders receive WBET Class V Shares): (i) Sponsor is expected to have a 2.92% economic interest and 0.36% voting interest; (ii) Existing Austerlitz Shareholders are expected to have a 18.15% economic interest and 2.24% voting interest; (iii) Wynn Parent is expected have a 58.44% economic interest and 72.12% voting interest; (iv) other current Company equityholders (other than Wynn Parent) are expected to have a 20.49% economic interest and 25.28% voting interest; and (v) Cannae is expected to have a 0% economic interest and 0% voting interest. Based on the voting power held by Wynn Parent immediately following the completion of the Business Combination, Wynn Parent will control all decisions put to stockholders of WBET. For additional information and details regarding the assumptions made in calculating the foregoing interests, see “Proposal No. 1—The Business Combination Proposal—Ownership of WBET Immediately Following the Business Combination.”

Austerlitz is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

Austerlitz (and WBET, following the Business Combination) will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Austerlitz IPO, (b) in which Austerlitz or WBET, as applicable, has total annual gross revenue of at least $1.07 billion, or (c) in which Austerlitz or WBET, as applicable, is deemed to be a large accelerated filer, which means the market value of Austerlitz Shares or WBET Shares, as applicable, that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Austerlitz or WBET, as applicable, has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Following the Business Combination, Wynn Parent will own a majority of the voting power of WBET’s Shares. As a result, WBET will be a “controlled company” under NASDAQ rules. As a controlled company, WBET will be exempt from certain corporate governance requirements, including those that would otherwise require the WBET Board to have a majority of independent directors and require that WBET either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of WBET’s executive officers and nominees of directors are determined or recommended to the WBET Board by independent members of the WBET Board. Because WBET intends to avail itself of the “controlled company” exception under the NASDAQ rules, WBET may choose to rely upon these exemptions and, as a result, holders of WBET Shares will not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

Austerlitz is providing the accompanying proxy statement/prospectus and accompanying proxy card to Austerlitz’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Austerlitz’s shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Austerlitz’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Austerlitz has approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Austerlitz’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Austerlitz, you should keep in mind that Austerlitz’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1—Business Combination Proposal-—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Bye-Laws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, the Director Election Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination only the holders of Austerlitz Class B ordinary shares and Austerlitz Class C ordinary shares are entitled to vote on the Domestication Proposal and the Director Election Proposal.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO AUSTERLITZ’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Austerlitz’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

LOGO

Richard N. Massey

Chief Executive Officer and Director

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES OR GAMING AUTHORITY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated , 2021 and is first being mailed to shareholders on or about , 2021.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2021

AUSTERLITZ ACQUISITION CORPORATION I

1701 Village Center Circle

Las Vegas, NV 89134

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON , 2021

TO THE SHAREHOLDERS OF AUSTERLITZ ACQUISITION CORPORATION I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “Extraordinary General Meeting”) of Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (“Austerlitz”), will be held at Eastern Time, on , 2021 at . Only shareholders of Austerlitz (“Austerlitz Shareholders”) of record as of , the record date for the Extraordinary General Meeting, are entitled to notice of and to attend and vote at the Extraordinary General Meeting. Cayman Islands law requires there to be a physical location for the Extraordinary General Meeting. However, given the ongoing global pandemic, the Extraordinary General Meeting will also be held virtually via live webcast. Such Austerlitz Shareholders may attend the Extraordinary General Meeting by visiting the Extraordinary General Meeting website at [•], where they will be able to listen to the meeting live and vote during the meeting. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Austerlitz Shareholders and Austerlitz, and (ii) to protect the health and safety of our shareholders. You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:

Proposal No. 1—The Business Combination Proposal—a proposal to approve Austerlitz’s entry into the Business Combination Agreement, dated as of May 10, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Austerlitz, Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda (“Merger Sub”), and Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda. (the “Company”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, (i) Austerlitz will transfer by way of continuation from the Cayman Islands to Bermuda and register as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”), and (ii) Merger Sub will merge with and into the Company (the “Merger” and together with the Domestication the “Business Combination”), with the Company being the surviving company of the Merger.

Proposal No. 2—The Bye-Laws Proposal—a proposal to approve that the Amended and Restated Memorandum and Articles of Association of Austerlitz currently in effect (the “Austerlitz Organizational Documents”) be amended and restated by the deletion in their entirety and the substitution in their place of the WBET Memorandum of Continuance and WBET Bye-Laws (a copy of which is attached to this proxy statement/prospectus as Annex B) (together, the “WBET Organizational Documents”) including the authorization of the change of name to ‘Wynn Interactive Limited’ in each case effective upon the Domestication.

Proposal No. 3 – The Non-Binding Governance Proposals—the proposals to approve the following governance provisions in the WBET Bye-Laws, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis to give shareholders the opportunity to present their separate views on important corporate governance provisions:

•

Proposal 3A: Multi-Class Shares: To approve a multi-class share structure in the WBET Bye-Laws, in which holders of WBET Class A Shares and WBET Class C Shares will be entitled to cast one vote per WBET Class A Share or WBET Class C Share on each matter submitted to the shareholders, and holders of WBET Class V Shares will be entitled to cast ten votes per WBET Class V Share on each matter submitted to the shareholders.

•

Proposal 3B: Election, Number and Removal of Directors: To approve provisions of the WBET Bye-Laws relating to director election, removal and number of directors to other similarly situated public companies, including to provide for the election of directors by shareholders.

•

Proposal 3C: Powers of Directors: To allow Wynn Parent to continue to execute on WBET’s long-term strategy in respect of certain matters, for so long as it owns the requisite threshold of WBET Shares that it held immediately following the Closing.

•

Proposal 3D: Approval of Business Combinations: To approve provisions of WBET Bye-Laws that enables WBET to consummate a merger or other form of business combination with the approval of at least a majority of the WBET shareholders if such merger or business combination is approved by the WBET Board, instead of a two-thirds majority as currently provided in Austerlitz Organizational Documents. The approval of a two-third majority is still required if the WBET Board does not approve the merger or business combination.

•

Proposal 3E: Provisions relating to Gaming Operations: To provide for certain restrictions to control the gaming operations of WBET, including to ensure proper compliance with Gaming Laws where applicable.

Proposal No. 4—The Share Issuance Proposal—a proposal to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of ordinary shares of Austerlitz in connection with the consummation of the transactions contemplated by the Business Combination Agreement.

Proposal No. 5—The Adjournment Proposal—a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Austerlitz Shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Austerlitz ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting, or (B) in order to solicit additional proxies from Austerlitz Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.

Proposal No. 6—The Domestication Proposal—a proposal to approve that Austerlitz be transferred by way of continuation from the Cayman Islands to Bermuda and registered as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act and, immediately upon being de-registered in the Cayman Islands, Austerlitz be continued and registered as an exempted company limited by shares under the laws of Bermuda. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Domestication Proposal.

Proposal No. 7—The Director Election Proposal—a proposal to approve the election of nine director nominees as described in the proxy statement/prospectus. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Director Election Proposal.

Proposal No. 8—The Omnibus Incentive Plan Proposal—a proposal to approve the Wynn Interactive Limited 2021 Omnibus Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex L.

Each of the Business Combination Proposal, the Bye-Laws Proposal, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, and the Domestication Proposal (such proposals, together the “Required Austerlitz Proposals”) is conditioned on the approval and adoption of each of the other Required Austerlitz Proposals. The Non-Binding Governance Proposals and the Director Election Proposal are conditioned on the approval of the Required Austerlitz Proposals. The Adjournment Proposal is not conditioned on any other approval.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

This proxy statement/prospectus and accompanying proxy card is being provided to Austerlitz’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Austerlitz’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of this proxy statement/prospectus.

After careful consideration, the board of directors of Austerlitz has approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Austerlitz’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Austerlitz, you should keep in mind that Austerlitz’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1—Business Combination Proposal—Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Austerlitz Organizational Documents, an Austerlitz shareholder may request that Austerlitz redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Austerlitz’s transfer agent, in which you (i) request that Austerlitz redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(ii)

deliver your public shares to Continental, Austerlitz’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●], 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Austerlitz will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Austerlitz’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 8, 2021, this would have amounted to approximately $9.93 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is Class A common shares of WBET that will be redeemed. See “Extraordinary General Meeting of Austerlitz Shareholders—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Austerlitz amended and restated (a) that certain letter agreement, dated March 2, 2021, between Austerlitz and Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Sponsor”), and (b) that certain letter agreement, dated as of March 2, 2021, by and between Austerlitz and each of the Sponsor and certain of its directors and officers (the “Insiders”), and entered into the Sponsor Agreement with the Sponsor, Cannae and the Insiders (together, the “Sponsor Persons”). Pursuant to the Sponsor Agreement, among other things, the Sponsor Persons agreed (i) to vote any Austerlitz securities in favor of the Business Combination and Austerlitz shareholder matters, (ii) not to seek redemption of any Austerlitz shares and (iii) not to transfer any Austerlitz securities for the period beginning on the Closing Date until the earlier of (x) one (1) year following the Closing Date or (y) if the volume weighted average price of the WBET Class A Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing 150 days after the Closing Date, and (iv) to be bound to certain other obligations as described therein. Additionally, the Sponsor and certain Insiders have also agreed to forfeit (i) up to 3,696,429 AUS Class B Shares and up to 3,696,429 AUS Class C Shares, respectively, in accordance with the terms of the Sponsor Agreement (subject, in each case, to a reduction in the number of shares to be forfeited if the Cannae Backstop is utilized), and (ii) in the event that the Austerlitz transaction expenses exceed $34,150,000 (such excess the “Expenses Overage”), certain Sponsor Persons shall forfeit and surrender to Austerlitz a number of AUS Class B Shares equal to the Expenses Overage divided by 10.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Austerlitz redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

The approval of each of the Domestication Proposal and the Bye Laws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, the Director Election Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Required Austerlitz Proposals are approved at the Extraordinary General Meeting. Each of the Requisite Austerlitz Proposals is cross-conditioned on the approval of each other. The Non-Binding Governance Proposals and the Director Election Proposal are conditioned on the approval of the Required Austerlitz Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Austerlitz Acquisition Corporation I,




		Richard N. Massey
		Chief Executive Officer and Director

TABLE OF CONTENTS


1.	ABOUT THIS PROXY STATEMENT/PROSPECTUS	1

2.	CERTAIN DEFINED TERMS	2

3.	MARKET AND INDUSTRY DATA	7

4.	TRADEMARKS AND SERVICE MARKS	8

5.	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	9

6.	SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	29

7.	SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY	51

8.	SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BETBULL	52

9.	SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	53

10.	COMPARATIVE PER SHARE INFORMATION	55

11.	RISK FACTORS	56

12.	EXTRAORDINARY GENERAL MEETING OF AUSTERLITZ SHAREHOLDERS	101

	a. PROPOSAL NO. 1 – THE BUSINESS COMBINATION PROPOSAL	107

	b. PROPOSAL NO. 2 – THE BYE-LAWS PROPOSAL	143

	c. PROPOSAL NO. 3 – THE NON-BINDING GOVERNANCE PROPOSALS	144

	d. PROPOSAL NO. 4 – THE SHARE ISSUANCE PROPOSAL	147

	e. PROPOSAL NO. 5 – THE ADJOURNMENT PROPOSAL	149

	f. PROPOSAL NO. 6 – THE DOMESTICATION PROPOSAL	150

	g. PROPOSAL NO. 7 – THE DIRECTOR ELECTION PROPOSAL	152

	h. PROPOSAL NO. 8 – THE OMNIBUS INCENTIVE PLAN PROPOSAL	154

13.	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	163

14.	INFORMATION ABOUT AUSTERLITZ	178

15.	INFORMATION ABOUT WAVE MERGER SUB LIMITED	183

16.	DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF AUSTERLITZ PRIOR TO THE BUSINESS COMBINATION	184

17.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AUSTERLITZ	192

18.	DESCRIPTION OF WBET’S SECURITIES	197

19.	COMPARISON OF SHAREHOLDERS’ RIGHTS	212

20.	BENEFICIAL OWNERSHIP OF SECURITIES	224

21.	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	227

22.	INFORMATION ABOUT THE COMPANY	232



23.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY	250

24.	BETBULL’S MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	266

25.	EXECUTIVE AND DIRECTOR COMPENSATION OF THE COMPANY	274

26.	MANAGEMENT OF WBET FOLLOWING THE BUSINESS COMBINATION	282

27.	SECURITIES ACT RESTRICTIONS ON RESALE OF THE POST-CLOSING COMPANY’S SECURITIES	288

28.	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR AUSTERLITZ SHAREHOLDERS	290

29.	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR COMPANY SHAREHOLDERS	303

30.	APPRAISAL RIGHTS	306

31.	AUSTERLITZ EXTRAORDINARY GENERAL MEETING PROPOSALS	307

32.	FUTURE SHAREHOLDER PROPOSALS	308

33.	SHAREHOLDER COMMUNICATIONS	309

34.	LEGAL MATTERS	310

35.	EXPERTS	311

36.	HOUSEHOLDING; DELIVERY OF DOCUMENTS TO SHAREHOLDERS	312

37.	TRANSFER AGENT AND REGISTRAR	313

38.	WHERE YOU CAN FIND MORE INFORMATION	314

39.	INDEX TO FINANCIAL STATEMENTS	F-1

40.	PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

Annex A: Business Combination Agreement

Annex B: Wynn Interactive Limited Bye-Laws

Annex C: Form of Investor Rights Agreement

Annex D: Form of Amended and Restated Registration Rights Agreement

Annex E: Form of Statutory Merger Agreement

Annex F: Forms of Amended and Restated Intercompany Commercial Agreements

Annex G: Sponsor Agreement

Annex H: Backstop Facility Agreement

Annex I: Support Agreement

Annex J: Forward Purchase Agreement Mutual Termination Agreement

Annex K: Form of Memorandum of Continuance

Annex L: Wynn Interactive Limited 2021 Omnibus Incentive Plan

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Austerlitz, constitutes a prospectus under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of the Company to be issued in connection with the Business Combination described below and a notice of meeting and a proxy statement of Austerlitz under Section 14(a) of the Securities Exchange Act of 1934, as amended, for the Extraordinary General Meeting of Austerlitz Shareholders to be held in connection with the Business Combination and at which Austerlitz Shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, among other matters.

This registration statement and this proxy statement/prospectus is available without charge to shareholders of Austerlitz upon written or oral request. This document and other filings by Austerlitz with the SEC may be obtained by either written or oral request to Austerlitz Acquisition Corporation I, 1701 Village Center Circle, Las Vegas, NV, 89134 or by telephone at (702) 323-7330.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you are an Austerlitz Shareholder and have questions about the proposals to be considered at the Extraordinary General Meeting or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing AUS.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of this proxy statement/ prospectus for further information.

This proxy statement/prospectus incorporates by reference important business and financial information about Austerlitz that is not included in or delivered with the document.

Information contained on the Austerlitz website, the Wynn Interactive Ltd. website or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary General Meeting, or no later than [●], 2021.

CERTAIN DEFINED TERMS

Unless the context otherwise requires, all references in this proxy statement/prospectus to “we,” “us” or “our” refer to (i) Austerlitz prior to the consummation of the Business Combination and to (ii) the Post-Closing Company following the consummation of the Business Combination.

Definitions

The following terms used in this document have the meaning set forth below:

“Action” means any claim, action, suit, assessment, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) or arbitration.

“Amended and Restated Registration Rights Agreement” means the registration rights agreement to be entered into on the Closing Date by and among the Post-Closing Company, Wynn Parent, the Sponsor, Cannae and certain of the Insiders, in substantially the form attached hereto as Annex D.

“AUS Class A Shares” means Class A ordinary shares, par value $0.0001 per share, of Austerlitz.

“AUS Class B Shares” means Class B ordinary shares, par value $0.0001 per share, of Austerlitz.

“AUS Class C Shares” means Class C ordinary shares, par value $0.0001 per share, of Austerlitz.

“Austerlitz” means Austerlitz Acquisition Corporation I, a Cayman Islands exempted company.

“Austerlitz Board” means the board of directors of Austerlitz.

“Austerlitz IPO” means the initial public offering of Austerlitz, which was consummated on March 2, 2021.

“Austerlitz Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of Austerlitz.

“Austerlitz Parties” means Austerlitz and Merger Sub.

“Austerlitz Public Shares” means AUS Class A Shares purchased in the Austerlitz IPO.

“Austerlitz Public Shareholders” means those Austerlitz Shareholders who hold Austerlitz Public Shares.

“Austerlitz Public Warrants” means each one-fourth of one redeemable warrant purchased in the Austerlitz IPO.

“Austerlitz Shareholder Matters” refers to collectively, (1) the Business Combination Proposal, (2) the Bye-Laws Proposal, (3) the non-binding Governance Proposals, (4) the Share Issuance Proposal, (5) the Adjournment Proposal, (6) the Domestication Proposal, (7) the Director Election Proposal, and (8) the Omnibus Incentive Plan Proposal.

“Austerlitz Shareholders” means the holders of Austerlitz Shares.

“Austerlitz Shareholder Redemption” means Austerlitz Public Shareholder’s election to redeem AUS Class A Shares (effective upon the consummation of the Transactions) in respect of such shares not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Extraordinary General Meeting.

“Austerlitz Shares” means the AUS Class A Shares, AUS Class B Shares and AUS Class C Shares, taken together.

“Austerlitz Units” means the 69,000,000 units offered in the Austerlitz IPO, at $10.00 per unit, with each unit consisting of (i) one AUS Class A Share and (ii) one-fourth of one redeemable Austerlitz Public Warrant.

“Backstop Agreement” means that certain backstop facility agreement, dated as of May 10, 2021, between Austerlitz and Cannae.

“BCA Gaming Approvals” means all licenses, permits, approvals, orders, authorizations, registrations, findings of suitability, determinations of qualification, franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority or under any Gaming Laws that are required to effectuate the Business Combination.

“Bermuda Companies Act” means the Bermuda Companies Act 1981, as amended.

“BetBull” means BetBull Limited, a Malta based corporation.

“Business Combination” means, together, the Domestication and the Merger.

“Business Combination Agreement” means that certain business combination agreement, dated as of May 10, 2021, by and among Merger Sub, the Company and Austerlitz.

“Cannae” means Cannae Holdings, Inc., a Delaware corporation.

“Cannae Backstop” means the backstop agreement by Cannae, as set forth in the Backstop Agreement, to subscribe for up to 69,000,000 AUS Class A Shares, for a purchase price of up to $690,000,000, in order to fund redemptions by the Austerlitz Shareholders in connection with the Business Combination.

“Cayman Islands Companies Act” means the Cayman Islands Companies Act (as revised).

“Closing” means the closing of the Transactions.

“Closing Date” means the date on which the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda.

“Company Board” means the board of directors of the Company.

“Company Class A Shares” means Class A common shares, par value $0.0001 per share, of the Company.

“Company Class B Shares” means Class B common shares, par value $0.0001 per share, of the Company.

“Company Class C Shares” means Class C common shares, par value $0.0001 per share, of the Company.

“Company Class D Shares” means Class D common shares, par value $0.0001 per share, of the Company.

“Company Shares” means the Company Class A Shares, the Company Class B Shares, the Company Class C Shares and the Company Class D Shares, taken together.

“Company Written Consent” means the written resolution of the shareholders of the Company approving the Business Combination Agreement and the consummation of the Transactions.

“Confidentiality Agreement” means that certain Letter Agreement, dated as of April 20, 2021, by and between the Company and Austerlitz.

“Current Company Equityholders” means the holders of Company Shares as of immediately prior to the Effective Time.

“Domestication” means the transfer of Austerlitz by way of continuation from the Cayman Islands to Bermuda and registration as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act.

“Effective Time” means the time that the Merger becomes effective, which time shall be provided for in the certificate of merger and shall be on the Closing Date following the Domestication.

“Expenses Overage” means the amount by which the Austerlitz transaction expenses exceed $34,150,000.

“Extraordinary General Meeting” means the extraordinary meeting of the shareholders of Austerlitz.

“Forward Purchase Agreement” means the forward purchase agreement, dated as of February 25, 2021, between Austerlitz and Cannae Holdings, Inc.

“FNF” means Fidelity National Financial, Inc.

“Founder Share Forfeiture” means the forfeiture by the Sponsor and certain Insiders of up to 3,696,429 AUS Class B Shares and up to 3,696,429 AUS Class C Shares, subject to adjustment as described herein under the heading “Proposal No. 1—The Business Combination Proposal—Related Agreements—Sponsor Agreement” commencing on page [●].

“Gaming Approvals” means all licenses, permits, approvals, orders, authorizations, registrations, findings of suitability, determinations of qualification, franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority or under any Gaming Laws that are required of the Company, its equityholders, officers, directors and employees to operate the business of the Company in accordance with applicable Gaming Laws.

“Gaming Authorities” means any Governmental Authority with regulatory control or jurisdiction over gambling, betting and/or gaming activities and operations (if any).

“Gaming Laws” means all applicable laws, statutes, regulations, bye-laws, subordinate legislation and regulatory policies (including any requirement, standard, guidance, announcement or notice of any Gaming Authority) which are relevant to the Company and its Subsidiaries and which, in each case, have a binding legal effect.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal, including any Gaming Authority.

“Insiders” means William P. Foley, II, Hugh R. Harris, Mark D. Linehan, Erika Meinhardt, Richard N. Massey, Dexter Fowler, David W. Ducommun, Bryan D. Coy, Ryan R. Caswell and Michael L. Gravelle.

“Investor Rights Agreement” means the investor rights agreement to be entered into on the Closing Date by and among the Post-Closing Company, Wynn Investment, the Sponsor and Cannae, in substantially the form attached hereto as Annex C.

“IRS” means the U.S. Internal Revenue Service.

“Merger” means the merger of Merger Sub with and into the Company, with the Company being the surviving company, on the terms and subject to the conditions set forth in the Business Combination Agreement.

“Merger Sub” means Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct, wholly owned subsidiary of Austerlitz.

“Omnibus Incentive Plan” means the Wynn Interactive Limited 2021 Omnibus Incentive Plan.

“Post-Closing Company” or “WBET” means Wynn Interactive Limited, a Bermuda exempted company limited by shares (f/k/a Austerlitz), from and after the Effective Time.

“Requisite Gaming Approvals” means all BCA Gaming Approvals issued (or required to be issued) by any Gaming Authority to Austerlitz, the Company or any of their respective Subsidiaries or any of their respective officers, directors or employees, in each case which are necessary to operate the business of the Company in accordance with applicable Gaming Laws.

“RRA Parties” means the Sponsor, certain equityholders of the Company, and certain other parties signatory to the Registration Rights Agreement.

“Sponsor” means Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership.

“Sponsor Agreement” means that certain amended and restated sponsor agreement, dated as of May 10, 2021, by and among Austerlitz, Sponsor, Cannae, the Insiders and the Company.

“Sponsor Persons” means Cannae together with certain Insiders and the Sponsor.

“Subsidiaries” means with respect to a person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“Transaction Agreements” means the Business Combination Agreement, the Amended and Restated Registration Rights Agreement, the Investor Rights Agreement, the Sponsor Agreement, the Backstop Agreement, the Company Support Agreement, the WBET Bye-Laws and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transactions” means the transactions contemplated by the Business Combination Agreement, including the Business Combination.

“Trust Account” means that certain U.S.-based trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee, following the closing of the Austerlitz IPO.

“WBET” means the “Post-Closing Company”.

“WBET Board” means the board of directors of WBET.

“WBET Bye-Laws” means the proposed bye-laws of the Post-Closing Company, in substantially the form attached hereto as Annex B.

“WBET Class A Shares” means Class A common shares, par value $0.0001 per share, of the Post-Closing Company.

“WBET Class C Shares” means Class C common shares, par value $0.0001 per share, of the Post-Closing Company.

“WBET Class V Shares” means Class V common shares, par value $0.0001 per share, of the Post-Closing Company.

“WBET Memorandum of Continuance” means the memorandum of continuance of WBET.

“WBET Organizational Documents” means the WBET Bye-Laws and the WBET Memorandum of Continuance.

“WBET Shares” means the WBET Class A Shares, WBET Class C Shares and WBET Class V Shares, taken together.

“WBET Warrants” means the public warrants following of the Post-Closing Company.

“WIL” means the Company.

“WR Loan” means, collectively, each promissory note, if any, entered into after the date hereof but prior to the Closing pursuant to which Wynn Parent has the ability to fund the operations of the Company prior to the Closing in the form of a loan bearing interest at the applicable federal rate (as determined under Section 1274(d) of the Code (as defined below)) and that is to be repaid by the Company at Closing

“Wynn Investment” means WSI Investment, LLC, a Nevada limited liability company.

“Wynn Parent” means Wynn Resorts, Limited, a Nevada corporation.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes market and industry data and forecasts that the Company has derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and the Company’s internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although Austerlitz is responsible for all of the disclosure contained in this proxy statement/prospectus and believes that these third-party sources are reliable, neither Austerlitz nor the Company can guarantee the accuracy or completeness of this information, and neither Austerlitz nor the Company has independently verified this information. Some market data and statistical information are also based on the Company’s good faith estimates, which are derived from Company management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement/prospectus, including the size of certain markets and the Company’s size or position and the positions of the Company’s competitors within these markets, including the Company’s offerings relative to its competitors, are based on estimates of the Company’s management. These estimates have been derived from Company management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, the Company’s customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which the Company operates and have not been verified by independent sources. Unless otherwise noted, all of the Company’s market share and market position information presented in this proxy statement/prospectus are an approximation. The Company’s market share and market position in each of its lines of business, unless otherwise noted, is based on the Company’s revenue relative to the estimated revenue in the markets it served. References herein to the Company being a leader in a market or product category refer to the Company’s belief that it has a leading market share position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on the Company’s internal analysis of its operations as compared to the Company’s estimates of the operation of its competitors.

The Company’s internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which the Company operates and Company management’s understanding of industry conditions. Although the Company believes that such information is reliable, the Company has not had this information verified by any independent sources. The estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to the Company and to WBET Following the Business Combination” and elsewhere in this proxy statement/prospectus.

TRADEMARKS AND SERVICE MARKS

Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance, business strategies or expectations for our business, and the timing and ability of Austerlitz and the Company to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

•

our ability to consummate the Business Combination;

•

the benefits of the Business Combination;

•

the future financial and operational performance of, and anticipated financial impact on, WBET following the Business Combination; and

•

expansion plans and opportunities.

Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Austerlitz and the Company managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Austerlitz, the Company and their respective directors, officers and affiliates. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page [●] of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing Austerlitz’s or the Company’s views as of any subsequent date. Neither Austerlitz nor the Company undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Austerlitz Shareholders should not place undue reliance on these forward-looking statements in deciding how to vote (or instruct the voting of) their shares in connection with the Business Combination. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•

the outcome of any known or unknown litigation or regulatory proceedings, including legal proceedings that may be instituted against Austerlitz or the Company following announcement of the proposed Business Combination;

•

the inability to complete the Business Combination, including due to the failure to obtain approval from Austerlitz Shareholders of the Required Austerlitz Proposals, or the failure to meet any other conditions to closing in the Business Combination Agreement;

•

Austerlitz has no operating history and may not attain profitable operations and the management may not succeed in achieving Austerlitz’ business objectives;

•

Austerlitz did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination;

•

the results of operations of the Post-Closing Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus;

•

the amount of redemptions made by Austerlitz Shareholders;

•

the inability to maintain the listing of the AUS Class A Shares on the NYSE or the failure to receive approval to list WBET Class A Shares on the NYSE or NASDAQ following the Business Combination;

•

the risk that the proposed Business Combination disrupts the plans and operations of Austerlitz or the Company as a result of the announcement and consummation of the Transactions described herein;

•

the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of WBET to grow and manage growth profitably and retain its key employees;

•

changes in applicable laws or regulations;

•

costs related to the Business Combination;

•

the inability of WBET to develop and maintain effective internal controls;

•

the COVID-19 pandemic and future outbreak of any other highly infectious or contagious disease, including the global economic uncertainty and measures taken in response;

•

the possibility that WBET may be adversely affected by other economic, business or competitive factors;

•

risks associated with WBET’s international operations;

•

risks associated with competition with WBET’s competitors and WBET’s failure to apply and develop new technologies as quickly as WBET’s competitors;

•

risks associated with changes in regulations that could have an adverse effect on WBET’s business;

•

the inability to adequately protect key intellectual property rights or proprietary technology;

•

the diversion of management’s attention and consumption of resources as a result of the proposed Business Combination or any potential acquisitions of other companies;

•

risks associated with past and prospective acquisitions, including the failure to successfully integrate operations, personnel, systems, technologies and products of the acquired companies, adverse tax consequences of acquisitions, greater than expected liabilities of the acquired companies and charges to earnings from acquisitions;

•

failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•

cyber attacks and security vulnerabilities and other significant disruptions in WBET’s information technology systems and networks that could expose WBET to legal liability, impair its reputation or negative effect on WBET’s results of operations;

•

the potential for conflicts of interest arising out of any of WBET’s executive officers and members of WBET Board allocating their time to other businesses, including Wynn Parent, and not exclusively to WBET, and that Bermuda law does not require that directors present potential business opportunities to WBET, if such opportunities do not arise in the course of the directors acting as directors of WBET;

•

the possibility of a decline in economic activity that could impact WBET’s results of operations;

•

the inability to obtain or maintain Requisite Gaming Approvals and/or certain other Gaming Approvals; and

•

other risks and uncertainties indicated in this proxy statement prospectus, including those set forth under the section entitled “Risk Factors.”

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented, including with respect to the proposed Business Combination. The following questions and answers do not include all of the information that is important to Austerlitz Shareholders. Austerlitz Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and Annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Austerlitz Extraordinary General Meeting and the Business Combination

Q. Why am I receiving this proxy statement/prospectus?

A. Austerlitz Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, (i) Austerlitz will transfer by way of continuation from the Cayman Islands to Bermuda and register as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”), upon which time Austerlitz will change its name to “Wynn Interactive Limited” and (ii) Merger Sub will merge with and into the Company (the “Merger”, and together with the Domestication, the “Business Combination”), with the Company being the surviving company of the Merger. See the section titled “Proposal No. 1—The Business Combination Proposal” commencing on page [●] for further information.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

In connection with the Domestication, on the Closing Date prior to the Effective Time, each issued and outstanding AUS Class A Share, AUS Class B Share and AUS Class C Share will be converted into WBET Shares. See the section titled “Proposal No. 6—The Domestication Proposal” commencing on page [●] for further information.

The provisions of the WBET Bye-Laws will differ in certain material respects from the Austerlitz Organizational Documents. See “—What amendments will be made to the current constitutional documents of Austerlitz?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q. What proposals are shareholders of Austerlitz being asked to vote upon?

A. At the Extraordinary General Meeting, Austerlitz is asking shareholders to consider and vote upon eight (8) separate proposals:

•

(1) The Business Combination Proposal: a proposal to approve and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby;

•

(2) The Bye-Laws Proposal: a proposal to approve the WBET Bye-Laws;

•

(3) The Non-Binding Governance Proposal: the proposals to approve certain governance provisions in the WBET Bye-Laws, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis;

•

(4) The Share Issuance Proposal: a proposal to approve for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of ordinary shares of Austerlitz in connection with the consummation of the transactions contemplated by the Business Combination Agreement;

•

(5) The Adjournment Proposal: a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting;

•

(6) The Domestication Proposal: a proposal to approve the Domestication; and

•

(7) The Director Election Proposal: a proposal to approve and adopt the election of nine director nominees.

•

(8) The Omnibus Incentive Plan Proposal: a proposal to approve and adopt the Omnibus Incentive Plan.

The approval of each of the Domestication Proposal and the Bye Laws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, the Director Election Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination, only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Domestication Proposal and the Director Election Proposal.

Proposals 1, 2, 4 and 6 are, collectively, the Required Austerlitz Proposals. If our shareholders do not approve each of the Required Austerlitz Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement may be terminated and the Business Combination may not be consummated.

For more information, see the sections titled “Proposal No. 1—The Business Combination Proposal,” “Proposal No. 2—The Bye-Laws Proposal,” “The Proposal No. 3—Non-Binding Governance Proposal,” “The Proposal No. 4— Share Issuance Proposal,” “Proposal No. 5—The Adjournment Proposal,” “Proposal No. 6—The Domestication Proposal,” “Proposal No. 7—The Director Election Proposal,” and “Proposal No. 8—The Omnibus Incentive Plan Proposal.”

Austerlitz will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of Austerlitz should read it carefully.

After careful consideration, the Austerlitz Board has determined that (1) the Business Combination Proposal, (2) the Bye-Laws Proposal, (3) the Non-Binding Governance Proposals (4) the Share Issuance Proposal, (5) the Adjournment Proposal, (6) the Domestication Proposal (7) the Director Election Proposal, and (8) the Omnibus Incentive Plan Proposal and are in the best interests of Austerlitz and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Austerlitz’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Austerlitz and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Austerlitz’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Proposal No. 1—The Business Combination Proposal—Interests of Austerlitz’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q. Why is Austerlitz proposing the Business Combination?

A. Austerlitz is a blank check company incorporated on December 21, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Austerlitz’s efforts to identify a prospective target were not limited to any particular industry, it focused on identifying a prospective target business in financial technology or information and business services, which acts as an essential utility to industries that are core to the economy.

Austerlitz has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. Austerlitz has sought to acquire companies that: have the opportunity to become an industry utility with a defensible market position that can benefit from Mr. Foley’s leadership and guidance; are at a critical strategic inflection point, such as requiring additional management expertise or access to capital to launch a new phase of growth or corporate/business model evolution; exhibit unrecognized value or other characteristics that Mr. Foley can optimize over the long-run to produce outsized investor returns; exhibit desirable returns on capital and a need for capital to achieve the company’s growth strategy, which we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, similar to Mr. Foley’s historical achievements, having realized large investment successes with minimal failures of meaningful size; and have been materially impacted by possible current market dislocations but are fundamentally sound businesses whose products and/or services are necessary to the continuing function of a core economic industry or service.

Based on its due diligence investigations of the Company and the industry in which it operates, including the financial and other information provided by the Company in the course of negotiations, the Austerlitz Board believes that the Company meets the criteria and guidelines listed above. However, there is no assurance of this. See the section titled “Proposal No. 1—The Business Combination Proposal—The Austerlitz Board’s Reasons for the Business Combination.”

Although the Austerlitz Board believes that the Business Combination with the Company presents a unique business combination opportunity and is in the best interests of Austerlitz and its shareholders, the Austerlitz Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections titled “Proposal No. 1—The Business Combination Proposal—The Austerlitz Board’s Reasons for the Business Combination” commencing on page [•] for further information and “Risk Factors-Risks Related to the Business Combination and Austerlitz” commencing on page [•] for further information.

Q. Did the Austerlitz Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. No. The Austerlitz Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of Austerlitz have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Austerlitz’s financial and other advisors regarding the market opportunity, current landscape, growth plans and regulatory structure of Austerlitz, enabled them to perform the necessary analyses and make determinations regarding the Business Combination. As a result, Austerlitz Shareholders will be relying solely on the judgment of the Austerlitz Board, taking into account the information and advice received from Austerlitz management, in valuing the Company’s business, and assuming the risk that the Austerlitz Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of Austerlitz Shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash. See the sections titled “Proposal No. 1—Business Combination Proposal—Background to the Business Combination” and “Proposal No. 1—The Austerlitz Board’s Reasons for the Business Combination” commencing on page [●] for further information.

Q. What will Current Company Equityholders receive in return for the Business Combination with Austerlitz?

A. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, the consideration to be paid to the Current Company Equityholders will be, in the aggregate, a number of WBET Class A Shares and WBET Class V Shares (the “Merger Consideration”) equal to (a) the quotient obtained by dividing (i) the agreed company equity value of $3,000,000,000 by (ii) ten dollars ($10.00), minus (b) a number equal to the nearest whole number (rounded up or down, as applicable) obtained by multiplying (i) the number of WBET Class A Shares purchased by Cannae pursuant to the Backstop Agreement divided by sixty-nine million (69,000,000), by (ii) 3,696,429; provided that in no event will the number of shares deducted pursuant to clause (b) exceed 3,696,429. The Company will have the right to determine the allocation of the aggregate equity consideration with respect to the Current Company Equityholders (including Wynn Parent) as between WBET Class A Shares and WBET Class V Shares (including the determination that the aggregate equity consideration may consist solely of WBET Class V Shares). The Company will give all Current Company Equityholders WBET Class V Shares unless a Current Company Equityholder requests delivery of a WBET Class A Share and agrees to a twelve-month post-closing contractual lock-up. The Company does not currently expect any Current Company Equityholder to request WBET Class A Shares. The WBET Class A Shares are voting and economic interests in the Company and will be entitled to one vote per share. The WBET Class V Shares are voting and economic interests in the Company and will be entitled to ten votes per share. The allocation between WBET Class A Shares and WBET Class V Shares will therefore have an impact on the voting power of the shareholders of WBET, including Austerlitz Public Shareholders, following the Business Combination. Allocation of WBET Class V Shares will dilute the voting power of the shareholders of WBET, other than the Current Company Equityholders receiving such Class V Shares.

The Current Company Equityholders will not receive any of the WBET Class C Shares, which will be held solely by Sponsor and certain Sponsor Persons. As of the date of this proxy statement/prospectus, there are 14,785,715 AUS Class C Shares issued and outstanding, which are held solely by Sponsor and certain Sponsor Persons, and will be converted into WBET Class C Shares (subject to the Class C Forfeiture, as defined below) on a one-for-one basis on the Closing Date.

At the Effective Time, the Company Shares will be converted into the right to receive, in the aggregate, the Merger Consideration.

At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holder thereof, option to acquire Company Shares under the existing Company equity plan (whether vested or unvested) that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time shall be substituted with an option, granted under the Omnibus Incentive Plan to acquire (i) a number of WBET Class A Shares equal to the product of (A) the number of Company Shares subject to such option, multiplied by (B) the Exchange Ratio (as defined in the following sentence), (ii) at an exercise price per WBET Class A Share (rounded to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per Company Share applicable to such option by (B) the Exchange Ratio. The Exchange Ratio means a fraction (i) the numerator of which is the Merger Consideration and (ii) the denominator of which is the number of Company Shares issued and outstanding immediately prior to the Effective Time.

Q. How will the Post-Closing Company be managed following the Business Combination?

A. Following the Closing, it is expected that the current management of the Company will become the management of WBET, and the WBET Board will consist of nine (9) directors, which will be divided into three classes (Class I, II and III) with each class initially consisting of three (3) directors. See the section titled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Investor Rights Agreement” commencing on page [●] below for additional information and a summary of the WBET Board following the Effective Time.

Pursuant to the Business Combination Agreement, the WBET Board is anticipated to initially be comprised of nine directors as follows: (i) one director designated by Sponsor (the “Sponsor Director”), (ii) five directors

designated by Wynn Investment (each, a “Wynn Director”), and (iii) three directors designated by the Company after consultation with Austerlitz (each, a “Initial Independent Director”), each of whom will be an independent director under applicable SEC and the rules of the national securities exchange on which WBET’s securities are listed. See the section titled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Investor Rights Agreement” commencing on page [●] for further information.

Q. What equity stake will current Austerlitz Shareholders and Current Company Equityholders hold in WBET immediately after the consummation of the Business Combination?

A. As of the date of this proxy statement/prospectus, there are 98,571,430 Austerlitz Shares issued and outstanding, which includes 69,000,000 AUS Class A Shares, 14,785,715 AUS Class B Shares, and 14,785,715 AUS Class C Shares. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the issuance of the Merger Consideration in connection with the Business Combination and assuming that none of Austerlitz’s outstanding Austerlitz Public Shares are redeemed in connection with the Business Combination), Austerlitz’s share capital would be 80,089,286 Austerlitz Shares (excluding the potential dilutive effect of the 14,785,715 AUS Class C Shares and exercise of Austerlitz Public Warrants and Private Placement Warrants).

The following tables illustrate varying ownership levels in WBET Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Austerlitz Public Shareholders and the following additional assumptions: (i) under the No Redemptions scenario, 300.0 million WBET Shares are issued to the Current Company Equityholders at Closing, which would be the number of WBET Shares issued to these holders assuming No Redemptions; (ii) under the Maximum Redemptions scenario, 296.3 million WBET Shares are issued to the Current Company Equityholders at Closing, which would be the number of WBET Shares issued to these holders assuming Maximum Redemptions; and (iii) no options to purchase WBET Shares outstanding as of [●], 2021 have been exercised. Based on these assumptions, there would be approximately 380.1 million WBET Shares outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in WBET will be different.

The following tables present ownership percentages in WBET assuming the exclusion or inclusion of certain dilutive securities (together, the “Dilutive Securities”), which include:

(i)

39,402,737 WBET Class V Shares under the No Redemptions scenario and 38,917,239 WBET Class V Shares under the Maximum Redemptions scenario, which represent vested and unvested options of the Company that are rolled over pursuant to the Business Combination Agreement;

(ii)

17,250,000 AUS Class A Shares subject to the Austerlitz Public Warrants;

(iii)

10,533,333 AUS Class A Shares subject to the Private Placement Warrants; and

(iv)

11,089,286 AUS Class C Shares under the No Redemptions scenario and 14,785,715 AUS Class C Shares under the Maximum Redemptions scenario that convert into WBET Class C Shares in connection with the Closing, and which subsequently convert into WBET Class A Shares at the earlier of (i) a time after the completion of the Business Combination in which the last reported sale price of WBET Class A Shares for any 20 trading days within a 30-trading day period equals or exceeds $15.25 if occurring before the third anniversary of the Business Combination, $23.00 if occurring before the sixth anniversary of the Business Combination or $35.00 if occurring before the ninth anniversary of the Business Combination, and (ii) subsequent to the completion of the Business Combination, the date on which Austerlitz completes a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of its public shareholders having the right to exchange their WBET Class A Shares for cash, securities or other property, in each case, on a one-for-one basis, subject to adjustment.

Scenario 1 — Excluding Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders		18.15%		0%
Sponsor (and certain Sponsor Persons)⁽²⁾		2.92%		3.89%
Cannae⁽³⁾		0%		18.15%
Current Company Equityholders		78.93%		77.96%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)

(3)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

Scenario 2 — Including Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders⁽²⁾		18.82%		3.74%
Sponsor (and certain Sponsor Persons)⁽³⁾		7.14%		8.69%
Cannae⁽⁴⁾		0%		14.95%
Current Company Equityholders⁽⁵⁾		74.04%		72.62%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)	Includes the 17,250,000 AUS Class A Shares subject to the Austerlitz Public Warrants.

(3)

Includes the 11,089,286 AUS Class B Shares under the No Redemptions scenario held by the Sponsor and certain Sponsor Persons (including 18,750 AUS Class B Shares held by each of Dexter Fowler, Hugh R. Harris, Mark D. Linehan, and Erika Meinhardt), and 14,785,715 AUS Class B Shares under the Maximum Redemptions scenario held by the Sponsor and certain Sponsor Persons (including 25,000 AUS Class B Shares held by each of Dexter Fowler, Hugh R. Harris, Mark D. Linehan, and Erika Meinhardt) which shall be subject to the Class B Forfeiture (as defined below). Includes 11,089,286 AUS Class C Shares under the No Redemptions scenario and 14,785,715 AUS Class C Shares under the Maximum Redemptions scenario held by the Sponsor and certain Sponsor Persons that convert into WBET Class C Shares in connection with the Closing, where the subsequent conversion of such WBET Class C Shares to WBET Class A Shares following the Closing is subject to certain earnout conditions; if such earnout conditions are not met before the ninth anniversary of Closing, such WBET Class C Shares shall be returned for cancellation. Includes 10,533,333 AUS Class A Shares subject to the Private Placement Warrants, under each of the No Redemptions and Maximum Redemptions scenarios.

(4)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

(5)	Includes 39,402,737 and 38,917,239 vested and unvested options of the Company under the No Redemptions and Maximum Redemptions scenarios, respectively, that are rolled over and converted to WIL Replacement Options pursuant to the Business Combination Agreement.

For further details, see “Proposal No. 1—The Business Combination Proposal—Consideration to the Company Equityholders in the Business Combination.”

Q. Why is Austerlitz proposing the Domestication?

A. The Austerlitz Board believes that there are significant advantages to Austerlitz that will arise as a result of a change of domicile to Bermuda. Further, Austerlitz Board believes that any direct benefit that the Bermuda Companies Act provides to a company also indirectly benefits its shareholders, who are the owners of the corporation. The Austerlitz Board believes that there are several reasons why a continuance in Bermuda is in the best interests of Austerlitz and its shareholders. Each of the foregoing are discussed in greater detail in the section titled “Proposal No. 6—Domestication Proposal-Reasons for the Domestication” commencing on page [●] for further information.

To effect the Domestication, Austerlitz will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file with the Registrar of Companies in Bermuda a memorandum of continuance, together with the necessary accompanying documents, and making all filings required to be made with the Cayman Islands Registrar of Companies and the Registrar of Companies in Bermuda to effect the Domestication. If approved, the Domestication will occur on the Closing Date prior to the consummation of the Business Combination.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the proposal. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination, only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Domestication Proposal.

Q. What amendments will be made to the current constitutional documents of Austerlitz?

A. In addition to voting on the Business Combination, Austerlitz Shareholders also are being asked to consider and vote upon proposals to replace the Austerlitz Organizational Documents, under Cayman Islands law with the WBET Organizational Documents under Bermuda (the Bye-Laws Proposal) and to approve certain governance provision in the WBET Bye-Laws, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis (the Non-Binding Governance Proposals). See the section titled “Proposal No. 3—The Non-Binding Governance Proposals” commencing on page [●] for details.

Q. How will the Domestication affect my Austerlitz Shares?

A. The Domestication will result in, among other things, the following, each of which will occur on the Closing Date in connection with the Domestication prior to the Effective Time on the Closing Date:

•

each issued and outstanding AUS Class A Share will be converted into one WBET Class A Share;

•

each issued and outstanding AUS Class B Share will be converted into one WBET Class A Share (subject to the Class B Forfeiture);

•

each issued and outstanding AUS Class C Share will be converted into one WBET Class C Share (subject to the Class C Forfeiture); and

•

the Austerlitz Organizational Documents will be amended and restated with the WBET Organizational Documents as described in this proxy statement/prospectus and Austerlitz’s name will change to “Wynn Interactive Limited”.

See the section titled “Proposal No. 6—The Domestication Proposal” commencing on page [●] for further details regarding the Domestication.

Q. How will the Domestication affect my Austerlitz Public Warrants?

A. The Domestication will result in, the conversion of Austerlitz Public Warrants into WBET Warrants exercisable for WBET Shares in accordance with their terms and the Business Combination Agreement.

Q. Do I have redemption rights?

A. If you are a holder of Austerlitz Shares, you have the right to request that we redeem all or a portion of your Austerlitz Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Austerlitz Public Shareholders may elect to redeem all or a portion of the Austerlitz Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “—How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Austerlitz Public Shareholder, together with any affiliate of such Austerlitz Public Shareholder or any other person with whom such Austerlitz Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Austerlitz Public Shares with respect to more than an aggregate of 15% of the Austerlitz Public Shares. Accordingly, if a Austerlitz Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the aggregate number of Austerlitz Public Shares that were issued as part of the Austerlitz Units in connection with the Austerlitz IPO, without the consent of Austerlitz, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor Persons have agreed to waive their redemption rights with respect to all of their AUS Class A Shares in connection with the consummation of the Business Combination.

Q. How do I exercise my redemption rights?

A. If you are a holder of AUS Class A Shares and wish to exercise your right to have your AUS Class A Shares redeemed, you must:

•

submit a written request to Continental Stock Transfer & Trust Company, Austerlitz’s transfer agent at: Attention: Mark Zimkind, 1 State Street, 30th Floor, New York, New York 10004; or at mzimkind@continentalstock.com, in each case no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the Extraordinary General Meeting), in which you (a) request that Austerlitz redeem all or a portion of your AUS Class A Shares for cash in connection with the Business Combination and (b) identify yourself as the beneficial holder of the shares and provide your legal name, phone number and address; and

•

deliver your shares, either physically or electronically using Depository Trust Company’s (“DTC”) DWAC System, to Continental Stock Transfer & Trust Company no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the Extraordinary General Meeting).

The address for Continental Stock Transfer & Trust Company, Austerlitz’s transfer agent, is: 1 State Street, 30th Floor, New York, New York 10004.

Austerlitz Shareholders who hold their shares in street name will have to coordinate with their broker to have their shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed and will not be converted into cash.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. Austerlitz’s transfer agent will typically charge the tendering broker a fee of approximately $100 and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed Business Combination is not consummated, shares will not be redeemed and this may result in an additional cost to shareholders for the return of their shares.

Any request by an Austerlitz Public Shareholder to have their shares redeemed may be withdrawn at any time up to two business days prior to the vote on the Business Combination Proposal at the Extraordinary General Meeting. If an Austerlitz Public Shareholder delivers any shares for redemption and later decides prior to the Extraordinary General Meeting that it does not want to have such shares redeemed, the shareholder may request that Austerlitz consent to the return of its shares. Such a request must be made by contacting Continental Stock Transfer & Trust Company, Austerlitz’s transfer agent, at the phone number, email, or address set out elsewhere in this proxy statement/prospectus.

See the section titled “Extraordinary General Meeting of Austerlitz Shareholders—Redemption Rights” commencing on page [●] for further details regarding the exercise of redemption rights by the Austerlitz Shareholders.

Holders must complete the procedures for electing to redeem their Austerlitz Public Shares in the manner described above no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the Extraordinary General Meeting) in order for their shares to be redeemed.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

A. Subject to the “passive foreign investment company” rules described below under “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders,” it is expected that a U.S. Holder (as defined in the section titled “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its AUS Class A Shares generally will be treated as selling such AUS Class A Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of AUS Class A Shares that such U.S. Holder owns or is deemed to own (including potentially through the ownership of warrants or other constructive ownership) prior to and following the redemption. For more information on the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—Effects to U.S. Holders of Exercising Redemption Rights on their AUS Class A Shares.”

Additionally, because the Domestication will occur immediately prior to the redemption of holders exercising redemption rights, holders exercising redemption rights will be subject to the potential tax consequences of the Domestication.

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q. What are the U.S. federal income tax consequences of the Business Combination, including the Domestication, to U.S. holders of AUS Class A Shares and Austerlitz Public Warrants?

A. As described more fully under “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders,” and subject to the “passive foreign investment company” rules described therein, it is intended that the Domestication constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal

Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in the section titled “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders”) of AUS Class A Shares and Austerlitz Public Warrants should not recognize gain or loss on the exchange of AUS Class A Shares or Austerlitz Public Warrants for WBET Class A Shares or WBET Warrants, respectively, in the Domestication.

The tax consequences of the Domestication will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For more information on the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—Effects of the Domestication to U.S. Holders.”

Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A. Following the closing of our initial public offering, an amount equal to $690,000,000 of the net proceeds from our initial public offering, the sale of the private placement shares and the exercise in full by our underwriters of their over-allotment option was placed in the Trust Account. As of June 30, 2021, funds in the Trust Account totaled approximately $690,000,000. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the Austerlitz Public Shares if we are unable to complete a business combination by March 2, 2023, subject to applicable law.

Q. What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A. The Austerlitz Public Shareholders are not required to vote “FOR” or “AGAINST” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Austerlitz Public Shares are reduced as a result of redemptions by Austerlitz Public Shareholders. In connection with the signing of the Business Combination Agreement, Austerlitz and Cannae entered into the Backstop Agreement whereby Cannae has agreed, subject to the other terms and conditions included therein, on the Closing Date (immediately prior to the Closing and prior to the Domestication), to subscribe for AUS Class A Shares in order to fund redemptions by shareholders of Austerlitz in connection with the Business Combination, in an amount of up to $690,000,000 (the “Cannae Backstop”).

In no event will Austerlitz or WBET redeem Austerlitz Public Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the Cannae Backstop or if we would not have funds legally available therefor.

Additionally, as a result of redemptions, the trading market for the WBET Shares may be less liquid than the market for the Austerlitz Public Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NASDAQ or another national securities exchange.

Q. What conditions must be satisfied to complete the Business Combination?

A. The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, written waiver by all of the parties to the Business Combination Agreement of the following conditions, among other things:

•

the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•

receipt of the Requisite Gaming Approvals;

•

no governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force;

•

Austerlitz having at least $5,000,001 of net tangible assets as of the closing of the Business Combination;

•

receipt of the approval of each of the other Required Austerlitz Proposals at the Extraordinary General Meeting;

•

this proxy statement/prospectus becoming effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to this proxy statement/prospectus, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

•

that (i) the AUS Class A Shares and Austerlitz Public Warrants shall continue to be listed on the NYSE as of immediately prior to the Closing and the WBET Shares to be issued in connection with the Transactions or that may become issuable following the Transactions pursuant to the terms of any Transaction Agreement shall have been approved for listing on NYSE, subject only to official notice of issuance thereof, or (ii) the AUS Class A Shares and Austerlitz Public Warrants shall be approved for listing on NASDAQ such that the WBET Shares and Austerlitz Public Warrants issued and outstanding prior to Closing and the AUS Class A Shares to be issued in connection with the Transactions or that may become issuable following the Transactions pursuant to the terms of any Transaction Agreement shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof; and

•

customary bring down conditions related to the parties’ respective representations, warranties and pre-Closing covenants in the agreement and a delivery of certificates with respect thereto.

The obligations of the Austerlitz Parties to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by Austerlitz of the following further conditions, among other things:

•

the Company delivering to Austerlitz executed counterparts to each of the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement duly executed by the applicable holders of Company Shares party thereto;

•

the Company Written Consent having been obtained and delivered to Austerlitz by holders of the requisite majority of the Company Shares; and

•

there having been no material adverse event.

The obligation of the Company to consummate or cause to be consummated the Transactions is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the Company, among other things:

•

Austerlitz delivering to the Company executed counterparts to each of the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement as well as the counterparts to each of the foregoing to be entered into by the Sponsor or Cannae (and their respective equityholders, to the extent party thereto), duly executed by the applicable parties thereto; and

•

the Domestication having been consummated on the Closing Date prior to the Effective Time, including delivery to the Company a copy of the certificate of continuation issued by the Registrar in relation thereto.

For more information about conditions to the consummation of the Business Combination, see the section titled “Proposal No. 1—The Business Combination Proposal—Conditions to Closing of the Business Combination” commencing on page [●] for further information.

Q. When do you expect the Business Combination to be completed?

A. It is currently expected that the Business Combination will be consummated by the end of 2021. This date depends, among other things, on the approval of the proposals to be put to Austerlitz Shareholders at the Extraordinary General Meeting and the Requisite Gaming Approvals. However, such Extraordinary General Meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the Extraordinary General Meeting and we elect to adjourn the Extraordinary General Meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Austerlitz Shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Austerlitz Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting, or (B) in order to solicit additional proxies from Austerlitz Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting. For a description of the conditions for the completion of the Business Combination, see the section titled “Proposal No. 1—The Business Combination Proposal—Conditions to Closing of the Business Combination” commencing on page [●] for further information.

Q. What happens if the Business Combination is not consummated?

A. Austerlitz will not complete the Domestication or consummate the Business Combination unless all conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement.

If Austerlitz is not able to consummate the Business Combination with the Company nor able to complete another business combination by March 2, 2023, in each case, as such date may be extended pursuant to the Austerlitz Organizational Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Austerlitz Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest if such funds are held in an interest-bearing account (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Austerlitz Public Shares, which redemption will completely extinguish Austerlitz Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Austerlitz Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

Q. Do I have appraisal rights in connection with the proposed Merger and the proposed Domestication?

A. Austerlitz Shareholders have no appraisal rights in connection with the Merger or the Domestication under the Cayman Islands Companies Act or under the Bermuda Companies Act.

Q. What do I need to do now?

A. We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Austerlitz Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote?

A. If you are a holder of record of Austerlitz Shares as of the Record Date, you may vote your shares (a) in person at the Extraordinary General Meeting or electronically during the Extraordinary General Meeting by

visiting the Extraordinary General Meeting website at: [●] or (b) by signing and returning the enclosed proxy card for the Extraordinary General Meeting. The Extraordinary General Meeting will be held in person and also conducted via live webcast on the Internet. Austerlitz Shareholders of record that do not attend in person can elect to attend the Extraordinary General Meeting virtually and vote electronically during the meeting by visiting the virtual meeting website at [●] and entering the control number included on their proxy card.

If you hold your shares beneficially in “street name” through a bank, broker or other nominee you will need to (a) provide the broker, bank or nominee with instructions as to how to vote your shares or (b) if you wish to attend the meeting and vote, obtain a specific control number and further instructions from your bank, broker or nominee. You should contact your bank, broker or nominee for further instructions and to ensure that votes related to the shares that you beneficially own are properly cast.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. We believe that all of the proposals to be voted on at the Extraordinary General Meeting will be considered “non-routine” matters under the applicable rules of the various securities exchanges. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Extraordinary General Meeting without your instruction.

Additionally, because all of the proposals to be voted on at the Extraordinary General Meeting are “non-routine” matters, Austerlitz does not expect there to be any broker non-votes at the Extraordinary General Meeting. A broker non-vote occurs when a bank, broker or nominee has discretionary authority to vote on one or more “routine” proposals at a meeting, but does not receive instruction to vote on a “non-routine” proposal at the same meeting.

Q. When and where will the Extraordinary General Meeting be held?

A. The Extraordinary General Meeting will be held on [●], 2021, at [●], Eastern Time, at [●]. Cayman Islands law requires there be a physical location for the meeting. However, given the ongoing global pandemic the Extraordinary General Meeting will also be conducted via live webcast. Austerlitz Shareholders will be able to attend the Extraordinary General meeting remotely, vote and submit questions during the extraordinary general meeting by visiting [●] and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Austerlitz Shareholders and Austerlitz, and protect the health and safety of our shareholders. The virtual meeting format allows attendance from any location in the world.

Q. Can I attend the Extraordinary General Meeting in person?

A. Yes. Austerlitz Shareholders will be able to attend the Extraordinary General Meeting in person, which will be held on [●], 2021, at [●], Eastern Time, at [●]. However, given the global pandemic, Austerlitz will also be hosting the Extraordinary General Meeting remotely via live webcast on the Internet and Austerlitz Shareholders will also be able to attend the Extraordinary General Meeting remotely.

Austerlitz Shareholders who elect to attend the Extraordinary General Meeting remotely may vote their shares electronically during the Extraordinary General Meeting by visiting the virtual meeting website at [•] and entering the control number included on their proxy card. See the question below titled “—How do I vote?” for additional information on how to vote your shares at the Extraordinary General Meeting.

Q. Will shareholders of Austerlitz be able to ask questions during the Extraordinary General Meeting?

A. Austerlitz Shareholders of record can attend the Extraordinary General Meeting and ask questions about the Business Combination in person, or by visiting the virtual meeting website at [●] and entering the control number included on their proxy card.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided by your bank, broker or nominee and obtain a control number in order to attend the Extraordinary General Meeting.

Q. Who is entitled to vote at the Extraordinary General Meeting?

A. We have fixed [●], 2021 as the Record Date for the Extraordinary General Meeting. If you were a shareholder of Austerlitz at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting for which you are entitled to vote in accordance with the Austerlitz Organizational Documents.

Q. How many votes do I have?

A. Austerlitz Shareholders are entitled to one vote at the Extraordinary General Meeting for each Austerlitz Share held of record as of the Record Date for each matter that such shareholder is entitled to vote on in accordance with the Austerlitz Organizational Documents. As of the close of business on the Record Date for the Extraordinary General Meeting, there were [●] Austerlitz Shares issued and outstanding, of which [●] were issued and outstanding Austerlitz Public Shares.

Q. What constitutes a quorum?

A. A quorum of Austerlitz Shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are in attendance in person, via the virtual meeting website, and/or represented by proxy at the Extraordinary General Meeting. As of the Record Date for the Extraordinary General Meeting, [●] Austerlitz Shares would be required to achieve a quorum.

Q. What vote is required to approve each proposal at the Extraordinary General Meeting?

A. The following votes are required for each proposal at the Extraordinary General Meeting:

•

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

•

Bye-Laws Proposal: The approval of the Bye-Laws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter at the Extraordinary General Meeting.

•

Non-Binding Governance Proposals: The approval, on a non-binding advisory basis, of each of the Non-Binding Governance Proposals requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

•

Share Issuance Proposal: The approval of the Share Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

•

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

•

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination, only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Domestication Proposal.

•

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Director Election Proposal.

•

Omnibus Incentive Plan Proposal: The approval of the Omnibus Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The Sponsor Persons have agreed to vote their Austerlitz Shares in favor of all the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the Sponsor Persons collectively own approximately 30% of the issued and outstanding Austerlitz Shares as a result of such Sponsor Persons’ ownership of all of the outstanding AUS Class B Shares and AUS Class C Shares. The Sponsor Persons and Austerlitz’s management team also may from time to time purchase AUS Class A Shares prior to Austerlitz’s initial business combination.

As noted above, the approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law. As a result, in addition to the AUS Class B Shares and AUS Class C Shares held by the Sponsor Persons, Austerlitz would need the affirmative vote of 19,714,286 shares, or 28.57% (assuming all issued and outstanding shares are voted), or no additional shares (assuming only the minimum number of shares representing a quorum are voted), in each case, of the 69,000,000 Austerlitz Class A Shares held by the public shareholders, to be voted in favor of the Business Combination Proposal in order for that proposal to be approved.

Additionally, as noted above, only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Domestication Proposal and the Director Election Proposal. As a result, given that 100% of the AUS Class B Shares and AUS Class C Shares are held by the Sponsor Persons, Austerlitz will not need the affirmative vote of any additional shares in order for the Domestication Proposal and the Director Election Proposal to be approved.

Q. What are the recommendations of the Austerlitz Board?

A After careful consideration, the Austerlitz Board has determined that the (1) the Business Combination Proposal, (2) the Bye-Laws Proposal, (3) the Non-Binding Governance Proposals (4) the Share Issuance Proposal, (5) the Adjournment Proposal, (6) the Domestication Proposal (7) the Director Election Proposal, and (8) the Omnibus Incentive Plan Proposal are in the best interests of Austerlitz and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Austerlitz’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Austerlitz and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Austerlitz’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

Q. How do the Sponsor Persons intend to vote their shares?

A. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Insiders have agreed to vote all their shares in favor of all the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the Sponsor Persons (including certain Insiders) collectively own approximately 30% of the issued and outstanding Austerlitz Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor Persons and/or their directors, officers, advisors or respective affiliates may purchase Austerlitz Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Required Austerlitz Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Austerlitz Public Shares or vote their Austerlitz Public Shares in favor of the Required Austerlitz Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor Persons and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from Austerlitz Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Non-Binding Governance Proposals, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, the Director Election Proposal, and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter and (ii) the Domestication Proposal and the Bye Laws Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Entering into any such arrangements may have a depressive effect on the Austerlitz Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q. What happens if I sell my Austerlitz ordinary shares before the Extraordinary General Meeting?

A The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Austerlitz Public Shares after the applicable record date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. If you give a proxy, you may revoke it at any time before it is voted at the Extraordinary General Meeting by doing any one of the following:

•

delivering a written notice of revocation to the corporate secretary of Austerlitz that is received no later than [●];

•

mailing a new, subsequently dated proxy card that is received no later than the close of business on [●]; or

•

voting at the Extraordinary General Meeting in person or via webcast.

Q. What happens if I fail to take any action with respect to the Extraordinary General Meeting?

A. If you fail to vote with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder of WBET. If you fail to vote with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder of Austerlitz. However, if you fail to vote with respect to the Extraordinary General Meeting, you will nonetheless be able to elect to redeem your Austerlitz Public Shares in connection with the Business Combination.

Q. What should I do if I receive more than one set of voting materials?

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q. Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A. Austerlitz will pay the cost of soliciting proxies for the Extraordinary General Meeting. Austerlitz has engaged Morrow Sodali to assist in the solicitation of proxies for the Extraordinary General Meeting. Austerlitz has agreed to pay Morrow Sodali a fee of $35,000, plus disbursements, and will reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Austerlitz will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of AUS Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of AUS Class A Shares and in obtaining voting instructions from those owners. Austerlitz’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Where can I find the voting results of the Extraordinary General Meeting?

A. The preliminary voting results will be announced at the Extraordinary General Meeting. Austerlitz will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

Q. Who can help answer my questions?

A.	If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or need a new proxy card, you should contact Austerlitz’s proxy solicitor as follows:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

Email: AUS.info@investor.morrowsodali.com

If you have questions regarding the separation of your Austerlitz Units or delivery of your AUS Class A Shares for redemption, please contact Austerlitz’s transfer agent as follows:

Continental Stock Transfer & Trust Company

Attention: Mark Zimkind

1 State Street, 30th Floor

New York, New York 10004

mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but does not contain all of the information that may be important to you. To better understand the Business Combination and the proposals to be considered at the Extraordinary General Meeting, including the Business Combination Proposal, you should read this entire document, including the financial information and Annexes hereto and the section entitled “Risk Factors” herein, carefully, whether or not you plan to attend the Extraordinary General Meeting.

The Parties to the Business Combination

The Company

Wynn Interactive is the digital gaming subsidiary of Wynn Resorts, Limited (NASDAQ:WYNN) (Wynn Parent), offering a collection of real money online gaming (or “iGaming”) and sports betting options to consumers across the U.S. and U.K. Wynn Interactive’s digital gaming products are designed to deliver the legendary quality, service and customer experience Wynn Parent is known for, backed by its trusted legacy as one of the world’s premier international casino operators. Wynn Interactive has developed and assembled a robust portfolio of digital gaming products that expand across iGaming and sports betting, retail sportsbooks and social game offerings for discerning players who range from novice and casual bettors to experts.

Wynn Parent formed Wynn Interactive in October 2020 following the merger of its U.S. online sports betting and iGaming business, WynnBET, its social casino business, Wynn Slots, and its strategic partner, BetBull Limited (“BetBull”). The combination positions Wynn Interactive to scale in North America’s rapidly expanding online sports betting and iGaming markets, which Wall Street analysts expect to grow at a CAGR of approximately 32% over the next ten years. By combining Wynn Parent’s brand and operational expertise with BetBull’s operational and technological capabilities, Wynn Interactive is able to deliver unique experiences in digital gaming. These experiences have the potential to drive enhanced user acquisition, customer retention, and gaming margins through unique social betting mechanics, a proprietary technology stack and high-quality user interface.

Since the U.S. Supreme Court declared the Professional and Amateur Sports Protection Act (“PASPA”) unconstitutional in May 2018, 22 states, including the District of Columbia, have legalized online sports betting. In addition, six states have legalized iGaming. These states represent approximately 46% and 12% of the total U.S. adult population, respectively, based on current U.S. census data. Wynn Interactive has secured varying degrees of market access in 18 states, covering approximately 56% of the U.S. adult population and expects to gain access to additional key states, resulting in its footprint covering approximately 77% of the U.S. adult population. Wynn Interactive is committed to expanding its market access and launching in new markets upon legalization and regulatory approvals.

Wynn Interactive operates under the WynnBET and BetBull brands in its iGaming and sports betting segment and the Wynn Slots brand in its social games segment. WynnBET is the Company’s flagship U.S. sports betting and iGaming product that was selected as the top-scoring new app according to Eilers & Krejcik OSB performance testing in March 2021. WynnBET is currently live in six U.S. states, including Colorado, Indiana, Virginia and Tennessee for online sports betting, and New Jersey and Michigan for both online sports betting and iGaming. Wynn Interactive has secured an online sports betting license in Arizona and anticipates accepting its first wagers on September 9, 2021, which is the first day wagers are permitted in Arizona. WynnBET is poised for continued expansion in 2021 with plans to launch in additional key markets through year-end and Wynn Interactive intends to continue pursuing additional market access opportunities beyond its current pipeline. BetBull was launched in 2017 and is the Company’s U.K. online sports betting and iGaming brand. The product continues to thrive in the U.K. digital gaming market, providing differentiated user experiences with its

gamification and social betting mechanics along with an intuitive user interface. Wynn Slots is the Company’s free-to-play social casino app, which provides player engagement and cross-selling opportunities to the Company’s core WynnBET product. Additionally, a subsidiary of Wynn Interactive is expected to be the exclusive manager of the retail sportsbooks at Wynn and Encore Las Vegas and upon the passage of sports betting legislation in Massachusetts, Encore Boston Harbor, enhancing Wynn Interactive’s omnichannel strategy and further differentiating Wynn Interactive from its peers.

Wynn Interactive has invested significant capital and company resources implementing the foundational strategic elements needed to succeed in the online sports betting and iGaming markets. Wynn Interactive has a detailed plan in the lead-up to the NFL 2021 season that involves continued product enhancements and a broad marketing campaign. On the product side, Wynn Interactive has developed a product roadmap to achieve competitive parity with the top competing apps by NFL 2021 with frequent new feature releases. Second, while Wynn Interactive currently has a successful web app available in Michigan, Wynn Interactive plans to launch web apps in other states as a significant portion of trial activity occurs on a web browser. Lastly, Wynn Interactive is in the process of fully integrating its Wynn Rewards loyalty program with the WynnBET app in order to provide connectivity to Wynn Parent’s 13-million person high-value database. On the marketing side, Wynn Interactive continues to expand its customer acquisition funnel. The Company plans to launch a large-scale marketing campaign with name brand sports and Hollywood talent in order to strengthen the association between WynnBET and sports. The Company also continues to advance its partnership strategy with super affiliates and sponsorships. These include Blue Wire podcasts, Minute Media, Cumulus Media, the Detroit Pistons, Detroit Lions, Colorado Rockies and NASCAR to name a few, and the Company plans to finalize other exciting partnerships as well.

Overall, Wynn Interactive believes that it is well-positioned for strong long-term growth in its interactive business. Wynn Interactive expects the combination of a large $45 billion total addressable market (per Wall Street analyst estimates), its unique product-led strategy, the powerful Wynn brand, and the omni-channel connectivity to Wynn Parent’s market-leading resorts in Las Vegas and Boston, to drive growth for Wynn Interactive over the coming years.

For more information about Wynn Interactive, see “Information About the Company” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company.”

Austerlitz Acquisition Corporation I

Austerlitz is a blank check company incorporated on December 21, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Austerlitz’s efforts to identify a prospective target were not limited to any particular industry, it focused on identifying a prospective target business in financial technology or information and business services, which acts as an essential utility to industries that are core to the economy.

On March 2, 2021, Austerlitz consummated its IPO of 69,000,000 Austerlitz Units, at a price of $10.00 per Austerlitz Unit, including 9,000,000 Austerlitz Units sold pursuant to the fuller exercise of the underwriters’ option to purchase additional Austerlitz Units to cover over-allotments. Each such unit consisted of one AUS Class A Share and one-fourth of one redeemable warrant (each, a “Austerlitz Public Warrant”). Each whole Austerlitz Public Warrant entitles the holder to purchase one AUS Class A Share at an exercise price of $11.50 following consummation of the Business Combination.

Simultaneously with the closing of the Austerlitz IPO, Austerlitz consummated the sale of 10,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to Sponsor, generating gross proceeds of $15,800,000. Following the consummation of the Austerlitz IPO on March 2, 2021, an amount of $690,000,000 from the net proceeds of the sale of the Austerlitz Units in the Austerlitz IPO and the sale of the Private Placement Warrants was placed in the Trust Account.

Prior to the IPO, Austerlitz entered into the Forward Purchase Agreement with Cannae. Pursuant to the Forward Purchase Agreement, Cannae agreed to purchase 5,000,000 AUS Class A Shares, plus an aggregate of 1,250,000 redeemable warrants to purchase one AUS Class A Share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for one AUS Class A Shares and one-fourth of one warrant, in a private placement to occur concurrently with the closing of a Business Combination. On May 10, 2021, the Forward Purchase Agreement was terminated in connection with the proposed Business Combination with the Company.

Austerlitz Units, AUS Class A Shares and Austerlitz Public Warrants are listed on the NYSE under the symbols “AUS.U,” “AUS,” and “AUS.WS,” respectively. The mailing address of Austerlitz’s principal executive office is 1701 Village Center Circle, Las Vegas, NV 89134.

Wave Merger Sub Limited

Merger Sub is an exempted company limited by shares incorporated in Bermuda on May 4, 2021. Merger Sub is a direct, wholly owned subsidiary of Austerlitz, solely formed for the purposes of effectuating the Merger described herein. Merger Sub owns no material assets and does not operate any business. After the consummation of the Business Combination, Merger Sub will cease to exist.

The mailing address of Merger Sub’s registered office is Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda and Austerlitz’s telephone number is (702) 770-7555.

Emerging Growth Company

Austerlitz is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statement/prospectus, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Austerlitz’s securities less attractive as a result, there may be a less active trading market for Austerlitz’s securities and the prices of its securities may be more volatile.

The Business Combination

Structure of the Business Combination

Pursuant to the Business Combination Agreement, among other things, the following transactions will occur on the Closing Date: (i) Austerlitz will transfer by way of continuation from the Cayman Islands to Bermuda and

register as an exempted company limited by shares, upon which time Austerlitz will change its name to “Wynn Interactive Limited” and (ii) Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving company of the Merger.

Consideration to be Received in the Business Combination

The following is a summary of the consideration to be received by the Current Company Equityholders under the Business Combination Agreement.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, the consideration to be paid to the Current Company Equityholders will be, in the aggregate, a number of WBET Class A Shares and WBET Class V Shares (the “Merger Consideration”) equal to (a) the quotient obtained by dividing (i) the agreed company equity value of $3,000,000,000 by (ii) ten dollars ($10.00), minus (b) a number equal to the nearest whole number (rounded up or down, as applicable) obtained by multiplying (i) the number of WBET Class A Shares purchased by Cannae pursuant to the Backstop Agreement divided by sixty-nine million (69,000,000), by (ii) 3,696,429; provided that in no event will the number of shares deducted pursuant to clause (b) exceed 3,696,429. The Company will have the right to determine the allocation of the aggregate equity consideration with respect to the Current Company Equityholders (including Wynn Parent) as between WBET Class A Shares and WBET Class V Shares (including the determination that the aggregate equity consideration may consist solely of WBET Class V Shares). The Company will give all Current Company Equityholders WBET Class V Shares unless a Current Company Equityholder requests delivery of a WBET Class A Share and agrees to a twelve-month post-closing contractual lock-up. The Company does not currently expect any Current Company Equityholder to request WBET Class A Shares. The WBET Class A Shares are voting and economic interests in the Company and will be entitled to one vote per share. The WBET Class V Shares are voting and economic interests in the Company and will be entitled to ten votes per share. The allocation between WBET Class A Shares and WBET Class V Shares will therefore have an impact on the voting power of the shareholders of WBET, including Austerlitz Public Shareholders, following the Business Combination. Allocation of WBET Class V Shares will dilute the voting power of the shareholders of WBET, other than the Current Company Equityholders receiving such Class V Shares.

At the effective time of the Merger, the Company Shares will be converted into the right to receive, in the aggregate, the Merger Consideration.

At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holder thereof, each option to acquire Company Shares under the existing Company equity plan (whether vested or unvested) that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time shall be substituted with an option, granted under the Omnibus Incentive Plan to acquire (i) a number of WBET Class A Shares equal to the product of (A) the number of Company Shares subject to such option, multiplied by (B) the Exchange Ratio (as defined in the following sentence), (ii) at an exercise price per WBET Class A Share (rounded to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per Company Share applicable to such option by (B) the Exchange Ratio. The Exchange Ratio means a fraction (i) the numerator of which is the Merger Consideration and (ii) the denominator of which is the number of Company Shares issued and outstanding immediately prior to the Effective Time.

Certain Agreements Related to the Business Combination

Sponsor Agreement

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Austerlitz entered into the Sponsor Agreement with the Sponsor, Cannae and the other Sponsor Persons. Pursuant to the Sponsor Agreement, among other things, the Sponsor Persons agreed (i) to vote any Austerlitz Shares in favor of the Business Combination and other Austerlitz Shareholder Matters, (ii) not to seek redemption of any Austerlitz Shares and (iii) not to transfer any Austerlitz securities for the period beginning on the Closing Date until the earlier of (x) one (1) year following the Closing Date or (y) if the volume weighted average price of the WBET Class A Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing 150 days after the Closing Date, and (iv) to be bound to certain other obligations as described therein. Additionally, the Sponsor and certain Insiders have also agreed to forfeit (i) up to 3,696,429 AUS Class B Shares (the “Class B Forfeiture”) and up to 3,696,429 AUS Class C Shares (the “Class C Forfeiture”), in accordance with the terms of the Sponsor Agreement (subject, in each case, to a reduction in the number of shares to be forfeited if the Cannae Backstop (as defined below) is utilized), and (ii) in the event that the Austerlitz transaction expenses exceed the Expenses Overage, the Sponsor Persons shall additionally forfeit and surrender to Austerlitz a number of AUS Class B Shares equal to the Expenses Overage divided by 10.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreements—Sponsor Agreement” and the Sponsor Agreement attached hereto as Annex G.

Backstop Agreement

In connection with the signing of the Business Combination Agreement, Austerlitz and Cannae entered into the Backstop Agreement whereby Cannae has agreed, subject to the other terms and conditions included therein, on the Closing Date (immediately prior to the Closing and prior to the Domestication), to subscribe for AUS Class A Shares in order to fund redemptions by shareholders of Austerlitz in connection with the Business Combination, in an amount of up to $690,000,000.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreements—Backstop Agreement” and the Backstop Agreement attached hereto as Annex H.

Investor Rights Agreement

Concurrently with the consummation of the Business Combination, WBET, Wynn Investment, Sponsor and Cannae (if applicable) will enter into the Investor Rights Agreement relating to, among other things, the composition of the WBET Board and certain consent rights for Wynn Investments. Pursuant to the terms of the Investor Rights Agreement, effective as of the Closing Date, it is anticipated that the WBET Board will be comprised of nine directors as follows: (i) one Sponsor Director, (ii) five Wynn Directors, and (iii) three Initial Independent Directors. In addition, for so long as Wynn Parent and its affiliates have a Continuing Ownership Percentage (as defined below) of 50% or more, WBET will not take, and will not permit WBET’s Subsidiaries to take, and the WBET Board shall not authorize or approve, certain actions without the prior written approval of Wynn Investment, including increasing or decreasing the size of the WBET Board, amending or changing the WBET Organizational Documents in any manner that modifies any specific rights of Wynn Parent or certain of its affiliates or materially and adversely affects Wynn Parent or certain of its affiliates in their capacity as shareholders of WBET, acquiring equity, assets, properties or business or disposing assets or properties of up to a certain threshold, incurring indebtedness that would increase the leverage beyond a certain threshold, terminating or replacing certain executive officers of WBET, declaring and paying dividend and redeeming, repurchasing or acquiring any WBET Shares.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreement—Investor Rights Agreement” and the form of the Investor Rights Agreement attached hereto as Annex C.

Amended and Restated Registration Rights Agreement

In connection with the Business Combination, concurrently with the Closing, the RRA Parties will enter into the Amended and Restated Registration Rights Agreement. Pursuant to the Amended and Restated Registration Rights Agreement, WBET is required, as soon as practicable, but in any event within thirty (30) days after the Closing Date, to file a Registration Statement to permit the public resale of all the Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) held by the RRA Parties from time to time as permitted by Rule 415 under the Securities Act.

In addition, upon the request of any RRA Party, to the extent a registration statement is not available to exercise a proposed transaction, WBET will be required to facilitate a non-shelf registered offering of Registrable Securities requested by such RRA Party to be included in such offering. In certain circumstances, the RRA Parties will be entitled to piggyback registration rights in connection with the demand of a non-shelf registered offering. Whenever WBET proposes to offer or sell securities, whether for its own account or the account of one or more shareholders, any RRA Party may choose to exercise their related piggyback rights in accordance with the Amended and Restated Registration Rights Agreement. In addition, the Amended and Restated Registration Rights Agreement will entitle the RRA Parties to demand and be included in a shelf registration when WBET is eligible to sell its Registerable Securities in a secondary offering on a delayed or continuous basis.

Pursuant to the Amended and Restated Registration Rights Agreement Wynn Parent will agree not to transfer its WBET Shares, subject to certain permitted transfers, until the first anniversary of the Closing.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreement—Amended and Restated Registration Rights Agreement” and the Amended and Restated Registration Rights Agreement attached hereto as Annex D.

Statutory Merger Agreement

In connection with the Business Combination, concurrently with the Closing, the Company, Austerlitz and Merger Sub will enter into the Statutory Merger Agreement in accordance with section 105 of the Bermuda Companies Act, pursuant to which, in accordance with section 104H of the Bermuda Companies Act, Merger Sub will merge with and into the Company, with the Company being the surviving company of the Merger.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreement—Statutory Merger Agreement” and the form of Statutory Merger Agreement attached hereto as Annex E.

Amended and Restated Intercompany Commercial Agreements

In connection with the Business Combination, concurrently with the Closing, the Company, certain of the Company’s subsidiaries, Wynn Parent and certain of Wynn Parent’s subsidiaries will enter into certain new intercompany agreements or amendments to existing intercompany agreements, as applicable, as further described under “Certain Relationships and Related Person Transactions—Certain Relationships and Related Person Transactions—Company.”

Company Support Agreement

Immediately following the execution of the Business Combination Agreement, Austerlitz, the Company and Wynn Investment entered into shareholder support agreements (the “Company Support Agreement”), pursuant to

which, among other things, Wynn Investment agreed to (i) irrevocably and unconditionally approve the Business Combination Agreement and the Transactions contemplated thereby (including the Business Combination), (ii) waive and agree not to assert any appraisal rights in connection with the Business Combination Agreement and the Transactions, and (iii) be bound by certain other covenants and agreements related to the Business Combination, including a restriction on transfers prior to the Effective Time with respect the Company Shares owned by him, her or it.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreement—Company Support Agreement” and the Company Support Agreement attached hereto as Annex I.

Termination of the Cannae Forward Purchase Agreement

In connection with the signing of the Business Combination Agreement, Austerlitz and Cannae entered into a mutual termination agreement (the “FPA Termination Agreement”) to terminate that certain forward purchase agreement dated as of February 25, 2021 (the “Forward Purchase Agreement”), pursuant to which Cannae agreed to purchase, immediately prior to the closing of Austerlitz’s initial business combination transaction, an aggregate of 5,000,000 AUS Class A Shares and 1,250,000 Austerlitz Public Warrants. It is a condition to the Business Combination Agreement that the Forward Purchase Agreement be terminated and the Forward Purchase Agreement was terminated on May 10, 2021.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Related Agreement—Termination of the Cannae Forward Purchase Agreement” and the Forward Purchase Agreement Mutual Termination Agreement attached hereto as Annex J.

Organizational Structure

The diagrams below depict simplified versions of the current organizational structure of Austerlitz and the Company, respectively:

Austerlitz (Current Structure)

LOGO

Wynn Interactive, Ltd. (Current Structure)

LOGO

The diagram below depicts a simplified version of the organizational structure of WBET immediately following the completion of the Business Combination. This diagram is provided for illustrative purposes only and does not represent all legal entities of WBET and its subsidiaries. The voting and economic ownership percentages shown in the diagram (i) assume that there are No Redemptions by Austerlitz Public Shareholders, (ii) does not include the impact of the Dilutive Securities, (iii) includes the 11,089,286 AUS Class B Shares held by the Sponsor and certain Sponsor Persons (including 25,000 AUS Class B Shares held by each of Dexter Fowler, Hugh R. Harris, Mark D. Linehan, and Erika Meinhardt), (iv) excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor, and (v) assumes that WBET Shares issued to Current Company Equityholders as Merger Consideration will be WBET Class V Shares. For additional information, see “Proposal No. 1—The Business Combination Proposal—Ownership of WBET Immediately Following the Business Combination.”

LOGO

*	The voting and economic ownership percentages of Sponsor are estimated to be 0.93% and 7.15% if the potential impact of all of the Dilutive Securities are assumed to have occurred immediately following the completion of the Business Combination.

Based on the voting power held by Wynn Parent immediately following the completion of the Business Combination, Wynn Parent will control all decisions put to stockholders of WBET.

For additional information, see “Proposal No. 1—The Business Combination Proposal—Structure of the Business Combination” and the Company Support Agreement attached hereto as Annex J.

Ownership of the Post-Closing Company Upon Completion of the Business Combination

Upon completion of the Business Combination, WBET will have outstanding:

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WBET Class A Shares: WBET Class A Shares, which are voting and economic interests in the Company, will be entitled to one vote per share held. WBET Class A Shares will be held by the Current Company Equityholders, the Sponsor, and certain Sponsor Persons, and pursuant to the Cannae

Backstop, as applicable. WBET Class C Shares and WBET Class V Shares may also convert into WBET Class A Shares, as discussed below. WBET Class A Shares will be publicly traded.

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WBET Class C Shares: WBET Class C Shares, which are voting and economic interests in the Company, will be entitled to one vote per share held. WBET Class C Shares will be held by the Sponsor and certain Sponsor Persons, and will automatically convert into WBET Class A Shares on a one-for-one basis subject to satisfying certain earnout conditions. WBET Class C Shares will not be publicly traded.

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WBET Class V Shares: WBET Class V Shares, which are voting and economic interests in the Company, will be entitled to ten votes per share held. The Company will have the right to determine the allocation of the aggregate equity consideration with respect to the Current Company Equityholders (including Wynn Parent) as between WBET Class A Shares and WBET Class V Shares. The Company will give all Current Company Equityholders WBET Class V Shares unless a Current Company Equityholder requests delivery of a WBET Class A Share and agrees to a twelve-month post-closing contractual lock-up. The Company does not currently expect any Current Company Equityholder to request WBET Class A Shares. WBET Class V Shares will be held by the Current Company Equityholders. WBET Class V Shares will be exchangeable for an equal number of shares of WBET Class A Shares at the option of the holder or upon transfer to third parties. WBET Class V Shares will not be publicly traded.

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WBET Warrants: Warrants to purchase WBET Class A Shares issued in exchange for outstanding Austerlitz Public Warrants and Private Placement Warrants.

For further details, see “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Consideration to be Received in the Business Combination”.

The following tables sets forth illustrative examples of the anticipated economic ownership of the Company upon consummation of the Business Combination assuming No Redemptions and Maximum Redemptions:

Scenario 1 – Excluding Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders		18.15%		0%
Sponsor (and certain Sponsor Persons)⁽²⁾		2.92%		3.89%
Cannae⁽³⁾		0%		18.15%
Current Company Equityholders		78.93%		77.96%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)

(3)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

Scenario 2 – Including Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders⁽²⁾		18.82%		3.74%
Sponsor (and certain Sponsor Persons)⁽³⁾		7.14%		8.69%
Cannae⁽⁴⁾		0%		14.95%
Current Company Equityholders⁽⁵⁾		74.04%		72.62%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)	Includes the 17,250,000 AUS Class A Shares subject to the Austerlitz Public Warrants.

(3)

Includes the 11,089,286 AUS Class B Shares under the No Redemptions scenario held by the Sponsor and certain Sponsor Persons (including 18,750 AUS Class B Shares held by each of Dexter Fowler, Hugh R. Harris, Mark D. Linehan, and Erika Meinhardt), and 14,785,715 AUS Class B Shares under the Maximum Redemptions scenario held by the Sponsor and certain Sponsor Persons (including 25,000 AUS Class B Shares held by each of Dexter Fowler, Hugh R. Harris, Mark D. Linehan, and Erika Meinhardt) which shall be subject to the Class B Forfeiture (as defined below). Includes 11,089,286 AUS Class C Shares under the No Redemptions scenario and 14,785,715 AUS Class C Shares under the Maximum Redemptions scenario held by the Sponsor and certain Sponsor Persons, which shall be subject to the Class C Forfeiture, and that convert into WBET Class C Shares in connection with the Closing, where the subsequent conversion of such WBET Class C Shares to WBET Class A Shares following the Closing is subject to certain earnout conditions; if such earnout conditions are not met before the ninth anniversary of Closing, such WBET Class C Shares shall be returned for cancellation. Includes 10,533,333 AUS Class A Shares subject to the Private Placement Warrants, under each of the No Redemptions and Maximum Redemptions scenarios.

(4)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

(5)	Includes 39,402,737 and 38,917,239 vested and unvested options of the Company under the No Redemptions and Maximum Redemptions scenarios, respectively, that are rolled over and converted to WIL Replacement Options pursuant to the Business Combination Agreement.

See the section entitled “Beneficial Ownership of Securities” for additional information as well as the risk factors contained in the section entitled “Risk Factors” for information about risks related to the Company’s organizational structure and ownership, including the risk factor titled “Wynn Parent will continue to own a significant percentage of our common shares and will be able to exert significant control over matters subject to shareholder approval.”

The Proposals to be Submitted at the Austerlitz Extraordinary General Meeting

The following is a summary of the proposals to be considered at the Extraordinary General Meeting.

Proposal No. 1 – The Business Combination Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the transactions contemplated by the Business Combination Agreement, including the Business Combination. See the section entitled “Proposal No. 1—The Business Combination Proposal” and the Business Combination Agreement, which is attached hereto as Annex A.

Proposal No. 2 – The Bye-Laws Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to adopt the WBET Bye-Laws, effective upon the Domestication becoming effective. See the section entitled “Proposal No. 2—The Bye-Laws Proposal” and the WBET Bye-Laws, which is attached hereto as Annex B.

Proposal No. 3 – The Non-Binding Governance Proposals

Austerlitz Shareholders will be asked to consider and vote upon separate proposals to approve, by a non-binding advisory vote, each of the following proposals to approve certain governance provisions in the WBET Bye-Laws:

(a) Governance Proposal No. 3A: To authorize a multi-class share structure in the WBET Bye-Laws, in which holders of WBET Class A Shares and WBET Class C Shares will be entitled to cast one vote per WBET Class A Share or WBET Class C Share on each matter submitted to the shareholders, and holders of WBET Class V Shares will be entitled to cast ten votes per WBET Class V Share on each matter submitted to the shareholders.

(b) Governance Proposal No. 3B: To include a formal election and removal process for directors and require a minimum of nine directors.

(c) Governance Proposal No. 3C: To approve changes such that (i) Wynn Parent will have approval rights for certain actions proposed to be taken by WBET, for so long as it owns 50% or more of the WBET Shares that it held immediately following the Closing, and (ii) WBET will not make any material change to product branding or take any action that negatively impacts the quality of product offerings, for so long as Wynn Parent owns 20% or more of the WBET Shares that it held immediately following the Closing.

(d) Governance Proposal No. 3D: To approve changes to the supermajority approval requirements for business combinations, such that (i) where such proposed business combination has been approved by the WBET Board, the affirmative vote of at least a majority of the votes cast by shareholders at a general meeting at which a quorum of two or more persons present in person or by proxy representing in excess of 50% of the total voting rights of all outstanding WBET Shares is present is required, or (ii) where such proposed business combination has not been approved by the WBET Board, the affirmative vote of at least 66 2/3% of the outstanding WBET Shares is required.

(e) Governance Proposal No. 3E: To approve certain gaming specific provisions and restrictions, including that WBET will (i) not carry on any gaming or gaming activities, (ii) comply with all applicable gaming laws, and (iii) redeem any shares held by a person found to be unsuitable or disqualified pursuant to applicable SEC and gaming laws.

See the section entitled “Proposal No. 3—The Non-Binding Governance Proposals”.

Proposal No. 4 – The Share Issuance Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to approve, assuming the other Required Austerlitz Proposals are approved, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of more than 20% of the issued and outstanding AUS Class A Shares pursuant to the transactions contemplated by the Business Combination Agreement, including the issuance of WBET Class A Shares in the Merger and the issuance of WBET Class A Shares to Cannae pursuant to the Backstop Agreement. See the section entitled “Proposal No. 4—The Share Issuance Proposal”.

Proposal No. 5 – The Adjournment Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to allow the Austerlitz Board to submit a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Austerlitz Shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Austerlitz ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting, or (ii) in order to solicit additional proxies from Austerlitz Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting. See the section entitled “Proposal No. 5—The Adjournment Proposal”.

Proposal

No. 6 – The Domestication Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to approve the Domestication Proposal. In connection with the Domestication, on the Closing Date prior to the Effective Time, among other things (a) each AUS Class B Share that is issued and outstanding immediately prior to the Domestication will be converted, on a one-for-one basis, into a WBET Class A Share, (b) the WBET Bye-Laws will be adopted and the excerpts of the WBET Bye-Laws that are required to be filed with the Registrar of Companies in Bermuda pursuant to the Bermuda Companies Act will be delivered and the WBET Memorandum of Continuance pursuant to the Bermuda Companies Act and the WBET Bye-Laws will become the governing documents of WBET and (c) Austerlitz will change its name to “Wynn Interactive Limited,” or such other name mutually agreed to by Austerlitz and the Company. See the section entitled “Proposal No. 6—The Domestication Proposal”.

Proposal No. 7 – The Director Election Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to elect nine directors to serve, effective as of the Closing, on the Austerlitz Board until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification, removal or an earlier determination by the applicable Gaming Authorities that there is reasonable cause to believe such individual may not be qualified to hold such position. These nine nominees will be elected, subject to obtaining necessary regulatory approval of the applicable Gaming Authorities, if the Required Austerlitz Proposals are approved by the shareholders at the Extraordinary General Meeting. See the section entitled “Proposal No. 7—The Director Election Proposal”.

Proposal No. 8 – The Omnibus Incentive Plan Proposal

Austerlitz Shareholders will be asked to consider and vote upon a proposal to approve and adopt the Wynn Interactive Limited 2021 Omnibus Incentive Plan, which is attached to this proxy statement/prospectus as Annex L. See the section entitled “Proposal No. 8—The Omnibus Incentive Plan Proposal”.

Redemption Rights

Holders of AUS Class A Shares may seek to have their shares redeemed for cash, regardless of whether they vote “FOR” or “AGAINST”, or whether they abstain from voting on, the Business Combination Proposal. Any Austerlitz shareholder who properly seeks redemption in accordance with the procedures described in this section will be entitled to receive such shareholder’s full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated date of the consummation of the Business Combination. The amount of cash held in the Trust Account was $690,000,000 as of [●], 2021, the record date for the Austerlitz Extraordinary General Meeting, which would result in a redemption price of $10.00 per share (the “Redemption Price”).

If an Austerlitz Shareholder properly seeks redemption in accordance with the procedures described in this section and the Business Combination is consummated, Austerlitz will redeem the applicable shares for the shareholder’s pro rata portion of the funds deposited in the Trust Account, and the holder of such shares will no longer own such shares following the consummation of the Business Combination nor be entitled to receive AUS Class A Shares or any other form of consideration in connection with the Business Combination.

Austerlitz Shareholders may not elect to redeem their shares in connection with the Business Combination following the date that is two business days prior to the date of the vote on the Business Combination at the Austerlitz Extraordinary General Meeting, including in the event that the Termination Date for the Business Combination is subsequently extended under the Business Combination Agreement (see the section entitled “Proposal No. 1—The Business Combination Proposal—Termination” for a description of the circumstances under which the Termination Date may be extended).

Limitations on Redemption Rights

A holder of AUS Class A Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have shares redeemed in an amount in excess of 15% of the aggregate number of outstanding AUS Class A Shares that were issued as part of the Austerlitz Shares in connection with the IPO, without the consent of Austerlitz.

The Sponsor Persons have agreed not to seek redemption of any Austerlitz Shares owned by them.

Exercise and Withdrawal of Redemption Rights

Holders of AUS Class A Shares who wish to exercise their right to have their AUS Class A Shares redeemed are required to:

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submit their redemption request in writing to Continental Stock Transfer & Trust Company, Austerlitz’s transfer agent at: 1 State Street, 30th Floor, New York, New York 10004 or mzimkind@continentalstock.com; and

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deliver their shares, either physically or electronically using DTC’s DWAC System, to Continental Stock Transfer & Trust Company no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the Austerlitz Extraordinary General Meeting).

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $100 and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed Business Combination is not consummated, shares will not be redeemed and this may result in an additional cost to shareholders for the return of their shares.

Any request by an Austerlitz Public Shareholder to have their shares redeemed may be withdrawn at any time up to two business days prior to the vote on the Business Combination Proposal at the Austerlitz Extraordinary General Meeting. If a holder of AUS Class A Shares delivers any shares for redemption and later decides prior to the Austerlitz Extraordinary General Meeting that it does not want to have such shares redeemed, the shareholder may request that Austerlitz consent to the return of its shares. Such a request must be made by contacting Continental Stock Transfer & Trust Company, Austerlitz’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then Austerlitz Public Shareholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed and will not be entitled to receive their pro rata portion of the Trust Account. Austerlitz will thereafter promptly return any shares delivered by Austerlitz Public Shareholders. In such case, Austerlitz Public Shareholders may only share in the assets of the Trust Account upon the liquidation of Austerlitz. This may result in Austerlitz Public Shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.

The closing price of AUS Class A Shares on the Record Date was $[●]. The cash held in the Trust Account on such date was approximately $690,000,000 (or approximately $10.00 per AUS Class A Share). Prior to exercising redemption rights, Austerlitz Public Shareholders should verify the market price of AUS Class A Shares as they may receive higher proceeds from the sale of their AUS Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Austerlitz cannot assure its shareholders that they will be able to sell their AUS Class A Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in Austerlitz’s securities when Austerlitz shareholders wish to sell their shares.

Recommendation of the Austerlitz Board to Austerlitz Shareholders; Reasons for the Approval of the Business Combination

The Austerlitz Board recommends that Austerlitz Shareholders vote:

“FOR” the Business Combination Proposal

“FOR” the Bye-Laws Proposals

“FOR” the Non-Binding Governance Proposals

“FOR” the Share Issuance Proposal

“FOR” the Adjournment Proposal

“FOR” the Domestication Proposal

“FOR” the Director Election Proposal

“FOR” the Omnibus Incentive Plan Proposal

In considering the Business Combination and reaching its decision to approve the Business Combination Agreement and the transactions contemplated thereby and to recommend the adoption of the Business Combination Agreement and the approval of the transactions contemplated thereby to Austerlitz Shareholders, the Austerlitz Board considered a wide variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Austerlitz Board determined that the Business Combination with the Company, a leading cloud-based provider of mission-critical integrated digital human capital and business solutions, presents a highly attractive business combination opportunity and is advisable and in the best interests of Austerlitz and its shareholders. See the section entitled “Proposal No. 1—The Business Combination Proposal—The Austerlitz Board’s Reasons for the Approval of the Business Combination” for additional information regarding the reasons for the Austerlitz Board’s approval and recommendation. The consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, each of the Bye-Laws Proposals, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, and the Domestication Proposal. If any of these proposals are not approved, the Business Combination Agreement may be terminated and the Business Combination may not be consummated unless certain conditions in the Business Combination Agreement are waived by the applicable parties.

The Austerlitz Board’s Reasons for the Approval of the Business Combination

In considering the Business Combination, the members of the Austerlitz Board considered a number of factors pertaining to the Business Combination as generally supporting their decision to enter into the Business Combination Agreement and approve the transactions contemplated thereby, including, but not limited to, the following factors:

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Reasonableness of Merger Consideration. Following a review of the financial data provided to Austerlitz, including the Company’s historical financial statements and certain unaudited prospective financial information and Austerlitz’s due diligence review of the Company’s business, the Austerlitz Board determined that the consideration was reasonable in light of such data and financial information;

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Due Diligence. Austerlitz’s management and advisors conducted due diligence examinations of the Company, including: conducting commercial due diligence, conducting financial and legal, gaming and regulatory due diligence, and conducting discussions with the Company’s management and Austerlitz’s management team and legal advisors concerning such due diligence examination of the Company;

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Industry and Trends. The Company’s business is based in an industry and addressable market that has seen substantial growth in recent periods and that the Austerlitz Board considers attractive, and which, following a review of industry trends and other industry factors, the Austerlitz Board believes has continued growth potential in the United States and Canada in future periods;

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Technology-Enabled, Leading Online Sports Betting and Gaming Platform. The Company developed its online platform and app with a particular focus on creating a differentiated, innovative product and superior user experience, which drives enhanced user acquisition and retention;

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Brand Recognition and High Quality Customer Base. The Company leverages the brand recognition associated with Wynn Parent’s high quality products and services and similarly invests in producing premium, high quality products in order to attract and retain high quality customers and build deep, long-term customer relationships;

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Commitment of the Company’s Owners. The Current Company Equityholders will own approximately 78.93% of the Post-Closing Company assuming No Redemptions. The Austerlitz Board believes that the Current Company Equityholders continuing to own a substantial percentage of the Post-Closing Company on a pro forma basis reflects such shareholders’ belief in and commitment to the continued growth prospects of the Company going forward;

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Lock-Up. The agreement by the Sponsor Persons, as well as Wynn Parent, to be subject to a post-Closing lockup in respect of their WBET Shares, subject to certain customary exceptions (including the attainment of certain trading price thresholds), which will provide important stability to the leadership and governance of the Company;

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Financial Condition. The Austerlitz Board also considered factors such as the Company’s historical financial results, outlook and financial plan as a result of the Business Combination. In considering these factors, the Austerlitz Board reviewed the Company’s recent performance, the current prospects for growth if the Company achieves its business plans and various historical and current balance sheet items;

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Experienced and Proven Management Team. The Company has an experienced management team with a proven record and diverse experience in the gaming industry that Austerlitz management had the opportunity to engage with and evaluate in the course of its due diligence review. In addition, the senior management of the Company intends to remain with the Company following the Business Combination, which the Austerlitz Board believes will provide helpful continuity in advancing the Company’s strategic and growth goals;

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Other Alternatives. After a review of other business combination opportunities reasonably available to Austerlitz, the Austerlitz Board believes that the proposed Business Combination represents the best

potential business combination for Austerlitz taking into consideration, among other things, the industry in which the Company operates, the experience of Mr. Foley in owning a professional sport team, and Austerlitz management’s ability to evaluate and assess the business plan and potential future performance of the Company relative to other potential business combination transactions;

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Negotiated Transaction. The terms and conditions of the Business Combination Agreement and the related agreements and the transactions contemplated thereby, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Business Combination and the termination provisions, as well as the strong commitment by both the Company and Austerlitz to complete the Business Combination. The Austerlitz Board also considered the financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Austerlitz and the Company;

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Cannae Backstop. The fact that Cannae had agreed to provide the Cannae Backstop, to backstop potential redemptions by Austerlitz Public Shareholders, in exchange for a placement fee payment of $3.45 million; and

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Post-Closing Governance. The fact that Austerlitz’s Sponsor (together with Cannae) had negotiated the right to nominate one member of the WBET Board following the Business Combination, and that William P. Foley II is intended to initially serve in that role, which the Austerlitz Board believed would allow for WBET to benefit from Mr. Foley’s knowledge of the Company’s industry, as well as his tactical, operational and organizational experience and also to benefit from the Sponsor’s professional relationships to identify potential Austerlitz Board members that will have appropriate industry and/or financial knowledge and professional experience to oversee the combined company and drive returns for stockholders.

See the section entitled “Proposal No. 1—The Business Combination Proposal—The Austerlitz Board’s Reasons for the Approval of the Business Combination” for additional information regarding the reasons for the Austerlitz Board’s approval and recommendation.

Controlled Company Exemption

Interests of Austerlitz’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the Austerlitz Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial shareholders, including Austerlitz’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of Austerlitz Shareholders generally. These interests include, among other things, the interests listed below:

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except for the purpose of winding up, redeeming 100% of the outstanding AUS Class A Shares for cash and, subject to the approval of its remaining shareholders and the Austerlitz Board, dissolving and liquidating. In such event, the 14,785,715 AUS Class B Shares and 14,785,715 AUS Class C Shares held by the Sponsor and certain Sponsor Persons would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares would have had an aggregate market value of approximately $[●] based upon the closing price of the AUS Class A Shares on the NYSE of $[●] per share on [●], 2021, the Record Date for the Austerlitz Extraordinary General Meeting.

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The Sponsor purchased an aggregate of 10,533,333 Private Placement Warrants from Austerlitz for an aggregate purchase price of $15,800,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Austerlitz IPO. A portion of the proceeds Austerlitz received from these purchases was placed in the Trust Account. Such warrants would have had an aggregate market value of approximately $[●] based upon the closing price of the Austerlitz Public Warrants on the NYSE of $[●] per warrant on [●], 2021, the Record Date for the Austerlitz Extraordinary General Meeting. The Private Placement Warrants will become worthless if Austerlitz does not consummate a business combination by March 2, 2023 (or any extension of such date if approved by Austerlitz Shareholders).

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William P. Foley, II will become a director of the Post-Closing Company after the closing of the Business Combination. As such, in the future Mr. Foley will receive any cash fees, and/or equity or equity-based shares awards that the WBET Board determines to pay to its non-executive directors

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Austerlitz and/or the Company have entered into certain transactions with Cannae and certain directors and officers (or their affiliates or related persons) of Austerlitz and Cannae in connection with the Business Combination (as described below). Certain of the directors of Austerlitz, including Mr. Massey, and Austerlitz’s former Chairman and current strategic advisor, Mr. Foley, also serve as directors of Cannae Holdings and each of the officers of Austerlitz is also an officer of Cannae Holdings. Upon completion of the Business Combination, Cannae will hold approximately between 0.28% direct or indirect voting interest (assuming No Redemptions) and 17.85% direct or indirect voting interest (assuming Maximum Redemptions and assuming that the Current Company Equityholders receive WBET Class A Shares as Merger Consideration), which figures include Cannae’s interest in each class of WBET Shares as applicable, and include the WBET Class C Shares.

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The fact that Austerlitz and Cannae have entered into the Backstop Agreement in order to backstop redemptions by Austerlitz Shareholders in connection with the Business Combination, in an amount of up to $690,000,000 (at a purchase price of $10.00 per share). In connection with the Cannae Backstop, Austerlitz has agreed to pay to Cannae a placement fee of $3,450,000.

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The fact that if Austerlitz is unable to complete a business combination by March 2, 2023 (as such date may be extended with the approval of Austerlitz Shareholders), the Sponsor has agreed to be liable to Austerlitz if and to the extent any claims by a third party, including claims of target businesses or claims of vendors or other entities that are owed money by Austerlitz for services rendered or contracted for or products sold to Austerlitz (other than Austerlitz’s independent auditors), reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Austerlitz Public Share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account (if less than $10.00 per share due to reductions in the value of the trust assets), in each case net of the interest that may be withdrawn to pay Austerlitz’s taxes (if any). If Austerlitz consummates the Business Combination, on the other hand, the Company will be liable for all such claims.

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claim against the Trust Account for reimbursement. Accordingly, Austerlitz may not be able to reimburse these expenses if the Business Combination or another business combination, are not completed by March 2, 2023.

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The continued indemnification of Austerlitz’s current directors and officers and the continuation of coverage under directors’ and officers’ liability insurance following the Business Combination.

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Pursuant to the Investor Rights Agreement, the Sponsor will have the right to designate up to one director (and to jointly with Wynn designate the Initial Independent Directors) to the WBET Board, subject to certain conditions and certain step-down provisions.

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Pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggyback rights, subject to cooperation and cut-back provisions with respect to the WBET Shares held by them from time to time.

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The fact that, due to the nature of the Austerlitz securities that are held by the Sponsor and Sponsor Persons, the Sponsor and Sponsor Persons could earn a positive rate of return on its investment, even if other Austerlitz shareholders experience a negative rate of return on their investment in Austerlitz or WBET.

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The fact that, based on the closing price of AUS Class A Shares on , 2021, of $ , the Sponsor and Sponsor Persons’ interest in WBET immediately following the Closing would be worth approximately $ million, as a result of the Sponsor and Sponsor Persons’ holdings of 11,089,286 AUS Class B Shares (under the No Redemptions scenario).

•

The fact that the Sponsors have incurred approximately $737,400 of expenses in connection with the formation and search for Austerlitz’s initial business combination that are subject to reimbursement by Austerlitz, of which approximately $488,000 remained unpaid as of June 30, 2021.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding Austerlitz or our securities, the Sponsor, the Insiders and/or their directors, officers, advisors or respective affiliates may purchase Austerlitz Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Required Austerlitz Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Austerlitz Public Shares or vote their Austerlitz Public Shares in favor of the Required Austerlitz Proposals.

Appraisal Rights

Austerlitz Shareholders have no appraisal rights in connection with the Merger or the Domestication under the Cayman Islands Companies Act or under the Bermuda Companies Act.

Material U.S. Federal Income Tax Considerations to Austerlitz Shareholders

For a description of the material U.S. federal income tax considerations of the Domestication and exercise of redemption rights, see the section titled “Material U.S. Federal Income Tax Considerations For Austerlitz Shareholders” commencing on page [●].

Material U.S. Federal Income Tax Consideration to Company Shareholders

For a description of the material U.S. federal income tax considerations to the Company’s shareholders, see the section titled “Material U.S. Federal Income Tax Consideration to Company Shareholders” commencing on page [●].

Regulatory Matters; Requisite Gaming Approvals

The consummation of the Business Combination is subject to certain required regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) and the receipt of the Requisite Gaming Approvals to be issued by certain Gaming Authorities to Austerlitz and certain other persons. The parties to the Business Combination Agreement have agreed to use their respective reasonable best efforts to obtain all such required regulatory approvals, and Austerlitz has agreed to, and has agreed to cause certain other persons to, take any and all such actions necessary to obtain such approvals. On May 21, 2021, the Company and Austerlitz filed Notification and Report Forms under the HSR Act with the U.S. Department of Justice (“DOJ”). The waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on June 21, 2021. See “Proposal No. 1—The Business Combination Proposal—Regulatory Matters; Requisite Gaming Approvals” for additional information.

Market Price and Dividend Information

Austerlitz Units, AUS Class A Shares and Austerlitz Public Warrants are listed on the NYSE under the symbols “AUS.U,” “AUS,” and “AUS.WS,” respectively.

The closing price of the Austerlitz Units, AUS Class A Shares and Austerlitz Public Warrants on September 8, 2021, was $10.26, $9.93, and $1.40, respectively. As of [●], the Record Date for the Extraordinary Meeting, the most recent closing price for Austerlitz Units, AUS Class A Shares and Austerlitz Public Warrants was $[●], $[●] and $[●], respectively.

Holders of the Austerlitz Units, AUS Class A Shares and Austerlitz Public Warrants should obtain current market quotations for their securities. The market price of Austerlitz’s securities could vary at any time before the Business Combination.

Holders

As of [●], the Record Date for the Extraordinary Meeting, there were [●] holders of record of Austerlitz Units, [●] holders of record of Austerlitz Units, [●] holders of record of AUS Class A Shares, [●] holders of record of AUS Class B Shares, [●] holders of record of AUS Class C Shares, [●] holders of record of Private Placement Warrants, and [●] holders of record of Austerlitz Public Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Austerlitz Units, AUS Class A Shares and Austerlitz Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Austerlitz has not paid any cash dividends on its AUS Class A Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon WBET’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the merger will be within the discretion of the WBET Board at such time. WBET’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing.

Company

Historical market price information for the Company is not provided because there is no public market for the Company’s common shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” beginning on page [●] of this proxy statement/prospectus.

RISK FACTOR SUMMARY

Austerlitz’s and the Company’s business and their ability to execute their strategies, including the proposed Business Combination and the transactions contemplated by the Transaction Agreements, are subject to risks and uncertainties, many of which are beyond Austerlitz’s and the Company’s control and will be beyond the control of the Post-Closing Company. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by the forward-looking statements. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Post-Closing Company, including, but not limited to, the following factors and those discussed under “Risk Factors.” References below to Austerlitz shall be deemed to also refer to the Post-Closing Company, as the context requires or as appropriate.

Risk Factors Relating to WIL’s Business and Industry

•

The COVID-19 pandemic and future outbreak of any other highly infectious or contagious disease, including the global economic uncertainty and measures taken in response.

•

The inability to adequately protect key intellectual property rights or proprietary technology.

•

Risks associated with changes in applicable laws or regulations, including but not limited to Gaming Laws, that could have an adverse effect on WBET’s business.

•

The possibility that WBET may be adversely affected by other economic, business or competitive factors.

•

Risks associated with WBET’s international operations.

•

Risks associated with competition with WBET’s competitors and WBET’s failure to apply and develop new technologies as quickly as WBET’s competitors.

•

Risks associated with past and prospective acquisitions, including the failure to successfully integrate operations, personnel, systems, technologies and products of the acquired companies, adverse tax consequences of acquisitions, greater than expected liabilities of the acquired companies and charges to earnings from acquisitions.

•

Failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows.

•

Failure to obtain or maintain certain Gaming Approvals.

•

Cyber-attacks and security vulnerabilities and other significant disruptions in WBET’s information technology systems and networks that could expose WBET to legal liability, impair its reputation or negative effect on WBET’s results of operations.

Risks Following the Business Combination

•

The results of operations of the Post-Closing Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

•

The inability of WBET to develop and maintain effective internal controls.

•

The inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of WBET to grow and manage growth profitably and retain its key employees.

•

The possibility of a decline in economic activity that could impact WBET’s results of operations.

•

The potential for conflicts of interest arising out of any of WBET’s executive officers and members of WBET Board allocating their time to other businesses, including Wynn Parent, and not exclusively to WBET, and that Bermuda law does not require that directors present potential business opportunities to WBET, if such opportunities do not arise in the course of the directors acting as directors of WBET.

•

Following the Business Combination, WBET will be a “controlled company” under NASDAQ rules. As a controlled company, WBET will be exempt from certain corporate governance requirements. Because WBET intends to avail itself of the “controlled company” exception under the NASDAQ rules, WBET may choose to rely upon these exemptions and, as a result, holders of WBET Shares will not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

Risks Related to the Business Combination

•

Austerlitz has no operating history and if it fails to consummate the Business Combination, it may not attain profitable operations and the management may not succeed in achieving Austerlitz’ business objectives.

•

The inability to complete the Business Combination, including due to the failure to obtain approval from Austerlitz Shareholders of the Required Austerlitz Proposals, or the failure to meet any other conditions to closing in the Business Combination Agreement.

•

The occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement.

•

The amount of redemptions made by Austerlitz Shareholders.

•

Costs related to the Business Combination.

•

The fact that Austerlitz did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

•

The outcome of any known or unknown litigation or regulatory proceedings, including legal proceedings that may be instituted against Austerlitz or the Company following announcement of the proposed Business Combination.

•

The inability to obtain or maintain Requisite Gaming Approvals and/or certain other Gaming Approvals.

•

The inability to maintain the listing of the AUS Class A Shares on the NYSE or the failure to receive approval to list WBET Class A Shares on the NYSE or NASDAQ following the Business Combination.

•

The risk that the proposed Business Combination disrupts the plans and operations of Austerlitz or the Company as a result of the announcement and consummation of the Transactions described herein.

•

The diversion of management’s attention and consumption of resources as a result of the proposed Business Combination or any potential acquisitions of other companies.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY

The following table shows summary historical financial information of the Company for the periods and as of the dates indicated.

The summary historical financial information of the Company as of December 31, 2020 and 2019, and for the years ended December 31, 2020, and 2019 was derived from the audited historical consolidated financial statements of the Company included elsewhere in this proxy statement/prospectus. The summary historical financial information of the Company as of June 30, 2021, and for the six months ended June 30, 2021 and 2020 was derived from the unaudited interim historical financial statements of the Company included elsewhere in this proxy statement/prospectus.

The following summary historical financial information should be read together with the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace the Company’s consolidated financial statements and the related notes. The Company’s historical results are not necessarily indicative of the Company’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to the Company, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of future results.


	For the six months ended June 30,						For the years ended December 31,
	2021			2020			2020			2019
	(in thousands, except share and per share amounts)						(in thousands, except share and per share amounts)
Statement of Operations Data
Revenues	$	26,299		$	4,669		$	14,597		$	4,607
Net loss	$	(108,158	)	$	(1,372	)	$	(19,704	)	$	(5,393	)
Weighted average common shares outstanding		740,777			—			716,768			—
Basic and diluted net loss attributable to shareholders⁽¹⁾	$	(146.01	)	$	—		$	(20.68	)	$	—
Statement of Cash Flows Data
Net cash (used in) provided by operating activities	$	(76,041	)	$	88		$	(12,255	)	$	(5,535	)
Net cash used in investing activities	$	(21,218	)	$	(1,686	)	$	(1,148	)	$	(6,066	)
Net cash provided by financing activities	$	115,000		$	1,222		$	75,859		$	11,827


	As of June 30,		As of December 31,
	2021		2020		2019
Balance Sheet Data
Total assets	$	313,537	$	263,380	$	24,334
Total liabilities	$	48,015	$	15,541	$	1,515
Total stockholders’ equity	$	265,522	$	247,839	$	22,819

(1)	For the year ended December 31, 2020, the basic and diluted net loss per share is based on the period from October 23, 2020 to December 31, 2020, the period when the Company had outstanding common shares.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BETBULL

The following table shows summary historical financial information of BetBull for the periods and as of the dates indicated.

The summary historical financial information of BetBull as of December 31, 2019 and 2018, and for the years ended December 31, 2019 and 2018, was derived from the audited historical consolidated financial statements of BetBull included elsewhere in this proxy statement/prospectus. The summary historical financial information of BetBull as of September 30, 2020, and for the nine-months ended September 30, 2020 and 2019 was derived from the unaudited interim historical financial statements of BetBull included elsewhere in this proxy statement/prospectus.

The following summary historical financial information should be read together with the consolidated financial statements and accompanying notes and “BetBull’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace BetBull’s financial statements and the related notes. BetBull’s historical results are not necessarily indicative of BetBull’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to BetBull, prior to and without giving pro forma effect to the impact of the Business Combination or the acquisition by the Company on October 23, 2020 and, as a result, the results reflected in this section may not be indicative of the results of BetBull going forward.


	For the nine months ended September 30,						For the years ended December 31,
	2020			2019			2019			2018
	(in thousands)						(in thousands)
Statement of Operations Data
Revenue (including related-party revenues)	$	11,314		$	7,552		$	10,474		$	4,366
Net loss attributable to BetBull	$	(9,257	)	$	(7,127	)	$	(9,828	)	$	(10,678	)
Statement of Cash Flows Data
Net cash used in operating activities	$	(2,372	)	$	(7,912	)	$	(10,206	)	$	(7,654	)
Net cash used in investing activities	$	(387)		$	(621)		$	(876	)	$	(403	)
Net cash provided by financing activities	$	4,501		$	—		$	—		$	20,574


	As of September 30,			As of December 31,
	2020			2019		2018
Balance Sheet Data
Total assets	$	8,327		$	9,177	$	17,912
Total liabilities	$	11,662		$	5,387	$	4,377
Total stockholders’ (deficit) equity	$	(3,335	)	$	3,790	$	13,535

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Transactions and the BetBull Acquisition (as defined in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”). The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Austerlitz will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the reverse recapitalization will be treated as the equivalent of the Company issuing stock for the net assets of Austerlitz, accompanied by a recapitalization. The net assets of Austerlitz will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization will be those of the Company. The Company’s acquisition of BetBull was treated as a business combination under Financial Accounting Standards Board’s ASC 805, and was accounted for using the acquisition method of accounting. The Company recorded the fair value of assets acquired and liabilities assumed from BetBull. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2021 gives pro forma effect to the Transactions as if they had occurred on June 30, 2021. The summary unaudited pro forma condensed combined statement of operations data give pro forma effect to the Transactions and the BetBull Acquisition as if they had occurred on January 1, 2020.

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of Austerlitz, the Company and BetBull and related notes included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using the assumptions below with respect to the potential redemption into cash of AUS Class A Shares:

•

Assuming No Redemptions: This presentation assumes that no public shareholders of Austerlitz exercise redemption rights with respect to their AUS Class A Shares for a pro rata share of the funds in Austerlitz’s Trust Account.

•

Assuming Maximum Redemptions: This presentation assumes that shareholders holding 69.0 million AUS Class A Shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share, after minor adjustments for interest earned) of the funds in Austerlitz’s Trust Account. In connection with the signing of the Business Combination Agreement, Austerlitz and Cannae entered into the Backstop Agreement whereby Cannae has agreed, subject to the other terms and conditions included therein, on the Closing Date (immediately prior to the Closing and prior to the Domestication), to subscribe for AUS Class A Shares in order to fund redemptions by shareholders of Austerlitz in connection with the Business Combination, in an amount of up to $690,000,000.


	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six Months Ended June 30, 2021
Revenues	$	26,299		$	26,299
Net loss	$	(118,754	)	$	(118,754	)
Basic and diluted net loss per share, WBET Class A Shares and WBET Class V Shares	$	(0.31	)	$	(0.31	)
Weighted-average shares outstanding – basic and diluted		380,089,286			380,089,286

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2020
Revenues	$	22,779		$	22,779
Net loss attributable to the Company	$	(54,123	)	$	(54,071	)
Basic and diluted net loss per share, WBET Class A Shares and WBET Class V Shares	$	(0.14	)	$	(0.14	)
Weighted-average shares outstanding – basic and diluted		380,089,286			380,089,286

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2021
Total assets	$	945,428		$	945,428
Total liabilities	$	97,747		$	97,747
Total stockholders’ equity	$	847,681		$	847,681

COMPARATIVE PER SHARE INFORMATION

The following table sets forth historical comparative per share information of Austerlitz, on a standalone basis, and the unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming No Redemptions and Maximum Redemptions, respectively.


	Austerlitz Acquisition Corp. I			Wynn Interactive, Ltd.			Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
	(in thousands except share and per share amounts)
Six Months Ended June 30, 2021
Net loss	$	(13,635	)	$	(108,158	)	$	(118,754	)	$	(118,754)
Book value per share⁽¹⁾	$	0.05		$	358.44		$	2.23		$	2.23
Austerlitz Public Shares
Basic and diluted weighted average outstanding AUS Class A Shares		69,000,000			n/a			n/a			n/a
Basic and diluted net loss per share, AUS Class A Shares	$	—			n/a			n/a			n/a
AUS Class B Shares and AUS Class C Shares
Basic and diluted weighted average of AUS Class B Shares and AUS Class C Shares		29,571,430			n/a			n/a			n/a
Basic and diluted net loss per share, AUS Class B Shares and AUS Class C Shares	$	(0.46	)		n/a			n/a			n/a
Company Common Stock
Basic and diluted weighted average common shares outstanding		n/a			740,777			n/a			n/a
Basic and diluted net loss per share		n/a		$	(146.01)			n/a			n/a
WBET Common Stock⁽²⁾
Basic and diluted weighted average common shares outstanding		n/a			n/a			380,089,286			380,089,286
Basic and diluted net loss per share, WBET Class A Shares and WBET Class V Shares		n/a			n/a		$	(0.31)		$	(0.31)

(1)	Book value per share is calculated as (Total equity excluding non-controlling interest)/weighted average shares outstanding.

(2)

The above table does not include the 14,785,715 AUS Class C Shares held by the Sponsor and certain Sponsor Persons that are converted into 14,785,715 WBET Class C Shares which may subsequently convert to WBET Class A shares, subject to certain earnout conditions; which, if not met before the ninth anniversary of Closing, shall be returned for cancellation.

RISK FACTORS

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information and information in the section entitled “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary”, before deciding how to vote or instruct your vote to be cast with respect to the Austerlitz Shareholder Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Post-Closing Company’s business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Post-Closing Company’s securities and could result in you losing all or part of your investment. The risk factors described below are not necessarily exhaustive. We may face additional risks and uncertainties that are not presently known to us, or that we deem to be immaterial, which may also impair our business or financial condition. You are encouraged to perform your own investigation with respect to the businesses of Austerlitz and the Company.

Risk Factors Relating to WIL’s Business and Industry

Throughout this section, references to “we,” “us,” “our” and the “Company” refer to WIL and its consolidated subsidiaries unless the context requires otherwise.

Competition within the broader entertainment industry is intense and our existing and potential customers may be attracted to competing forms of entertainment, such as television, movies and sporting events, as well as other entertainment and gaming options on the Internet. If our offerings are not popular, our business could be harmed.

We operate in the global entertainment and gaming industries within the broader entertainment industry with our business-to-consumer offerings such as our online sports betting and online casino games. Our customers face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events and land based casinos, are more well-established and may be perceived by our customers to offer greater variety, affordability, interactivity and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of our customers. If we are unable to sustain sufficient interest in our online sportsbook and online casino offerings in comparison to other forms of entertainment, including new forms of entertainment, our business model may not continue to be viable.

The specific industries in which we operate are characterized by dynamic customer demand and technological advances, and there is intense competition among online gaming and entertainment providers. A number of established, well-financed companies producing online gaming and/or interactive entertainment products and services compete with our offerings, and other well-capitalized companies may introduce competitive services. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business. Our competitors may also develop products, features, or services that are similar to ours or that achieve greater market acceptance. Such competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Furthermore, new competitors, whether licensed or not, may enter the online sports betting and online casino industries. There has also been considerable consolidation among competitors in the entertainment and gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, acquire our key partners or third party providers, decrease cost per user acquisition, expand offerings and broaden their geographic scope of operations. If we are not able to maintain or

improve our market share, or if our offerings are not accepted by the markets in which we operate, our business could suffer.

We face risks related to health epidemics and other widespread outbreaks of contagious disease, which could disrupt our operations and impact our operating results.

Significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and operating results. Since the global outbreak of COVID-19, nearly every country has throughout the world have been affected by the spread of the virus, including the United States, the United Kingdom, Malta, Turkey and Gibraltar, and has implemented various emergency measures to contain the virus outbreak, including travel restrictions, restrictions on public gatherings and required in-home quarantine. As we have a presence in these locations, these measures could affect the health of our employee and ability to travel and work remotely.

Suspensions, postponements and cancellations of major sports seasons and sporting events during the COVID-19 pandemic have negatively impacted our sports betting business. On the other hand, business closures or capacity limitations, stay-at-home orders and other measures imposed in light of the COVID-19 pandemic have resulted in a significant increase in our sports betting and online casino business, as our offerings are well suited for the current environment and consumers’ other options for leisure and entertainment are limited. As the threat of the COVID-19 pandemic has somewhat diminished, and businesses are otherwise able to return to operations at or near pre-pandemic levels, we face competition for consumers’ discretionary time and income from many more forms of entertainment that were unavailable, or available on a limited basis, during the COVID-19 pandemic. As a result, our growth may slow as consumers, including incremental players acquired during the pandemic, have more choices for entertainment. Our accelerated growth during 2020 and the first portion of 2021 may not continue, and our results for such periods should not be considered a reliable indicator of our future results of operations.

Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations.

Our financial performance is subject to global, U.K., European Union and U.S. economic conditions and their impact on levels of spending by customers and advertisers. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and gaming industries, which may adversely affect our business and financial condition. Due to international trade and monetary policy and other changes, there appears to be an increasing risk of a recession. If the national and international economic recovery slows or stalls, these economies experience another recession or any of the relevant regional or local economies suffers a downturn, we may experience a material adverse effect on our business, financial condition, results of operations or prospects.

In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole may reduce customers’ disposable income. Any one of these changes could have a material adverse effect on our business, financial condition, results of operations or prospects.

Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions,

may reduce our customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as sports betting and online casino games. As a result, we cannot ensure that demand for our offerings will remain constant. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases could lead to a further reduction in discretionary spending on leisure activities, such as gaming. Any significant or prolonged decrease in consumer spending on entertainment or leisure activities could adversely affect the demand for our offerings, reducing our cash flows and revenues, and thereby materially harming our business, financial condition, results of operations and prospects.

We may experience fluctuations in our operating results, which make our future results difficult to predict and could cause our operating results to fall below expectations.

Our financial results have fluctuated in the past and we expect our financial results to fluctuate in the future. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business.

Our financial results in any given quarter may be influenced by numerous factors, many of which we are unable to predict or are outside of our control, our betting results, and the other risks and uncertainties set forth herein. In particular, we may experience an atypical amount of successful parlay bets in any given period, which could result in short-term volatility in betting win margins given the high margins associated with such wagers. Furthermore, our betting operations have significant exposure to, and may be materially impacted by, sporting events and seasons, which can result in short-term volatility in betting win margins and customer engagement, thus impacting revenues. Consumer engagement in our sports betting and online casino services may decline or fluctuate as a result of a number of factors, including the popularity of the underlying sports, the customer’s level of satisfaction with our platforms, our ability to improve and innovate, our ability to adapt our platform, outages and disruptions of online services, the services offered by our competitors, our marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in the recurring portion of our business may have a negative impact on our business, financial condition, results of operations or prospects.

In our online casino game offerings, operator losses are limited per stake to a maximum payout. When looking at bets across a period of time, however, these losses can potentially be significant. Our financial results may also fluctuate based on whether we pay out any jackpots to our online casino customers during the relevant quarter. As part of our online casino offering, we may, in the future, offer progressive jackpot games. Each time a progressive jackpot game is played, a portion of the amount wagered by the customer would be contributed to the jackpot for that specific game or group of games. Once a jackpot is won, the progressive jackpot is reset with a predetermined base amount. While we may maintain a provision for these progressive jackpots, the cost of the progressive jackpot payout would be a cash outflow for the business in the period in which it is won with a potentially significant adverse effect on our financial condition and cash flows. Because winning is underpinned by a random mechanism, we cannot predict with absolute certainty when a jackpot will be won. In addition, we may not insure against random outcomes or jackpot wins.

Our projections will be subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations, both inside and outside of the United States. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

We operate in rapidly changing and competitive industries and our projections are subject to the risks and assumptions made by management with respect to our industries. Operating results are difficult to forecast

because they generally depend on our assessment of the timing of adoption of future legislation and regulations by different jurisdictions, which are uncertain. In addition, due to our limited operating history, the ability to compare our projections against historic operating trends is limited. Furthermore, if we invest in the development of new products or distribution channels that do not achieve significant commercial success, whether because of competition or otherwise, we may not recover the often substantial “up front” costs of developing and marketing those products and distribution channels, or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels.

Additionally, as described above under “—Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects,” our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. If actual results differ from our estimates, analysts may negatively react and our stock price could be materially impacted.

Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.

Our operations may fluctuate due to seasonal trends and other factors. We believe that significant sporting events, such as the playoffs and championship games tend to impact, among other things, revenues from operations, key metrics and customer activity, and as such, our historical revenues generally have been highest in soccer, tennis and basketball. A majority of our current sports betting and revenue is generated from bets placed on, or contests relating to, soccer and we expect that soccer, tennis, basketball, football and other popular U.S. and European sports will represent a significant portion of our sports betting revenue, and as each has its own respective off-seasons, we may experience decreases in our future revenues during such periods. Our revenues may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup, or the cancellation or postponement of sporting events and races. In addition, certain individuals or teams advancing or failing to advance and their scores and other results within specific tournaments, games or events may impact our financial performance.

The success, including win or hold rates, of our online sportsbook and online casino products depends on a variety of factors and is not completely controlled by us.

We employ theoretical win rates to estimate what certain type of sports bet or online casino game, on average, will win or lose in the long run. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our sports betting and online casino wagers we offer to our customers. We use the hold percentage as an indicator of a sports bet’s or online casino game’s performance against its expected outcome. Although each sports bet or online casino game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In particular, we focus on realizing the high margins associated with parlay bets. While parlay bets typically fall within a defined statistical range of outcomes, an atypical amount of successful parlay bets in any given period could have short-term material impact on our operations. In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a customer’s skill, experience and behavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent gambling. As a result of the variability in these factors, the actual win rates on our sports bets and online casino games may differ from the theoretical win rates we have estimated and could result in the winnings of our sportsbook’s or online casino game’s customers exceeding those anticipated. The variability of win rates (hold rates) also have the potential to negatively impact our financial condition, results of operations, and cash flows.

Our success also depends in part on our ability to anticipate and satisfy customer preferences in a timely manner. As we operate in a dynamic environment characterized by rapidly changing industry and legal standards,

our products are subject to changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new offerings and identify future product offerings that complement our existing platforms, respond to our customers’ needs and improve and enhance our existing platforms to maintain or increase our customer engagement and growth of our business. We may not be able to compete effectively unless our product selection keeps up with trends in the digital sports entertainment and gaming industries in which we compete, or trends in new gaming products.

We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. Our games and other software applications and systems, and the third-party platforms upon which they are made available could contain undetected errors.

Our technology infrastructure is critical to the performance of our platform and offerings and to customer satisfaction. We devote significant resources to network and data security to protect our systems and data. However, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We cannot assure you that the measures we take to prevent or hinder cyber-attacks and protect our systems, data and customer information and to prevent outages, data or information loss, fraud and to prevent or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services, will provide absolute security. We may in the future experience website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. To date, we have not had a material impact from such disruptions; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition, results of operations and prospects. Additionally, our products may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch. If a particular product offering is unavailable when customers attempt to access it or navigation through our platforms is slower than they expect, customers may be unable to place their bets or set their line-ups in time and may be less likely to return to our platforms as often, if at all. Furthermore, programming errors, defects and data corruption could disrupt our operations, adversely affect the experience of our customers, harm our reputation, cause our customers to stop utilizing our platforms, divert our resources and delay market acceptance of our offerings, any of which could result in legal liability to us or harm our business, financial condition, results of operations and prospects.

If our customer base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our customers’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the customer experience or increase our costs. As such, we could fail to continue to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies (such as COVID-19) or other catastrophic events. We believe that if our customers have a negative experience with our offerings, or if our brand or reputation is negatively affected, customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to customers, damage to our reputation, and a loss of confidence in our products and services, which could adversely affect our business.

The secure maintenance and transmission of customer information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our customers’ information may be lost, disclosed, accessed or taken without our customers’ consent. We cannot provide assurance that we will not experience any cyberattacks in the future and such cyberattacks may have a material impact on our operations or financial results.

We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of customer information, including customers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal information, resulting in the perception that our systems are insecure. Any

compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We rely on third-party service providers with respect to our platform and to deliver our offerings to customers on our platform, and any disruption of or interference with our use of such services could adversely affect our business, financial condition, results of operations and prospects.

We currently host our sports betting and online casino platforms and support our operations using our private cloud infrastructure, which is built using third-party platform and datacenter providers. In addition, as we continue to enter new jurisdictions, we may rely on third-party providers of cloud infrastructure services. We do not, and will not, have control over the operations of the facilities or infrastructure of any third-party service providers, including third-party platform providers, that we use. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance will be critical to our success. We have experienced, and we expect that in the future we will experience, interruptions, delays and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect our ability to meet the requirements of our customers. As our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand and the usage of our offerings increases.

In the event that any of our agreements with these third-party service providers are terminated, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new platform providers, data site providers or cloud infrastructure service providers. Although alternative providers could host our platform on a substantially similar basis, such transition could potentially be disruptive and we could incur significant one-time costs.

Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase our costs and impair our ability to attract new customers, any of which could adversely affect our business, financial condition and results of operations.

Our growth prospects and market potential will depend on our ability to obtain and maintain Gaming Approvals to operate in a number of jurisdictions and if we fail to obtain and maintain such Gaming Approvals our business, financial condition, results of operations and prospects could be impaired.

Our ability to grow our business will depend on our ability to obtain and maintain Gaming Approvals to offer our product offerings in a large number of jurisdictions or in heavily populated jurisdictions. If we fail to obtain and maintain Gaming Approvals in large jurisdictions or in a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of our product offerings, increasing our customer base and/or generating revenues. We cannot be certain that we will be able to obtain and maintain Gaming Approvals necessary to conduct our online sports betting and online casino operations. Any failure to obtain and maintain Gaming Approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.

Furthermore, even if such Gaming Approvals are obtained and/or maintained, certain states’ sports betting laws limit online sports betting to a finite number of retail operators, such as casinos, tribes or tracks. A “skin” is a legal authorization from a state that provides a market access opportunity for mobile operators to offer online

sports betting services pursuant to a relationship with a casino, tribe or track. The entities that control those “skins,” and the numbers of “skins” available, are typically determined by a state’s sports betting law. In most of the jurisdictions in which we offer or may offer sports betting and our online casino, we currently and in the future may rely on a retail/physical casino, tribe or track to get a “skin.” These “skins” are what allows us to gain access to jurisdictions where online operators are required to have a retail relationship. We will be dependent on strategic relationships with certain retail operators in order to be able to offer our products in such states. If we cannot establish, renew or manage our relationships, our relationships could terminate and we would not be allowed to operate in those jurisdictions unless and until we enter into new relationships. As a result, our business, financial condition and results of operations could be adversely affected.

Our business strategy anticipates substantial growth, and if we fail to adequately scale product offerings and manage our entry into new territories, our business and reputation may be harmed.

A core element of our business strategy is to expand our operations into new markets, primarily the United States, as regulations approving online sports betting and casinos are implemented. We will be required to add infrastructure, expand our systems and harden our control processes to accommodate this increased scale. This geographic expansion will require us to comply with additional regulatory regimes, secure Gaming Approvals, build additional equipment, develop new and expand existing strategic relationships and maintain human resources to service customers in those markets.

Our growth is expected to place a significant strain on our managerial, administrative, operational and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things:

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implement additional management information systems;

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further develop our operating, administrative, legal, financial and accounting systems and controls;

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hire additional personnel;

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develop additional levels of management within our Company;

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locate additional office space in various countries; and

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maintain close coordination among our engineering, operations, legal, finance, sales and marketing and customer service and support organizations.

Failure to accomplish any of these requirements could adversely affect our ability to deliver our product and service offerings in a timely fashion, fulfill existing customer commitments or attract and retain new customers.

In addition, as we continue to expand our business in the United States, we will face risks associated with expanding in markets where we have limited or no experience and where we may be less well-known or have fewer local resources. If we fail to execute our expansion strategy, we may be subject to a variety of risks inherent in doing business internationally, including:

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political, social and economic instability of each foreign jurisdiction where we operate;

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fluctuations in currency exchange rates;

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compliance challenges due to different laws and regulatory environments, particularly in the case of gaming regulation, privacy and data security;

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potential non-compliance with tax regulations in multiple tax jurisdictions;

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risks related to the overall legal and regulatory environment in the United States, including with respect to privacy, difficulties understanding and ensuring compliance with multiple, conflicting and changing laws, rules and regulations by both our employees and our business partners, over whom we exert no control, and unexpected changes in law, regulatory requirements and enforcement;

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potential damage to our brand and reputation due to compliance with local laws, including potential censorship and/or requirements to provide user information to local authorities;

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difficulties in staffing and managing global operations and the increased travel, infrastructure and compliance costs associated with multiple international locations; and

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differing levels of technology development in different countries, including third party payment platforms.

As we expand further into new and existing countries, regions and markets, these risks could intensify, and efforts we make to expand our businesses and operations internationally may not be successful. Failure to expand internationally and manage the complexity of our global operations successfully could materially and adversely affect our business, financial condition and results of operations

We have business operations located in many countries and a significant level of operations outside of the United States, which subjects us to additional costs and risks that could adversely affect our operating results.

A significant portion of our operations is located outside of the United States. In addition to the customer base and operations in the United Kingdom, we have operations in Malta and Gibraltar, with a significant portion of our software development personnel located in Turkey.

Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business. As a result of our international operations, we are subject to a variety of risks and challenges in managing an organization operating in various countries, including those related to:

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challenges caused by distance as well as language and cultural differences;

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general economic conditions in each country or region;

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regulatory changes;

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political unrest, terrorism and the potential for other hostilities;

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public health risks, particularly in areas in which we have significant operations;

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longer payment cycles and difficulties in collecting accounts receivable;

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overlapping or changes in tax regimes;

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difficulties in transferring funds from certain countries;

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laws such as the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act, and local laws which also prohibit corrupt payments to governmental officials; and

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reduced protection for intellectual property rights in some countries.

If we are unable to expand or adequately staff and manage our existing development operations, we may not realize, in whole or in part, the anticipated benefits from these initiatives (including lower development expenses), which in turn could materially adversely affect our business, financial condition, and results of operations.

We rely on third-party providers to validate the identity and identify the location of our customers, and if such providers fail to perform adequately, provide accurate information or we do not maintain business relationships with them, our business, financial condition and results of operations could be adversely affected.

There is no guarantee that the third-party geolocation and identity verification systems that we rely on will perform adequately, or be effective. We rely on our geolocation and identity verification systems to ensure we

are in compliance with certain laws and regulations, and any service disruption to those systems would prohibit us from operating our platform, and would adversely affect our business. Additionally, incorrect or misleading geolocation and identity verification data with respect to current or potential customers received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who should not be permitted to access them, or otherwise inadvertently deny access to individuals who should be able to access our offerings, in each case based on inaccurate identity or geographic location determination. Our third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by our third-party services providers may result in their inability to accurately determine the location of our customers. Moreover, our inability to maintain our existing contracts with third-party services providers, or to replace them with equivalent third parties, may result in our inability to access geolocation and identity verification data necessary for our day-to-day operations. If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition and results of operations could be adversely affected.

Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our offerings.

Our platform contains software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.

Although we monitor our use of open source software to avoid subjecting our platform to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.

We rely on third-party payment processors to process deposits and withdrawals made by our customers into the platform, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition and results of operations could be adversely affected.

We rely on a limited number of third-party payment processors to process deposits and withdrawals made by our customers into our platform. If any of our third-party payment processors terminates its relationship with

us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate payment processor, and may not be able to secure similar terms or replace such payment processor in an acceptable time frame. Further, the software and services provided by our third-party payment processors may not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to customers on our platform, any of which could make our platform less trustworthy and convenient and adversely affect our ability to attract and retain our customers. Moreover, if we are unable to maintain our existing contracts with third-party payment processors or to replace them with equivalent third parties, particularly as we enter into new jurisdictions, we may be unable to process payments for our day-to-day operations and our business, financial condition and results of operations could be adversely affected.

Nearly all of our payments are made by credit card, debit card or through other third-party payment services, which subjects us to certain regulations and to the risk of fraud. We may in the future offer new payment options to customers that may be subject to additional regulations and risks. We are also subject to a number of other laws and regulations relating to the payments we accept from our customers, including with respect to money laundering, money transfers, privacy and information security. If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines and/or higher transaction fees and may lose our ability to accept online payments or other payment card transactions, which could make our offerings less convenient and attractive to our customers. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

For example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter differently. For example, certain states may have a more expansive view of who qualifies as a money transmitter. Additionally, outside of the United States, we are subject to additional laws, rules and regulations related to the provision of payments and financial services, and if we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject to will continue to expand. If we are found to be a money transmitter under any applicable regulation and we are not in compliance with such regulations, we may be subject to fines or other penalties in one or more jurisdictions levied by federal or state or local regulators, including state Attorneys General, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

Additionally, our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might prohibit us from providing certain offerings to some customers, be costly to implement or difficult to follow. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the customers on our platform violate these rules. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events. We rely on this data to determine when and how bets are settled. We have experienced, and may continue to experience, errors in this data feed, which may result in us incorrectly settling bets. If we cannot adequately resolve the issue with our customers, our customers may have a negative experience with our offerings, our brand or reputation may be negatively affected and our customers may be less

inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, a failure or significant interruption in our service would harm our reputation, business and operating results. Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame.

In addition, certain countries’ and U.S. states’ sports betting laws require sports betting providers to use designated “official” third-party sports data providers, which are typically affiliated with official sports leagues. To the extent we enter into any jurisdictions with such restrictions, we may need to find an alternative provider, and we may not be able to secure similar terms to our existing third-party data providers. Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

Our product platform and offerings must integrate with a variety of third-party operating systems, software, device and web browsers, and our business may be materially and adversely affected if we are unable to ensure that our platform and offerings interoperates with such third-party operating systems, device, software and web browsers.

We are dependent on the ability of our product platform and offerings to integrate with a variety of third-party operating systems, software and devices, particularly those including those associated with third-party online casino games and payment services, as well as web browsers that we do not control. Any changes in these systems that degrade the functionality of our or our platforms or products, impose additional costs or requirements on us, or give preferential treatment to competitive services, could materially and adversely affect usage of our platforms or products. In addition, system integrators may show insufficient appetite to enable our platform or products to integrate with a variety of operating systems, software and devices. In the event that it is difficult for our customers to access and use our platform or products, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Moreover, we may migrate our operations to alternative third party platform providers in the future. Any migration of our data and operations from an existing server to a new server may cause us to experience some duplication and incur additional costs. If our data migration is not successful, or if any third party platform provider unexpectedly terminates our agreement, we would be forced to incur additional expenses to locate an alternative provider and may experience outages or disruptions to our service. Any service disruption affecting our platform during such migration or while operating on the third party platform could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business.

We rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our success depends in part on our relationships with other third-party service providers. For example, we rely on third parties for content delivery, load balancing and protection against distributed denial-of-service attacks. If those providers do not perform adequately, our customers may experience issues or interruptions with their experiences. Furthermore, if any of our partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Any of these risks could increase our costs and

adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

We incorporate technology from third parties into our platform. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed. Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results of operations.

If we fail to detect fraud or theft, including by our customers and employees, our reputation may suffer which could harm our brand and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation.

We may incur losses from various types of financial fraud, including use of stolen or fraudulent credit card data, claims of unauthorized payments by a customer and attempted payments by customers with insufficient funds. Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card practices, we may be liable for use of funds on our platform with fraudulent credit card data, even if the associated financial institution approved the credit card transaction.

Acts of fraud may involve various tactics, including collusion. Successful exploitation of our systems could have negative effects on our product offerings, services and customer experience and could harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and prospects. In the event of the occurrence of any such issues with our existing platform or product offerings, substantial engineering and marketing resources and management attention, may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives.

In addition, any misappropriation of, or access to, customers’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, force us to modify our business practices, damage our reputation and expose us to claims from our customers, regulators, employees and other persons, any of which could have an adverse effect on our business, financial condition, results of operations and prospects. Despite measures we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations.

We are, from time to time, subject to various legal proceedings which, if adversely determined, could cause us to incur substantial losses. An adverse outcome in one or more of such proceedings could adversely affect our business.

From time to time, during the normal course of operating our business, we are subject to various legal proceedings. Because we cannot accurately predict the outcome of any action, it is possible that, as a result of current and/or future litigation, we will be subject to adverse judgments or settlements, some of which may not be covered under our insurance policies. Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, legal expenses and liabilities. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

If Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition and results of operations could be adversely affected.

A substantial portion of our network infrastructure is provided by third parties, including Internet service providers and other technology-based service providers. See “—We rely on third-party service providers with respect to our platform and to deliver our offerings to customers on our platform, and any disruption of or interference with our use of such services could adversely affect our business, financial condition, results of operations and prospects.” We require technology-based service providers to implement cyber-attack-resilient systems and processes. However, if Internet service providers experience service interruptions, including because of cyber-attacks, or due to an event causing an unusually high volume of Internet use (such as during the COVID-19 pandemic or other public health emergency), communications over the Internet may be interrupted and impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of our customers to access our platform or offerings in a timely fashion or at all. In addition, our ability to process e-commerce transactions depends on bank processing and credit card systems. To prepare for system problems, we continuously seek to strengthen and enhance our current facilities and the capabilities of our system infrastructure and support. Nevertheless, there can be no assurance that the Internet infrastructure or our own network systems will continue to be able to meet the demand placed on us by the continued growth of the Internet, the overall online sports betting and online casino and gaming industries and our customers. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (such as lack of net neutrality), may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks, which causes a loss of our customers’ property or personal information or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic, could result in a loss of anticipated revenue, interruptions to our platform and offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience and cause customers to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our growth may depend, in part, on the success of our current and future strategic relationships with third parties. Overreliance on certain third parties, or our inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.

We may, in the future, rely on relationships with sports leagues and teams, professional athletes and athlete organizations, advertisers, casinos and other third parties in order to attract customers to our platform. These relationships would, along with providers of online services, search engines, social media, directories and other websites and ecommerce businesses, direct consumers to our platform. In addition, many of the parties with whom we may have advertising arrangements provide advertising services to other companies, including other gaming platforms with whom we compete. While we believe there are other third parties that could drive customers to our platform, adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial condition, results of operations and prospects.

Our success depends upon our ability to acquire and retain customers, as well as adapt to and offer products that keep pace with changing technology and evolving industry standards. In addition, if we fail to make the right investment decisions in our offerings and technology platform, we may not attract and retain key customers and our revenue and results of operations may decline.

Our ability to acquire and retain customers is largely driven by our success in maintaining and increasing the quantity and quality of products on our platform. To satisfy customers, we need to continue to improve their online gaming experience and innovate and introduce product offerings that our customers find more rewarding to play than those of our competitors. This will require us to, among other things, continue to improve our technology, game mechanics, and procedures to optimize search results for our sports betting products and online casino games, tailor our sports betting products and third party online casino game offerings to additional geographic and demographic market segments, and improve the user-friendliness of our platform.

The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and service offerings, as well as in customer demands and expectations and regulations. We must continuously make decisions regarding which offerings and technology to invest in to meet customer demand in compliance with evolving industry standards and regulatory requirements and must continually introduce and successfully market new and innovative technologies, offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement. Our ability to engage, retain, and increase our customer base and to increase our revenue will depend heavily on our ability to successfully modify our offerings or create new offerings, both independently and together with third parties. For example, given our focus on customer engagement, our online sports betting and online casino game platform relies heavily on our ability to tailor the gaming experience to the individual customer’s preferences. If we are delayed in adapting new optimization tools, such as innovate artificial intelligence that can enhance tailoring of our gameplay, we may fail to acquire and retain our customers. In addition, we may introduce significant changes to our existing platforms and offerings or develop and introduce new and unproven products, with which we have little or no prior development or operating experience. The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well received by customers, even if well-reviewed and of high quality. If we are unable to develop technology and products that address customers’ needs or enhance and improve our existing platforms and offerings in a timely manner, that could have a material adverse effect on our business, financial condition, results of operations and prospects.

Although we intend to continue investing in our research and development efforts, if new or enhanced offerings fail to engage our customers or partners, we may fail to attract or retain customers or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative.

Creating additional offerings can also divert our management’s attention from other business issues and opportunities. Even if our new offerings attain market acceptance, those new offerings could exploit the market share of our existing product offerings or share of our customers’ wallets in a manner that could negatively impact their ecosystem. Furthermore, such expansion of our business increases the complexity of our business and places a significant strain on our management, operations, technical systems and financial resources and we may not recover the often-substantial up-front costs of developing and marketing new offerings, or recover the opportunity cost of diverting management and financial resources away from other offerings. In the event of continued growth of our operations, products or in the number of third-party relationships, we may not have adequate resources, operationally, technologically or otherwise to support such growth and the quality of our platforms, offerings or our relationships with third parties could suffer. In addition, failure to effectively identify, pursue and execute new business initiatives, or to efficiently adapt our processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition, results of operations and prospects.

Any new offerings may also require our customers to utilize new skills to use our platform. This could create a lag in adoption of new offerings and new customer additions related to any new offerings. To the extent that future customers are less willing to invest the time to learn to use our products, and if we are unable to make our products easier to learn to use, our customer growth or engagement could be affected, and our business could be harmed. We may develop new products that increase customer engagement and costs without increasing revenue.

Additionally, we may make bad or unprofitable decisions regarding these investments. If new or existing competitors offer more attractive offerings, we may lose customers or customers may decrease their spending on our platforms. New customer demands, superior competitive offerings, new industry standards or changes in the regulatory environment could render our existing offerings unattractive, unmarketable or obsolete and require us to make substantial unanticipated changes to our platforms or business model. Our failure to adapt to a rapidly changing market or evolving customer demands could harm our business, financial condition, results of operations and prospects.

Our growth will depend on our ability to attract and retain customers, and the loss of our customers, failure to attract new customers in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results of operations and prospects.

Our ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new customers to our offerings, retain existing customers of our offerings and reactivate customers in a cost-effective manner. Achieving growth in our community of customers may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment. We expect to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve our objectives. If the search engines on which we rely modify their algorithms, change their terms around gaming, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer customers may click through to our website. If links to our website are not displayed prominently in online search results, if fewer customers click through to our website, if our other digital marketing campaigns are not effective, of it the costs of attracting customers using any of our current methods significantly increase, then our ability to efficiently attract new customers could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.

In addition, our ability to increase the number of customers of our offerings will depend on continued customer adoption of online sportsbooks, online casino games and the online sports betting industry generally. Growth in the online sports betting industry and the level of demand for and market acceptance of our product offerings will be subject to a high degree of uncertainty. We cannot assure that consumer adoption of our product offerings will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and we modify our platform to comply with those standards, we may need customers to take certain actions to continue playing, such as performing age verification checks or accepting new terms and conditions. Customers may stop using our product offerings at any time, including if the quality of the customer experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings.

Negative events or negative media coverage relating to, or a declining popularity of, sports betting, the underlying sports or athletes, online sports betting or online casino games in particular, or other negative coverage may adversely impact our ability to retain or attract customers, which could have an adverse impact on our business.

Public opinion can significantly influence our business. Unfavorable publicity regarding us, for example, our product changes, product quality, litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships or the underlying sports (including declining popularity of the sports or athletes) could seriously harm our reputation. In addition, a negative shift in the perception of sports betting and online casino games by the public or by politicians, lobbyists or others could affect future legislation of sports betting and online casino games, which could cause jurisdictions to abandon proposals to legalize sports betting and online casino games, thereby limiting the number of jurisdictions in which we can operate. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also lead to new restrictions on or to the prohibition of online casino games or online sports betting in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customer base and result in decreased revenue or slower customer growth rates, which could seriously harm our business.

Our business model depends upon the continued compatibility between our app and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings. If Google Play or the Apple App Store prevent customers from downloading our apps or block advertising from being delivered to our customers, our ability to grow our revenue, profitability and prospects may be adversely affected.

The substantial majority of our customers access our product offerings primarily on mobile devices, and we believe that this will continue to be increasingly important to our long-term success. Our business model depends upon the continued compatibility between our app and the major mobile operating systems. Third parties with whom we do not have any formal relationships control the design of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers may also impact the ability to download apps or access specified content on mobile devices. In addition, we rely upon third-party platforms for distribution of our product offerings. The Wynn Interactive product offering is delivered as a free application through both the Apple App Store and the Google Play Store and is also accessible via mobile and traditional websites. The Google Play store and Apple App Store are global application distribution platforms and the main distribution channels for our app. As such, the promotion, distribution and operation of our app are subject to the respective distribution platforms’ standard terms and policies for application developers, which are very broad and subject to frequent changes and interpretation. Furthermore, the distribution platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications and with all publishers. To the extent Google or Apple restrict our product offerings from their distribution platforms, or if they implement a policy restricting online sports betting or online casino applications in general, we would have to find alternative distribution platforms to provide customers access to our product offerings to customers. Any such restrictions would have an adverse effect on our product usage and monetization on mobile devices.

There is no guarantee that popular mobile devices will start or continue to support or feature our product offerings, or that mobile device customers will continue to use our product offerings rather than competing products. We are dependent on the interoperability of our platforms with popular mobile operating systems, technologies, networks and standards that we do not control, such as the Android and iOS operating systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers and carriers, or in their terms of service or policies that degrade our offerings’ functionality, reduce or eliminate our ability to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees or other charges related to delivering our offerings, could adversely affect our product usage and monetization on mobile devices.

Moreover, our products require high-bandwidth data capabilities in order to place time-sensitive bets. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our customer growth, retention, and engagement may be seriously harmed. Additionally, to deliver high-quality content over mobile cellular networks, our product offerings must work well with a range of mobile technologies, systems, networks, regulations, and standards that we do not control. In particular, any future changes to the iOS or Android operating systems may impact the accessibility, speed, functionality, and other performance aspects of our platforms, which issues are likely to occur in the future from time to time. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity, or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our products and increase our cost of doing business. Specifically, any laws that would allow mobile providers in the United States to impede access to content, or otherwise discriminate against content providers like us, such as providing for faster or better access to our competitors, over their data networks, could have a material adverse effect on our business, financial condition, results of operations and prospects. Furthermore, we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies, systems, networks, regulations, or standards. If it becomes more difficult for our customers to access and use our platform on their mobile devices, if our customers choose not to access or use our platform on their mobile devices, or if our customers choose to use mobile products that do not offer access to our platform, our customer growth, retention, and engagement could be seriously harmed.

In addition, if any of the third-party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms, either because of technological constraints or because the owner of these distribution platforms wished to impair our ability to serve ads on them, our ability to generate revenue could be harmed. Also, technologies may be developed that can block the display of our ads. These changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively adjust to those changes, there could be an adverse effect on our business, financial condition, results of operations or prospects.

We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions.

As part of our business strategy, we may make acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. We may decide to pursue acquisitions with which our investors may not agree and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. In addition, if

we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed. Acquisitions may expose us to operational challenges and risks, including:

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the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and products into our business;

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incurrence of indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations;

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entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions;

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diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth;

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the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and

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the ability to retain or hire qualified personnel required for expanded operations.

Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing common shares to fund an acquisition would cause economic dilution to existing shareholders. If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our common shares unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.

Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation, or the regulatory climate applicable to our products and services, or changes in tax rules and regulations or interpretation thereof related to our products and services, could adversely impact our ability to operate our business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations.

We are generally subject to laws and regulations relating to sports betting and online casino games in the jurisdictions in which we conduct our business and those jurisdictions in which we offer our services, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit sports betting and/or online gaming, while others have taken the position that such activities should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. Additionally some jurisdictions in which we operate Social Games could presently be unregulated or partially regulated and therefore more susceptible to the enactment or change of laws and regulations.

We have the necessary Gaming Approvals to operate in each of the jurisdictions in which we offer sports betting or online casino games.

In May 2018, the U.S. Supreme Court struck down as unconstitutional the Professional and Amateur Sports Protection Act of 1992, or PASPA. This decision has the effect of lifting federal restrictions on sports betting and thus allows states to determine by themselves the legality of sports betting. Since the repeal of PASPA, several states and Washington D.C. have legalized online sports betting. To the extent new real money gaming or sports betting jurisdictions are established or expanded, we cannot guarantee that we will be successful in penetrating such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions. If we are unable to effectively develop and operate directly or indirectly within these new jurisdictions or if our competitors are able to successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material adverse effect on our business, operating results and financial condition. Our failure to obtain or maintain the necessary Gaming Approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on our business. See “Information About the Company—Government Regulation” To expand into new jurisdictions, we may need Gaming Approvals and approvals of our product offerings. This is a time-consuming process that can be extremely costly. Any delays in obtaining or difficulty in maintaining Gaming Approvals needed for expansion within existing jurisdictions or into new jurisdictions can negatively affect our opportunities for growth, including the growth of our customer base, or delay our ability to recognize revenue from our offerings in any such jurisdictions.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and financial results. For example, in certain jurisdictions, we may be required to hold a certain threshold of funds in escrow to protect against successful bets. To the extent future legislative or regulatory action increases the amount required to be held in escrow, our liquidity could be adversely impacted and it may have a material impact on our operations and financial results. In addition, governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable Gaming Approvals. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in the sports betting and online casino industries. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the sports betting and online casino industries (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination that a jurisdiction should be blocked, or because a Gaming Approval may be costly for us to obtain and/or such Gaming Approval may contain other commercially undesirable conditions.

Our growth prospects depend on the legal status of real-money gaming in various jurisdictions and legalization may not occur in as many jurisdictions as we expect, or may occur at a slower pace than we anticipate. Additionally, even if jurisdictions legalize real money gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations or securing the necessary Gaming Approvals to operate in a particular jurisdiction may take longer than we anticipate, which could adversely affect our future results of operations and make it more difficult to meet our expectations for financial performance.

A number of jurisdictions have legalized, or are currently considering legalizing, real money gaming, and our business, financial condition, results of operations and prospects are significantly dependent upon legalization of real money gaming. Our business plan is partially based upon the legalization of real money gaming for a specific percent of the population on a yearly basis and the legalization may not occur as we have

anticipated. Additionally, with regard to the U.S. market, if a large number of additional states or the federal government enact real money gaming legislation and we are unable to obtain, or are otherwise delayed in obtaining the necessary Gaming Approvals to operate online sports betting or online casino websites in U.S. jurisdictions where such games are legalized, our future growth in online sports betting and online casino games could be materially impaired.

As we enter into new jurisdictions, even if jurisdictions legalize real money gaming, certain jurisdictions may legalize real money gaming in a manner that is unfavorable to us. As a result, we may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, certain jurisdictions require us to have a relationship with a land-based, licensed casino for online access, which tends to increase our costs of revenue. See “Our growth prospects and market potential will depend on our ability to obtain and maintain Gaming Approvals to operate in a number of jurisdictions and if we fail to obtain and maintain such Gaming Approvals our business, financial condition, results of operations and prospects could be impaired.”

In addition, certain countries and U.S. states that have established state-run monopolies may limit opportunities for private sector participants like us. States also impose substantial tax rates on online sports betting and online casino revenue, in addition to sales taxes in certain jurisdictions and a federal excise tax of 25 basis points on the amount of each wager. As most state product taxes apply to various measures of modified gross profit, tax rates, whether federal- or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting or online casinos, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more commercially attractive than others.

Failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a Gaming Approval applied for in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of Gaming Approval applications or cancelation of existing Gaming Approvals in other jurisdictions, or could cause financial institutions, online and mobile platforms, advertisers and distributors to stop providing services to us which we rely upon to receive payments from, or distribute amounts to, our customers, or otherwise to deliver and promote our services.

Compliance with the various regulations applicable to real money gaming is costly and time-consuming. Regulatory authorities at the non-U.S., U.S. federal, state and local levels have broad powers with respect to the regulation and licensing of real money gaming operations and may revoke, suspend, condition or limit our real money Gaming Approvals, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our business, financial condition, results of operations and prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. We will strive to comply with all applicable laws and regulations relating to our business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business.

Any real money Gaming Approvals could be revoked, suspended or conditioned at any time. The loss of a Gaming Approval in one jurisdiction could trigger the loss of a Gaming Approval or affect our eligibility for

such Gaming Approval in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions. We may be unable to obtain or maintain all Gaming Approvals, and could incur fines or experience delays related to the approval process, which could adversely affect our operations. Our delay or failure to obtain or maintain Gaming Approvals in any jurisdiction may prevent us from distributing our offerings, increasing our customer base and/or generating revenues. We cannot assure you that we will be able to obtain and maintain the Gaming Approvals necessary to conduct our sports betting and online casino operations. Any failure to maintain or renew Gaming Approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.

We have been the subject of governmental inquiries with respect to the operation of our businesses and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions. Any such investigation, inquiry, proceeding or action, could adversely affect our business.

We have received formal and informal inquiries from time to time, from government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, and we may receive such inquiries in the future, particularly as we grow and expand our operations. Violation of existing or future regulations, regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our business practices in a manner materially adverse to our business.

Participation in the sports betting industry exposes us to trading, liability management and pricing risk. We may experience lower than expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any failure of its sports risk management processes.

Our fixed-odds betting products involve betting where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the bookmaker over a large number of events and therefore, over the long term, our gross win percentage has remained fairly constant. However, there can be significant variation in gross win percentage event-by-event and day-by-day. We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure, and consequently our exposure to this risk in the future. As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience (and we have from time to time experienced) significant losses with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. Odds compilers and risk managers are capable of human error, thus even allowing for the fact that a number of betting products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses on a gross-win basis could have a material adverse effect on our business, financial condition and results of operations. In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), this too would impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.

Obvious errors in sportsbook odds making occasionally occur in the normal course of business, sometimes for large liabilities. While it is a worldwide standard business practice to void bets associated with obvious errors or to correct the odds, there is no guarantee regulators will approve voiding obvious errors moving forward in every case.

Our sportsbook offers a spectrum of betting markets across a number of sports, and the odds are set through a combination of algorithmic and manual odds making. Bet acceptance is also a combination of automatic and

manual acceptance. In some cases, the odds offered on the platform constitute an obvious error. Examples of such errors are inverted lines between teams, or odds that are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error. It is commonplace virtually worldwide for operators to void bets associated with such palpable errors, and in most mature jurisdictions these bets can be voided without regulatory approval at operator discretion. In the United States, it is unclear long term if state-by-state regulators will consistently approve voids or re-setting odds to correct odds on such bets. In some cases, we require regulatory approval to void obvious errors ahead of time. If regulators were to not allow voiding of bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.

We follow the industry practice of restricting and managing betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; however there is no guarantee that states will allow operators such as us to limit on the individual customer level.

Similar to a credit card company managing individual risk on the customer level through credit limits, it is customary for sports betting operators to manage customer betting limits at the individual level to manage enterprise risk levels. We believe this practice is beneficial overall, because if it were not possible, the betting options would be restricted globally and limits available to customers would be much lower to insulate overall risk due to the existence of a very small segment of highly sophisticated syndicates and algorithmic bettors, or bettors looking to take advantage of platform errors and omissions. We believe virtually all operators balance taking reasonable action from all customers against the risk of individual customers significantly harming the business viability. We cannot assure you that all state legislation and regulation will always allow operators to execute limits at the individual customer level, or at their sole discretion.

We may have difficulty accessing the service of banks, credit card issuers and payment processing services providers, which may make it difficult to sell our products and services.

Although financial institutions and payment processors are permitted to provide services to us and others in our industry, banks, credit card issuers and payment processing service providers may be hesitant to offer banking and payment processing services to real money gaming businesses. Consequently, those businesses involved in our industry, including our own, may encounter difficulties in establishing and maintaining banking and payment processing relationships with a full scope of services and generating market rate interest. If we were unable to maintain our bank accounts or our customers were unable to use their credit cards, bank accounts or e-wallets to make deposits and withdrawals from our platforms it would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical and security challenges which could result in an inability to implement our business plan.

Continued growth and success will depend on the performance of our current and future employees, including certain key employees. Recruitment and retention of these individuals is vital to growing our business and meeting our business plans. The loss of any of our key executives or other key employees could harm our business.

We depend on a limited number of key personnel to manage and operate our business, including our Chief Executive Officer, President and Executive Director, Craig Billings, our co-founder, director and Chief Product Officer, Sadok Kohen, and our Chief Financial Officer, Alp Guler. The leadership of our current executive officers has been a critical element in building our operations, and the departure, death or disability of any one of our executive officers or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on our business.

In addition, certain of our other employees have made significant contributions to their growth and success. We believe our success and our ability to compete and grow will depend in large part on the efforts and talents of

our employees and on our ability to retain highly skilled personnel. The competition for these types of personnel is intense and we compete with other potential employers for the services of our employees. As a result, we may not succeed in retaining the executives and other key employees that we need. Employees, particularly analysts and engineers, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. We cannot provide assurance that we will be able to attract or retain such highly qualified personnel in the future. In addition, the loss of employees or the inability to hire additional skilled employees as necessary could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

The unexpected loss of services of one or more of these key employees could have a material adverse effect on our business, financial condition, results of operations and prospects. Additionally, as we grow and develop the infrastructure of a public company, we may find it difficult to maintain our entrepreneurial, innovative and team-based culture. Our retention and recruiting may require significant increases in compensation expense as we transition to a public company, which would adversely affect our results of operation. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business could be seriously harmed.

In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations, could cause the business to be non-compliant with its obligations, or imperil its ability to obtain or maintain licenses necessary for the conduct of the business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities.

As part of obtaining real money gaming Gaming Approvals, the responsible Gaming Authority will generally determine suitability of certain directors, officers, employees and, significant shareholders. The criteria used by Gaming Authorities to make determinations as to who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions, but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming Authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any Gaming Authority with jurisdiction over our business were to find an applicable officer, director, employee or significant shareholder of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever our relationship with that person. Furthermore, such Gaming Authorities may require us to terminate the employment of any person who refuses to file required applications. Either result could have a material adverse effect on our business, operations and prospects. See “Information About the Company—Government Regulation.” Additionally, Gaming Authorities may refuse to issue or renew a Gaming Approval or restrict or condition the same, based on our past or present activities, or the past or present activities of our current or former directors, officers, employees, shareholders or third parties with whom we have relationships, which could adversely affect our operations or financial condition. For example, Gaming Authorities may restrict us from accepting wagers on certain professional sporting events if any of our shareholders, officers, directors or employees also hold an interest in a professional team participating in the event or may cause any person holding such interest in the professional team to cease to be a person required to be found suitable. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect our directors, officers, key employees, or other aspects of our operations. To date, we have obtained all Gaming Approvals necessary for our operations. However, we can give no assurance that any additional Gaming Approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction of suitability requirements of our directors, officers, key employees and significant shareholders. Any

failure to renew or maintain our Gaming Approvals or to receive new Gaming Approvals when necessary would have a material adverse effect on us.

Due to the nature of ourbusiness, we are subject to taxation in several jurisdictions and changes in, or new interpretation of, tax laws, tax rulings or their application by tax authorities could result in additional tax liabilities and could materially affect our financial condition and results of operations.

Our tax obligations will be varied and include U.S. federal, state and non-U.S. taxes due to the nature of our business. The tax laws that will be applicable to our business are subject to interpretation, and significant judgment will be required in determining our worldwide provision for income taxes. In the course of our business, there will be many transactions and calculations where the ultimate tax determination is uncertain. For example, compliance with the 2017 United States Tax Cuts and Jobs Act (“TCJA”) may in the future require the collection of information not regularly produced within our Company, the use of estimates in our consolidated financial statements, and the exercise of significant judgment in accounting for its provisions. As our results of operations fluctuate in the future and as regulations and guidance evolve with respect to the TCJA, our consolidated financial statements may be materially affected.

Additionally, several legislative proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals include a potential increase in the U.S. corporate income tax rate from 21% to 28%. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our business and future profitability.

The gaming industry represents a significant source of tax revenue to the jurisdictions in which we operate. Gaming companies and business-to-business providers in the gaming industry (directly and/or indirectly by way of their commercial relationships with operators) are currently subject to significant taxes and fees in addition to normal corporate income taxes, and such taxes and fees are subject to increase at any time. From time to time, various legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gaming industry. In addition, any worsening of economic conditions and the large number of jurisdictions with significant current or projected budget deficits could intensify the efforts of governments to raise revenues through increases in gaming taxes and/or other taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration or interpretation or enforcement of such laws. Any material increase in such taxes or fees, or the adoption of additional taxes or fees, could have a material adverse effect on our business, financial condition, results of operations and prospects.

The application globally of indirect taxes, such as sales and use tax, value-added tax, provincial taxes, goods and services tax, digital tax, business tax and gross receipt tax, to our business is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations. A number of jurisdictions globally have introduced (or are looking to introduce) additional reporting, record-keeping, calculation, collection and remittance obligations in respect of indirect taxes on businesses like ours that are engaged in e-commerce.

Additionally, tax authorities may impose indirect taxes on Internet-related commercial activity based on existing statutes and regulations which, in some cases, were established prior to the advent of the Internet. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries. The application of such laws may be inconsistent from jurisdiction to jurisdiction. Our in-jurisdiction activities may vary from period to period which could result in differences in nexus from period to period.

We are subject to periodic review and audit by U.S. and non-U.S. tax authorities. Tax authorities may disagree with certain positions we have taken or that we will take, and any adverse outcome of such a review or audit could have a negative effect on our business, financial condition and results of operations. Although we

believe that our tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult.

Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business, financial condition and results of operations.

We rely on trademark, copyright, patent, trade secret, and domain-name-protection laws to protect our proprietary rights. In the United States and internationally, Wynn Parent and its affiliates have filed various applications to protect aspects of their intellectual property, and currently hold a number of issued patents in multiple jurisdictions. In the future we may acquire additional patents or patent portfolios, which could require significant cash expenditures. However, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights. There can be no assurance that others will not offer products or services that are substantially similar to ours and compete with our business.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries from which our online casino product offerings or platforms are accessible. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business, thereby harming our operating results. Furthermore, if we are unable to protect our proprietary rights or prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to more effectively mimic our offerings and service. Any of these events could seriously harm our business.

We will rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services. Failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.

We will rely on products, technologies and intellectual property that we license from third parties, for use in our online sportsbook and online casino offerings. Substantially all of our offerings and services use intellectual property licensed from third parties. The future success of our business may depend, in part, on our ability to obtain, retain and/or expand licenses for popular technologies and games in a competitive market. We cannot assure that these third-party licenses, or support for such licensed products and technologies, will continue to be available to us on commercially reasonable terms, if at all. In the event that we cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products that include or incorporate the licensed intellectual property.

The regulatory review process and licensing requirements also may preclude us from using technologies owned or developed by third parties if those parties are unwilling to subject themselves to regulatory review or do not meet regulatory requirements. Some Gaming Authorities require gaming manufacturers to obtain approval before engaging in certain transactions, such as acquisitions, mergers, reorganizations, financings, stock offerings and share repurchases. Obtaining such approvals can be costly and time consuming, and we cannot assure that such approvals will be granted or that the approval process will not result in delays or disruptions to our strategic objectives.

Our insurance may not provide adequate levels of coverage against claims.

We maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

We are subject to risks related to corporate social responsibility, responsible gaming, reputation and ethical conduct.

Many factors influence our reputation and the value of our brands, including the perception held by our customers, business partners, investors, other key stakeholders and the communities in which we operate, such as our social responsibility, corporate governance and responsible gaming practices. We have faced, and will likely continue to face, increased scrutiny related to social, governance and responsible gaming activities, and our reputation and the value of our brands can be materially adversely harmed if we fail to act responsibly in a number of areas, such as diversity and inclusion, workplace conduct, responsible gaming, human rights, philanthropy and support for local communities. Any harm to our reputation could impact employee engagement and retention, and the willingness of customers and partners to do business with us, which could have a materially adverse effect on our business, results of operations and cash flows. Illegal, unethical or fraudulent activities perpetrated by any of our directors, officers, senior management, employees, other personnel and third-party suppliers and partners could expose us to potential reputational damage and financial loss.

Compliance with evolving data privacy regulations may cause us to incur additional expenses, and any violation could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data.

We collect and process information relating to our employees, our customers, and others for various business purposes, including payment processing, marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the United States and other jurisdictions around the world. Privacy laws and regulations continue to evolve and on occasion may be inconsistent between jurisdictions. Various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. For example, the European Union has adopted a data protection regulation known as the General Data Protection Regulation, which became fully enforceable in May 2018, that includes operational and compliance requirements with significant penalties for non-compliance. In addition, certain states in which we operate have enacted and others are in the process of enacting, new privacy law, such as the Virginia Consumer Data Protection Act of 2021 or the Colorado Privacy Act of 2021, which took effect in 2020 and provide some of the strongest privacy requirements in the United States. Following Brexit, the UK has adopted its own data protection and direct marketing laws (the “UK data protection laws”) which are currently based on the corresponding EU legislation. Our UK-facing operations may therefore be subject to specific compliance obligations under the UK data protection laws. In our efforts to comply with these requirements, we rely on positions and interpretations of the law that have yet to be fully tested before the relevant courts and regulators. While the UK data protection laws are currently similar to the corresponding EU laws, it is possible that those laws will diverge in the future; to the extent that those laws do diverge, then that may increase the costs of maintaining regulatory compliance.

Given the increased number of jurisdictions in which we intend to operate, we may experience delays in the licensing application and approval process, depending on the regulatory requirements in each relevant jurisdiction.

Applications for Gaming Approvals frequently involve an in-depth suitability review of the applicant’s business and associated individuals including certain officers, directors, key employees and significant

shareholders. These applications take substantial time to prepare and submit, often requiring the production of multiple years’ worth of business and personal financial records and disclosures which take considerable time to compile, followed by the regulator’s investigatory process which may take months or even years to complete. Due to the increased number of jurisdictions in which we plan to operate, as well as additional jurisdictions which may pass laws authorizing and requiring licensure to operate sports betting or online casino games, we may experience delays in the application and approval process due to the volume of application materials we must prepare and submit and the number of jurisdictions for which information is required.

Risks Related to WBET’s Relationship with Wynn Parent

Throughout this section, references to “we,” “us,” “our” and the “Company” refer to WIL and its consolidated subsidiaries unless the context requires otherwise.

Wynn Parent will continue to own a significant percentage of our common shares and will be able to exert significant control over matters subject to shareholder approval.

After this offering, Wynn Parent will beneficially own, in the aggregate, approximately 72% of the voting power represented by all our outstanding classes of common shares, assuming No Redemptions. See “Principal Shareholders.” Wynn Parent and its affiliates will have significant influence over the management and affairs of our company, as well as the ability to control the outcome of matters submitted to our shareholders for approval, including the election of directors and the approval of significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets and the issuance or redemption of equity interests in certain circumstances. The interests of Wynn Parent may not always coincide with, and in some cases may conflict with, our interests and the interests of our other shareholders. For instance, Wynn Parent could attempt to delay or prevent a change in control of our company, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their common shares. This concentration of ownership may also affect the prevailing market price of our common shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in your best interests. So long as Wynn Parent continues to own a significant amount of our equity, it will continue to be able to strongly influence and effectively control our decisions.

Wynn Parent’s interests may conflict with our interests and the interests of our shareholders. Conflicts of interest between Wynn Parent and us could be resolved in a manner unfavorable to us and our public shareholders.

Various conflicts of interest between us and Wynn Parent could arise. Ownership interests of directors or officers of Wynn Parent in our common shares and ownership interests of our directors and officers in Wynn Parent’s common stock, or a person’s service either as a director or officer of both companies, could create or appear to create potential conflicts of interest when those directors and officers are faced with decisions relating to our company. These decisions could include:

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corporate opportunities;

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the impact that operating decisions for our business may have on Wynn Parent’s consolidated financial statements;

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differences in tax positions between Wynn Parent and us;

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future, potential commercial arrangements between Wynn Parent and us or between Wynn Parent and third parties;

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business combinations involving us;

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our dividend policy;

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management stock ownership; and

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the intercompany agreements between Wynn Parent and us.

Furthermore, disputes may arise between Wynn Parent and us relating to our past and ongoing relationship and these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to:

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tax, employee benefits, indemnification and other matters arising from this offering;

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the nature, quality and pricing of services Wynn Parent agrees to provide to us; and

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business combinations involving us.

We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. We may not have the leverage to negotiate amendments to our agreements with Wynn Parent, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

Certain of our directors and executive officers may have actual or potential conflicts of interest because of their positions with Wynn Parent.

Following this offering, Matt Maddox, Craig Billings and Ellen Whittemore will serve on our board of directors and retain their positions with Wynn Parent. Mr. Billings will also serve as our Chief Executive Officer and President. In addition, such individuals may own Wynn Parent’s common stock, options to purchase Wynn Parent’s common stock or other Wynn Parent’s equity awards. These individuals’ holdings of Wynn Parent’s common stock, options to purchase Wynn Parent’s common stock or other equity awards may be significant for some of these persons compared to these persons’ total assets. Their positions at Wynn Parent and the ownership of any Wynn Parent’s equity or equity awards creates, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for Wynn Parent than the decisions have for us.

If Wynn Parent becomes the subject of litigation, regulatory proceedings or other claims, or is subject to remedies in respect of such litigation or proceedings, even if not directly related to us, our business, operating results and financial condition could be adversely impacted.

We rely on Wynn Parent for a number of services, including legal, accounting, human resources, public relations, information services, and other corporate support services. Furthermore, we rely on our access to, and the value of, Wynn Parent’s intellectual property and brand. Wynn Parent and its subsidiaries are subject to extensive international, federal, state and local regulation, and licensing, gaming and other regulatory authorities have significant influence over Wynn Parent’s and its subsidiaries’ operations. Certain of these regulatory authorities also have extensive power to license and oversee the operations of Wynn Parent and could take action against Wynn Parent and its related licensees, including action that could affect the ability or terms upon which Wynn Parent’s subsidiaries hold their Gaming Approvals. Any such action taken against Wynn Parent may also have an impact on our operations, which could be material and adversely impact our business, operating results and financial condition.

Furthermore, if Wynn Parent becomes subject to litigation, regulatory proceedings or other claims, including proceedings with Gaming Authorities, or is subject to remedies in respect of such litigation or proceedings, we may also be affected, directly or indirectly, whether or not related to our operations. Any negative publicity or increased regulatory scrutiny related to Wynn Parent could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure for us or adversely affect our ability to acquire or maintain Gaming Approvals which effects could be material on our business, operating results and financial condition. Third parties may also seek to hold us responsible for Wynn Parent’s liabilities and, if we are ultimately held liable for them, we cannot assure you that we will be able to recover any resulting losses from Wynn Parent which could adversely affect our financial condition.

We rely on our access to Wynn Parent’s brands and reputation and some of Wynn Parent’s relationships.

We believe the association with Wynn Parent has contributed to our building relationships with our customers due to its recognized brands and products, as well as resources such as Wynn Parent’s intellectual property and access to third parties’ intellectual property. Any perceived loss of Wynn Parent’s scale, capital base and financial strength as a result of this offering, or any actual loss in the future, may prompt business partners to reprice, modify or terminate their relationships with us. In addition, a significant reduction of Wynn Parent’s ownership of our company may cause some of our existing agreements and licenses to be terminated. We cannot predict with certainty the effect that this offering will have on our business.

The services that we receive from Wynn Parent may not be sufficient for us to operate our business, and we would likely incur significant incremental costs if we lost access to Wynn Parent’ services.

We will need to obtain services from Wynn Parent relating to many important corporate functions under an intercompany services agreement. Following this offering, many of these services will be governed by an intercompany services agreement between us and Wynn Parent, or the Intercompany Services Agreement. Under the Intercompany Services Agreement, we will be able to use these Wynn Parent services for a fixed term established on a service-by-service basis. We generally will have the right to terminate a service before its stated termination date if we give notice to Wynn Parent. Partial reduction in the provision of any service requires Wynn Parent’s consent. In addition, either party will be able to terminate the Intercompany Services Agreement due to a material breach of the other party, upon prior written notice, subject to limited cure periods. We will pay Wynn Parent mutually agreed-upon fees for these services, which will be based on Wynn Parent’s costs of providing the services.

If we lost access to the services provided to us by Wynn Parent under the Intercompany Services Agreement, we would need to replicate or replace certain functions, systems and infrastructure. We may also need to make investments or hire additional employees to operate without the same access to Wynn Parent’s existing operational and administrative infrastructure. These initiatives may be costly to implement. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs could be subject to change.

We may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we have received in the past and will continue to receive from Wynn Parent under the Intercompany Services Agreement. Additionally, if the Intercompany Services Agreement is terminated, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from Wynn Parent. If we have to operate these functions separately, if we do not have our own adequate systems and business functions in place or if we are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from Wynn Parent, which may not be addressed in our Intercompany Services Agreement. The level of this informal support could diminish or be eliminated following this offering.

We may not have the leverage to negotiate amendments to our agreements with Wynn Parent, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

Following the Business Combination, WBET will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. To the extent WBET relies on such exemptions, WBET’s shareholders will not have the same protections afforded to shareholders of companies that are not controlled companies.

WBET will be exempt from certain corporate governance requirements, including those that would otherwise require the WBET Board to have a majority of independent directors and require that WBET either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of WBET’s executive officers and nominees of directors are determined or recommended to the WBET Board by independent members of the WBET Board. Because WBET intends to avail itself of the “controlled company” exception under the NASDAQ rules, WBET may choose to rely upon these exemptions and, as a result, holders of WBET Shares will not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

We intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new offerings and features or enhance our existing offerings and features, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required, or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed.

Risks Related to the Company and to WBET Following the Business Combination

Throughout this section, references to “we,” “us,” “our” and the “Company” refer to WIL and its consolidated subsidiaries unless the context requires otherwise.

WBET may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If WBET is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section titled “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders”) of WBET securities, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. WBET’s actual PFIC status for its current taxable year or any future taxable year will not be determinable until after the end of such taxable year, subject to the application of the PFIC start-up exception (as described below in the section titled “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—Passive Foreign Investment Company Considerations”). Accordingly, there can be no assurances with respect to WBET’s status as a PFIC for the taxable year of the Business Combination or any subsequent taxable year. In addition, we cannot provide any assurances, in the event that WBET is treated as a PFIC for any taxable year, that we will timely provide any required information that a U.S. Holder would need in order to make certain elections that could mitigate such adverse U.S. federal income tax consequences. U.S. Holders of WBET securities, including WBET Class A Shares and WBET Warrants, are urged to consult their own tax advisors regarding the possible application of the PFIC rules to them. For a more detailed explanation of the U.S. federal income tax consequences of potential PFIC classification of WBET to U.S. Holders, see the section titled “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—Passive Foreign Investment Company Considerations”.

U.S. persons that will own, actually or constructively, 10% or more of the vote or value of WBET Shares following the Business Combination may suffer adverse tax consequences because WBET (and each of its non-U.S. subsidiaries) is expected to be characterized as a “controlled foreign corporation,” or a “CFC,” under Section 957(a) of the Code.

A non-U.S. corporation is generally considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, and/or (2) the total value of the stock of such corporation, is owned, or is considered as owned by applying certain constructive ownership rules, by “United States shareholders” (generally, U.S. persons who own, actually or constructively, stock representing 10% or more of the vote and/or 10% or more of the value of such non-U.S. corporation) on any day during the taxable year of such non-U.S. corporation. For such purpose, constructive ownership of WBET Shares would generally include WBET Class A Shares that could be acquired pursuant to the exercise of WBET Warrants. Certain United States shareholders of a CFC generally are required to include currently in gross income such shareholders’ share of the CFC’s “Subpart F income,” a portion of the CFC’s earnings to the extent the CFC holds certain U.S. property, and a portion of the CFC’s “global intangible low-taxed income” (as defined under Section 951A of the Code). Such United States shareholders are subject to current U.S. federal income tax with respect to such items, even if the CFC has not made an actual distribution to such shareholders. “Subpart F income” includes, among other things, certain passive income (such as income from dividends, interests, royalties, rents and annuities or gain from the sale of property that produces such types of income) and certain sales and services income arising in connection with transactions between the CFC and a person related to the CFC. “Global intangible low-taxed income” may include most of the remainder of a CFC’s income over a deemed return on its tangible assets.

Austerlitz believes that Austerlitz is, and anticipates that WBET and its non-U.S. subsidiaries will continue to be following the Business Combination, classified as CFCs. For U.S. persons who actually or constructively hold 10% or more of the vote or value of WBET Shares following the Business Combination, this may result in adverse U.S. federal income tax consequences, including those described above and being subject to certain reporting requirements with the U.S. Internal Revenue Service. Any such U.S. person who is an individual generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. corporation. Holders should consult their own tax advisors regarding the U.S. federal, state, and local tax consequences of acquiring, owning, or disposing of WBET Shares and WBET Warrants as a result of the CFC rules, including impacts of the 2017 United States Tax Cuts and Jobs Act.

The requirements of being a public company may strain WBET’s resources and distract its management, which could make it difficult to manage its business, particularly after WBET is no longer an “emerging growth company.”

Following the completion of the Business Combination, WBET will be required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to WBET and could have a negative effect on WBET’s results of operations, financial condition or business.

As a public company, WBET will be subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on WBET’s systems and resources. The Exchange Act requires that WBET file annual, quarterly and current reports with respect to its business and financial condition. The Sarbanes-Oxley Act requires that WBET implement and maintain effective disclosure controls and procedures and internal controls over financial reporting. To implement, maintain and improve the effectiveness of its disclosure controls and procedures, WBET will need to commit significant resources, hire additional staff and provide additional management oversight. WBET will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining its growth also will require WBET to commit additional management, operational and financial resources to identify new professionals to join it and to maintain appropriate operational and

financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on WBET’s results of operations, financial condition or business.

Following the completion of the business combination, WBET will qualify as an “emerging growth company” as defined in the JOBS Act, and WBET intends to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in the combined company’s periodic reports and proxy statements. WBET may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act.

WBET’s independent registered public accounting firm will not be required to formally attest to the effectiveness of the combined company’s internal control over financial reporting until the later of its second annual report or the first annual report required to be filed with the SEC following the date the combined company is no longer an “emerging growth company” as defined in the JOBS Act.

When these exemptions cease to apply, WBET expects to incur additional expenses and devote increased management effort toward ensuring compliance with them. WBET cannot predict or estimate the amount of additional costs it may incur as a result of becoming a public company or the timing of such costs.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/prospectus. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following August 3, 2025, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Austerlitz Shares or WBET Shares, as applicable, that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Austerlitz Shares or WBET Shares, as applicable, less attractive because we rely on these exemptions. If some investors find Austerlitz Shares or WBET Shares, as applicable, less attractive as a result, there may be a less active trading market and our stock price may be more volatile.

Upon consummation of the Business Combination, WBET will continue to be an emerging growth company and intends to continue to take advantage of the exemptions described above for as long as it continues to be an emerging growth company.

Risks Related to Austerlitz and the Business Combination

Austerlitz has no operating history and its results of operations and those of the Post-Closing Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

Austerlitz is a blank check company, and it has no operating history or results.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Post-Closing Company. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical balance sheets of Austerlitz and the Company on a pro forma basis as if the Transactions had been consummated on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six month period ended June 30, 2021 and the year ended December 31, 2020 combine the historical statements of operations of Austerlitz, the Company, and BetBull for such periods on a pro forma basis as if the Transactions and the BetBull Acquisition had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial information is based upon, and should be read together with the accompanying notes to the unaudited pro forma condensed combined financial statements, the audited financial statements of Austerlitz and related notes, the Company’s audited condensed consolidated financial statements and related notes, the sections of this proxy statement/prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Austerlitz” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company,” and other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Company following the consummation of the Business Combination. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor Persons have agreed to vote in favor of the Business Combination, regardless of how the Austerlitz Public Shareholders vote.

In connection with the Business Combination, the Sponsor Persons have each agreed to vote all of the Austerlitz Shares that they own in favor of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor Persons (including the Insiders) collectively own approximately 30% of the outstanding Austerlitz Shares as a result of such Sponsor Persons’ ownership of all of the outstanding AUS Class B Shares. Accordingly, it is more likely that the Business Combination Proposal and the other Required Austerlitz Shareholder Approvals will be approved than would be the case if such Sponsor Persons agreed to vote their Austerlitz Shares in proportion to the votes cast by the other holders of AUS Class A Shares.

Austerlitz may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Austerlitz would cease all operations, except for the purpose of winding up and Austerlitz would redeem the AUS Class A Shares and liquidate.

If Austerlitz does not complete an initial business combination by March 2, 2023, it must cease operation and redeem 100% of the outstanding AUS Class A Shares. Austerlitz may not be able to consummate the Business Combination or any other business combination by such date. If Austerlitz has not completed any initial business combination by such date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the AUS Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding AUS Class A Shares, which redemption will completely extinguish the rights of holders of AUS Class A Shares as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Austerlitz’s remaining shareholders and board of directors, dissolve and liquidate, subject in each case to Austerlitz’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, certain members of the Austerlitz Board and certain Austerlitz officers have interests in the Business Combination that are different from or are in addition to those of other Austerlitz shareholders in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

In considering the recommendation of the Austerlitz Board to vote in favor of approval of the Business Combination Proposal and the other proposals, Austerlitz shareholders should keep in mind that the Sponsor and the Austerlitz Insiders have interests in such proposals that are different from, or in addition to, those of Austerlitz shareholders generally. In particular:

•

If the Business Combination or another initial business combination is not consummated by March 2, 2023 (or any extension of such date if approved by Austerlitz Shareholders), Austerlitz will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding AUS Class A Shares for cash and, subject to the approval of its remaining shareholders and the Austerlitz Board, dissolving and liquidating. In such event, the 14,785,715 AUS Class B Shares and 14,785,715 AUS Class C Shares held by the Sponsor and certain Sponsor Persons would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares would have had an aggregate market value of approximately $[●] based upon the closing price of the AUS Class A Shares on the NYSE of $[●] per share on [●], 2021, the record date for the Austerlitz Extraordinary General Meeting.

•

The Sponsor purchased an aggregate of 10,533,333 Private Placement Warrants from Austerlitz for an aggregate purchase price of $15,800,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Austerlitz IPO. A portion of the proceeds Austerlitz received from these purchases was placed in the Trust Account. Such warrants would have had an aggregate market value of approximately $[●] based upon the closing price of the Austerlitz Public Warrants on the NYSE of $[●] per warrant on [●], 2021, the record date for the Austerlitz Extraordinary General Meeting. The Private Placement Warrants will become worthless if Austerlitz does not consummate a business combination by March 2, 2023 (or any extension of such date if approved by Austerlitz Shareholders).

•

William P. Foley, II will become a director of the Post-Closing Company after the closing of the Business Combination. As such, in the future Mr. Foley will receive any cash fees, and/or equity or equity-based stock awards that the WBET Board determines to pay to its non-executive directors. Mr. Foley also serves as a director of Cannae Holdings.

•

The fact that if Austerlitz is unable to complete a business combination within by March 2, 2023 (as such date may be extended with the approval of Austerlitz Shareholders), the Sponsor has agreed to be liable to Austerlitz if and to the extent any claims by a third party, including claims of target businesses or claims of vendors or other entities that are owed money by Austerlitz for services rendered or contracted for or products sold to Austerlitz (other than Austerlitz’s independent auditors), reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Austerlitz Public Share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account (if less than $10.00 per share due to reductions in the value of the trust assets), in each case net of the interest that may be withdrawn to pay Austerlitz’s taxes (if any). If Austerlitz consummates the Business Combination, on the other hand, the Company will be liable for all such claims.

•

Austerlitz’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities performed on Austerlitz’s behalf, such as identifying and investigating possible business combination targets and business combinations. However, if Austerlitz fails to consummate a business combination by March 2, 2023, they will not have any claim against the Trust Account for reimbursement. Accordingly, Austerlitz may not be able to reimburse these expenses if the Business Combination or another business combination, are not completed by March 2, 2023.

•

Pursuant to the Investor Rights Agreement, the Sponsor will have the right to designate up to one director (and to, jointly with Wynn designate the Initial Independent Directors) to the WBET Board, subject to certain conditions and certain step-down provisions.

•

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and

expenses. Defending such lawsuits could require the Company, Austerlitz and/or WBET to incur significant costs and draw the attention of the Company’s and Austerlitz’s and WBET’s management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the expected timeframe.

The Business Combination is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis, if at all.

The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:

•

the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•

receipt of the Requisite Gaming Approvals by any Gaming Authority to Austerlitz, the Company or any of their respective subsidiaries or any of their respective officers, directors, employees or significant shareholders, in each case which are necessary to operate the business of the Company in accordance with applicable Gaming Laws;

•

no governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force;

•

Austerlitz having at least $5,000,001 of net tangible assets as of the closing of the Business Combination;

•

approval of each of the Requisite Austerlitz Proposals;

•

that (i) the AUS Class A Shares and Austerlitz Public Warrants shall continue to be listed on the NYSE as of immediately prior to the Closing and the WBET Shares to be issued in connection with the Transactions or that may become issuable following the Transactions pursuant to the terms of any Transaction Agreement shall have been approved for listing on NYSE, subject only to official notice of issuance thereof, or (ii) the AUS Class A Shares and Austerlitz Public Warrants shall be approved for listing on NASDAQ such that the AUS Class A Shares and Austerlitz Public Warrants issued and outstanding prior to Closing and the WBET Shares to be issued in connection with the Transactions or that may become issuable following the Transactions pursuant to the terms of any Transaction Agreement shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof; and

•

customary bring down conditions related to the parties’ respective representations, warranties and pre-Closing covenants in the agreement and a delivery of certificates with respect thereto.

Additionally, the obligations of the Austerlitz Parties to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by Austerlitz of the following further conditions, among other things:

•

the Company delivering to Austerlitz executed counterparts to each of the Investor Rights Agreement and the Registration Rights Agreement duly executed by the applicable holders of Company Shares party thereto;

•

the Company Written Consent shall have been obtained and delivered to Austerlitz by holders of the requisite majority of the Company Shares; and

•

there has been no material adverse event.

Additionally, the obligations of the Company to consummate or cause to be consummated the Transactions is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the Company, among other things:

•

Austerlitz delivering to the Company executed counterparts to each of the Investor Rights Agreement and the Registration Rights Agreement as well as the Company counterparts to each of the foregoing to be entered into by the Sponsor or Cannae (and their respective equityholders, to the extent party thereto), duly executed by the applicable parties thereto; and

•

See “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination” for additional information.

The grant and future exercise of registration rights may adversely affect the market price of the WBET Shares upon consummation of the Business Combination.

Pursuant to the Registration Rights Agreement to be entered into in connection with the Business Combination, which is described in the section of this proxy statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Registration Rights Agreement”, the RRA Parties can each demand that WBET register their registrable securities under certain circumstances. Each will also have piggyback registration rights for their registrable securities in connection with certain registrations of securities that WBET undertakes. In addition, following the consummation of the Business Combination, WBET is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of WBET. The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the WBET Shares post-Business Combination.

Austerlitz did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

The Austerlitz Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of Austerlitz, including Austerlitz’s former Chairman Mr. Foley, have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Austerlitz’s financial and other advisors and their consultation with a leading consulting firm regarding the market opportunity, current landscape, growth plans and regulatory structure of the Company, enabled them to perform the necessary analyses and make determinations regarding the Business Combination. As a result, Austerlitz shareholders will be relying solely on the judgment of the Austerlitz Board, taking into account the information and advice received from Austerlitz management and Austerlitz’s advisors, in valuing the Company’s business, and assuming the risk that the Austerlitz Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of Austerlitz shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Austerlitz’s ability to consummate the Business Combination.

The Austerlitz Public Warrants become exercisable for AUS Class A Shares upon completion of the Business Combination, which will increase the number of AUS Class A Shares eligible for future resale in the public market and result in dilution to Austerlitz shareholders as shareholders of the combined company.

Austerlitz issued 69,000,000 Austerlitz Units as part of its IPO, which each consisted of one AUS Class A Share and one-fourth of one redeemable Austerlitz Public Warrant. Upon the consummation of the Business Combination, the Austerlitz Public Warrants will be converted into WBET Warrants exercisable for WBET Shares in accordance with their terms and the Business Combination Agreement. To the extent such WBET Warrants are exercised, additional WBET will be issued, which will result in dilution to then existing holders of WBET Shares and increase the number of share eligible for resale in the public market. Sales of a substantial number of AUS Class A Shares in the public market could also adversely affect the market price of the AUS Class A Shares post-Business Combination.

Austerlitz Public Shareholders may experience dilution as a consequence of, among other transactions, the issuance of WBET Class A Shares and WBET Class V Share as the Merger Consideration in the Business Combination and the Cannae Backstop. Having a minority share position may reduce the influence that Austerlitz Public Shareholders have on the management of the Company following the Business Combination.

Under the Business Combination Agreement, Austerlitz Shareholders will exchange their AUS Class A Shares for an equal number of WBET Class A Shares. The Current Company Equityholders will receive additional WBET Class A Shares and WBET Class V Shares as Merger Consideration in the Business Combination and, to the extent the Cannae Backstop is utilized, Cannae will receive WBET Class A Shares in the Cannae Backstop, and as a result, the Austerlitz Public Shareholders will experience dilution.

It is anticipated that the concentration of voting interests in WBET immediately following the consummation of the Business Combination will be as follows:

Scenario 1 – Excluding Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders		18.15%		0%
Sponsor (and certain Sponsor Persons)⁽²⁾		2.92%		3.89%
Cannae⁽³⁾		0%		18.15%
Current Company Equityholders		78.93%		77.96%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)

(3)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

Scenario 2 – Including Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders⁽²⁾		18.82%		3.74%
Sponsor (and certain Sponsor Persons)⁽³⁾		7.14%		8.69%
Cannae⁽⁴⁾		0%		14.95%
Current Company Equityholders⁽⁵⁾		74.04%		72.62%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)	Includes the 17,250,000 AUS Class A Shares subject to the Austerlitz Public Warrants.

(3)

(4)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

(5)	Includes 39,402,737 and 38,917,239 vested and unvested options of the Company under the No Redemptions and Maximum Redemptions scenarios, respectively, that are rolled over and converted to WIL Replacement Options pursuant to the Business Combination Agreement.

If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages set forth above will change and be different, including the percentage ownership retained by Austerlitz’s existing shareholders in Austerlitz.

The exercise of Austerlitz’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in best interest of Austerlitz shareholders.

Under the Business Combination Agreement, the Company is required to use commercially reasonable efforts to operate its business in the ordinary course of business prior to Closing and is specifically restricted from taking certain actions without Austerlitz’s prior written consent (which Austerlitz cannot unreasonably condition, withhold, delay or deny). In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Austerlitz to consider whether to provide consent to certain actions proposed to be taken by the Company because such actions would otherwise be prohibited by the terms of the Business Combination Agreement. See the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Covenants—Covenants of the Company” for a description of the Company’s obligations with respect to the operation of their respective businesses prior to Closing and the specific restrictions that they are subject to and may give rise to a consent

request. The closing of the Business Combination is subject to the satisfaction or (to the extent permitted by applicable law) waiver of certain conditions to Closing, including conditions to Austerlitz’s obligation to complete the transaction related to the accuracy of the Company’s respective representations and warranties, their compliance with their respective covenants in the Business Combination Agreement in all material respects and the delivery of the Company Written Consent, as described in the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination.” Prior to the Closing, the Company may request Austerlitz to waive rights that Austerlitz is entitled to under the Business Combination Agreement, including its right not to close the Business Combination if these conditions are not satisfied or to terminate the Business Combination Agreement in certain circumstances (as described in the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Termination”), or that Austerlitz otherwise agree to amend the terms of the Business Combination Agreement. However, the existence of the financial and personal interests of the directors described in the preceding risk factors and in the section of this proxy statement/prospectus entitled “Certain Relationships and Related Person Transactions” may result in a conflict of interest on the part of one or more of the Austerlitz directors between what they may believe is best for Austerlitz and what they may believe is best for themselves in determining whether or not to take the requested action.

Austerlitz will promptly notify Austerlitz Shareholders if there has been a material amendment to the Business Combination Agreement or if a material condition to the Business Combination Agreement has been waived through the filing of a current report on Form 8-K.

The sale of a substantial number of WBET Shares in the public market following the Business Combination could adversely affect the market price of Austerlitz.

The market price of WBET Shares could decline as a result of sales of a substantial number of WBET Shares, particularly sales by the Austerlitz’s significant shareholders, a large number of WBET Shares becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After the Business Combination, it is anticipated that we will have at least 380.1 million WBET Shares outstanding, and if all WBET Warrants were exchanged for WBET Shares in order for the holders of Austerlitz Public Warrants to have the flexibility to sell their ownership interests in Austerlitz, we could have approximately 397.3 million WBET Shares.

Under the Sponsor Agreement, the Austerlitz shares held by the Sponsor Persons will be subject to a lock-up restriction that prohibits the sale or transfer of such shares (subject to certain exceptions set forth therein) for a period beginning on the Closing Date until the earlier of (a) one year thereafter, or (b) if the volume weighted average price of the WBET Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a period of 30 consecutive trading days, 150 days thereafter. In addition to such restrictions, Sponsor Persons may not sell, during any individual trading day, an amount equal to more than 10% of the number of WBET Shares beneficially owned by it on the immediately preceding trading day and shall structure execution of the sale of its WBET Shares in a manner that would not reasonably be expected to have a material and adverse impact on the trading price of the WBET Shares. Under the Registration Rights Agreement, Wynn Parent has agreed to a lock up restriction that prohibits the sale or transfer of WBET shares, other than in customary permitted transfers, until the first anniversary of the Closing.

Upon completion of the Business Combination, the Sponsor, the Current Company Equityholders and, subject to the completion of the Cannae Backstop, Cannae, will beneficially own a significant equity interest in WBET and may take actions that conflict with the interests of the Austerlitz Public Shareholders.

The interests of the Sponsor, the Current Company Equityholders and, subject to the completion of the Cannae Backstop, Cannae may not align with the interests of the Austerlitz Public Shareholders or WBET’s other shareholders in the future. The Sponsor and Cannae are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with Austerlitz. The Sponsor,

the Current Company Equityholders and Cannae, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to WBET’s business and, as a result, those acquisition opportunities may not be available to Austerlitz. See also “––Risks Related to Our Relationship with Wynn Parent––Wynn Parent’s interests may conflict with our interests and the interests of our shareholders. Conflicts of interest between Wynn Parent and us could be resolved in a manner unfavorable to us and our public shareholders.”

In addition, the Sponsor and the Current Company Equityholders may have an interest in WBET pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to WBET and its shareholders. See the risk factors below titled “––Wynn Parent will continue to own a significant percentage of our common shares and will be able to exert significant control over matters subject to shareholder approval” for a discussion of potential risks related to the influence of the Sponsor and the Current Company Equityholders following the Business Combination.

If Austerlitz Shareholders fail to properly demand redemptions rights, they will not be entitled to redeem their Austerlitz Shares for a pro rata portion of the Trust Account.

Austerlitz Shareholders may demand that Austerlitz redeem their Austerlitz Shares for a pro rata portion of the Trust Account in connection with the completion of the Business Combination, with such pro rata portion being calculated as of two (2) business days prior to the anticipated closing date of the Business Combination. In order to exercise their redemption rights, Austerlitz Shareholders must deliver their Austerlitz Shares (either physically or electronically) to Austerlitz’s transfer agent at least two (2) business days prior to the vote on the Business Combination at the Extraordinary General Meeting. Any Austerlitz Public Shareholder who fails to properly demand redemption rights will not be entitled to redeem his, her, or its shares for a pro rata portion of the Trust Account. Once such deadline has past, Austerlitz Shareholders will not have a new opportunity to exercise their redemptions rights if the Termination Date for the Business Combination is subsequently extended (see the section entitled “Proposal No. 1—The Business Combination Proposal—Termination” for a description of the circumstances under which the Termination Date may be extended under the Business Combination Agreement). See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Austerlitz Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Austerlitz Shares for cash.

Even if Austerlitz consummates the Business Combination, there is no guarantee that the Austerlitz Public Warrants will ever be in the money, and they may expire worthless.

The exercise price of the Austerlitz Public Warrants is (and the exercise price of the WBET Warrants following the Business Combination will be) $11.50 per AUS Class A Share or WBET Class A Share, as applicable. There is no guarantee that the Austerlitz Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If Austerlitz is unable to complete an initial business combination, the Austerlitz Public Warrants may expire worthless.

It Austerlitz is unable to complete the Business Combination or another initial business combination, the Austerlitz Public Warrants may expire worthless.

If Austerlitz’s due diligence investigation of the Company’s business was inadequate, then Austerlitz shareholders (as shareholders of the Post-Closing Company following the business combination) could lose some or all of their investment.

Even though Austerlitz conducted a due diligence investigation of the Company, Austerlitz cannot be sure that this diligence uncovered all material issues that may be present with respect to the Company’s business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Company’s business and outside of its control will not later arise that could adversely affect its business, financial condition or results of operations.

Unaffiliated investors may not have the same benefits as an investor in an underwritten public offering.

WBET will become a publicly listed company upon the completion of the Business Combination. The Business Combination is not an underwritten initial public offering of WBET’s securities, and differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence traditionally performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. WBET investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of WBET’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-Closing trading of WBET securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of WBET securities or helping to stabilize, maintain or affect the public price of WBET securities following the Closing. Moreover, WBET will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the WBET securities that will be outstanding immediately following the Closing. In addition, since WBET will become public through a merger, securities analysts of major brokerage firms may not provide coverage of WBET since there is no incentive to brokerage firms to recommend the purchase of its common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on WBET’s behalf. All of these differences from an underwritten public offering of WBET’s securities could result in a more volatile price for the WBET’s securities.

In addition, the Sponsor, certain members of the Austerlitz Board, and their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of WBET’s securities following completion of the Business Combination, and that would not be present in an underwritten public offering of WBET’s securities. Such interests may have influenced the Austerlitz Board in making their recommendation that Austerlitz Shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if WBET became a publicly listed company through an underwritten initial public offering instead of upon completion of the Merger.

Austerlitz Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Austerlitz shareholders may therefore be forced to redeem or sell their Austerlitz Shares or Warrants in order to liquate their investment, potentially at a loss.

Austerlitz Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) two business days prior to Austerlitz’s completion of the Business Combination, and then only in respect of those AUS Class A Shares that such shareholder properly elected to redeem, in accordance with the procedures and subject to the limitations described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Austerlitz Shareholders—Redemption Rights”, and (ii) the redemption of all of the outstanding Austerlitz Shares if Austerlitz is unable to complete an initial business combination by March 2, 2023, subject to applicable law and as further described herein. In addition, if Austerlitz plans to redeem the Austerlitz Shares because Austerlitz is unable to complete a business combination by March 2, 2023, for any reason, compliance with Cayman Islands law may require that Austerlitz submit a plan of dissolution to Austerlitz’s then-existing shareholders for approval prior to the distribution of the proceeds held in Austerlitz’s Trust Account. In that case, Austerlitz Shareholders may be forced to wait beyond March 2, 2023, before they receive funds from the Trust Account. In no other circumstances will Austerlitz Shareholders have any right or interest of any kind in the Trust Account. Accordingly, in order for Austerlitz Shareholders to liquidate their investment, they may be forced to sell their Austerlitz Shares or Warrants, potentially at a loss.

Austerlitz is relying on the availability of the funds from the Cannae Backstop to be used as part of the consideration in the Business Combination. If the purchases under the Cannae Backstop fail to close, Austerlitz may lack sufficient funds to complete the Business Combination.

The funds from the Cannae Backstop will be used to provide cash for working capital and other purposes in the Post-Closing Company. The obligations under the Cannae Backstop are intended to provide Austerlitz with a minimum funding level for the Business Combination. However, if the Cannae Backstop does not close, Austerlitz may lack sufficient funds to complete the Business Combination.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Austerlitz Board may not have the ability to adjourn the Austerlitz Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The Adjournment Proposal seeks approval to adjourn the Austerlitz Extraordinary General Meeting to a later date or dates if, at the time of the Austerlitz Extraordinary General Meeting there are insufficient votes to approve the Business Combination Proposal or any of the other Requisite Austerlitz Proposals. If the Adjournment Proposal is not approved, the Austerlitz Board may not have the ability to adjourn the Austerlitz Extraordinary General Meeting to a later date and, therefore, may not have more time to solicit votes to approve the Business Combination. If the Business Combination Proposal, or any of the Required Austerlitz Shareholder Approvals, are not approved, the Business Combination would not be completed.

Austerlitz has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect Austerlitz’s ability to report its results of operations and financial condition accurately and in a timely manner.

Following issuance of the April 12, 2021 SEC statement (the “SEC Statement”), Austerlitz reevaluated its accounting for the Austerlitz Public Warrants and concluded that, in light of the SEC Statement, it was appropriate to revise the value and classification of the Austerlitz Public Warrants as liabilities rather than equity.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Austerlitz became aware of the need to change the classification of the Austerlitz Public Warrants when the SEC Statement was issued on April 12,

2021. As a result, management, including our Chief Executive Officer and Chief Financial Officer, concluded that there was a material weakness in internal control over financial reporting as of June 30, 2021. This material weakness resulted in a material misstatement of the Austerlitz Public Warrant liabilities, change in fair value of Austerlitz Public Warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the affected periods.

Austerlitz has implemented a remediation plan to remediate the material weakness surrounding its historical presentation of the Austerlitz Public Warrants but can give no assurance that the measures Austerlitz has taken will prevent any future material weaknesses or deficiencies in internal control over financial reporting. Even though Austerlitz has strengthened its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of Austerlitz’s financial statements.

Maintaining effective internal control over financial reporting is necessary for Austerlitz, and following the business combination, WBET, to produce reliable financial reports and is important in helping to prevent financial fraud. If following the business combination WBET is unable to maintain adequate internal controls over financial reporting, its business and operating results could be harmed.

There have been and may in the future be changes to the interpretation of accounting practices applicable to instruments customary for SPACs, which could result in changes to our financial statements and disclosures, and which could have a material adverse impact on our financial statements.

Recently, there have been changes to the historically accepted accounting for instruments customary in the structure of SPACs. For example, on April 12, 2021, the staff of the SEC issued the SEC Warrant Accounting Statement, which resulted in the warrants and other related instruments issued by many SPACs, including Austerlitz, being classified as liabilities rather than equity. Further changes in the accepted accounting treatment of features related to SPACs may occur in the future. Changes or differing interpretations in the accepted accounting practices related to SPACs could result in the determination that there are accounting errors in previously issued financial statements, restatements of our previously issued financial statements, the filing of notices that previously issued financial statements may not be relied upon, and/or findings of material weaknesses in our internal controls over financial reporting, all or any of which could have a material adverse impact on our results of operations or financial condition.

The Domestication may give rise to a taxable event for U.S. Holders of AUS Class A Shares and Public Warrants, including U.S. Holders exercising redemption rights.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—Effects of the Domestication to U.S. Holders” and “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—U.S. Federal Income Tax Consequences of Owning WBET Class A Shares or WBET Warrants—Passive Foreign Investment Company Considerations” below, the Domestication is intended to be tax-deferred to U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders”) of AUS Class A Shares and Austerlitz Public Warrants for U.S. federal income tax purposes, except to the extent that U.S. Holders of AUS Class A Shares receive cash pursuant to the exercise of redemption rights. However, the failure to meet the applicable requirements could result in the exchange of AUS Class A Shares and Austerlitz Public Warrants pursuant to the Domestication being a taxable event for U.S. federal income tax purposes. In the event the Domestication results in a taxable event to U.S. Holders of AUS Class A Shares and Austerlitz Public Warrants for U.S. federal income tax purposes, Austerlitz does not intend to make any cash distributions to its shareholders to pay such taxes. Because the Domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights with respect to AUS Class A Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication.

See the section entitled “Material U.S. Federal Income Tax Considerations for Austerlitz Shareholders—U.S. Holders—Effects of the Domestication to U.S. Holders.” If you are a U.S. Holder exchanging AUS Class A Shares or Austerlitz Public Warrants in the Domestication, you are urged to consult your tax advisor to determine the tax consequences thereof in your particular circumstances.

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EXTRAORDINARY GENERAL MEETING OF AUSTERLITZ SHAREHOLDERS

General

Austerlitz is furnishing this proxy statement/prospectus to the Austerlitz Shareholders as part of the solicitation of proxies by the Austerlitz Board for use at the Extraordinary General Meeting to be held on [•], 2021, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to the Austerlitz Shareholders on or about [•], 2021 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides the Austerlitz Shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting.

Date, Time and Place

The Extraordinary General Meeting will be held at [•] a.m., Eastern Time, on [•], 2021, at [•] as well as via live webcast on the Internet available at [•], unless the Extraordinary General Meeting is adjourned.

Purpose of the Extraordinary General Meeting

At the Extraordinary General Meeting, Austerlitz is asking Austerlitz Shareholders to consider and vote upon:

•

Proposal No. 1 – The Business Combination Proposal - a proposal to approve Austerlitz’s entry into the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, pursuant to which, among other things, the Domestication and Business Combination will occur, with the Company being the surviving company of the Merger.

•

Proposal No. 2 – The Bye-Laws Proposal - a proposal to approve that the Austerlitz Organizational Documents be amended and restated by the deletion in their entirety and the substitution in their place of the WBET Memorandum of Continuance and the WBET Bye-Laws (a copy of which is attached to this proxy statement/prospectus as Annex B) including the authorization of the change of name to ‘Wynn Interactive Limited’ in each case effective upon the Domestication.

•

Proposal No. 3 – The Non-Binding Governance Proposals - the proposals to approve certain governance provisions in the WBET Bye-Laws , which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis.

•

Proposal No. 4 – The Share Issuance Proposal - a proposal to approve for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of ordinary shares of Austerlitz in connection with the consummation of the transactions contemplated by the Business Combination Agreement.

•

Proposal No. 5 – The Adjournment Proposal - a proposal to approve that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Austerlitz Shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Austerlitz ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting, or (B) in order to solicit additional proxies from Austerlitz Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.

•

Proposal No. 6 – The Domestication Proposal - a proposal to approve that Austerlitz be transferred by way of continuation from the Cayman Islands to Bermuda and registered as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act and, immediately upon being de-registered in

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the Cayman Islands, Austerlitz be continued and registered as an exempted company limited by shares under the laws of Bermuda. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination, only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Domestication Proposal.

•

Proposal No. 7 – The Director Election Proposal—a proposal to approve the election of nine director nominees as described in this proxy statement/prospectus. In accordance with the Austerlitz Organizational Documents, prior to the consummation of Austerlitz’s initial business combination, only the holders of AUS Class B Shares and AUS Class C Shares are entitled to vote on the Director Election Proposal.

•

Proposal No. 8 – The Omnibus Incentive Plan Proposal—a proposal to approve the Wynn Interactive Limited 2021 Omnibus Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex L.

Proposals 1, 2, 4, and 6 are, collectively, the Required Austerlitz Proposals. If our shareholders do not approve each of the Required Austerlitz Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement may be terminated and the Business Combination may not be consummated. Each of the Required Austerlitz Proposals is conditioned on the approval and adoption of each of the other Required Austerlitz Proposals. The Non-Binding Governance are conditioned on the approval of the Required Austerlitz Proposals. The Adjournment Proposal is not conditioned on any other approval.

Recommendation of the Austerlitz Board

The Austerlitz Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Austerlitz and its shareholders and recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Bye-Laws Proposal, “FOR” each of the Non-Binding Governance Proposals, “FOR” the Share Issuance Proposal, “FOR” the Omnibus Incentive Plan Proposal, “FOR” the Adjournment Proposal, “FOR” the Domestication Proposal and “FOR” the Director Election Proposal, in each case, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of Austerlitz’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Austerlitz and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In addition, Austerlitz’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

Austerlitz Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Austerlitz Shares at the close of business on [•], 2021, which is the “Record Date” for the Extraordinary General Meeting. Shareholders will have one vote for each Austerlitz Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the Record Date, there were [•] Austerlitz Shares issued and outstanding, of which [•] were Austerlitz Public Shares.

Quorum

A quorum of Austerlitz Shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding Austerlitz Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy at the Extraordinary General Meeting. As of the Record Date for the Extraordinary General Meeting, [•] Austerlitz Shares would be required to achieve a quorum.

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Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Austerlitz but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal or any of the other Required Austerlitz Proposals.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The approval of the Bye-Laws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The approval of the Non-Binding Governance Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The approval of the Share Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Pursuant to the Austerlitz Organizational Documents, only the holders of the AUS Class B Shares and the AUS Class C Shares are entitled to vote on the Director Election Proposal.

The approval of the Omnibus Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Austerlitz Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Each of the Business Combination Proposal, the Bye-Laws Proposal, the Share Issuance Proposal, the Omnibus Incentive Plan Proposal, and the Domestication Proposal is conditioned on the approval and adoption of each of the other Required Austerlitz Proposals. The Non-Binding Governance Proposals and the Director Election Proposal are conditioned on the approval of the Required Austerlitz Proposals. The Adjournment Proposal is not conditioned on any other approval.

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Voting Your Shares

Each ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your Austerlitz Shares at the Extraordinary General Meeting:

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Austerlitz Board “FOR” the Business Combination Proposal, “FOR” the Bye-Laws Proposal, “FOR” each of the separate Advisory Governing Documents Proposals, “FOR” the Share Issuance Proposal, “FOR” the Adjournment Proposal, “FOR” the Domestication Proposal, “FOR” the Director Election Proposal, and “FOR” the Omnibus Incentive Plan Proposal, in each case, if presented to the Extraordinary General Meeting. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted.

You can attend the Extraordinary General Meeting in person or via internet webcast and vote electronically.

Revoking Your Proxy

If you are an Austerlitz Shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify Austerlitz’s general counsel in writing before the Extraordinary General Meeting that you have revoked your proxy; or

•

you may attend the Extraordinary General Meeting in person or electronically, revoke your proxy, and vote in person or electronically, as indicated above.

Who Can Answer Your Questions About Voting Your Austerlitz Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Austerlitz Shares, you may call Morrow Sodali, Austerlitz’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing AUS.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Austerlitz Organizational Documents, an Austerlitz Shareholder may request of Austerlitz that Austerlitz redeem all or a portion of its Austerlitz Public Shares for cash, out of funds legally available therefor, if the Business Combination is consummated. As a holder of Austerlitz Public Shares, you will be entitled to receive cash for any Austerlitz Public Shares to be redeemed only if you:

(i)

hold Austerlitz Public Shares;

(ii)

submit a written request to Continental, Austerlitz’s transfer agent, in which you (i) request that Austerlitz redeem all or a portion of your Austerlitz Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Austerlitz Public Shares and provide your legal name, phone number and address; and

(iii)

deliver your Austerlitz Public Shares to Continental, Austerlitz’s transfer agent, physically or electronically through DTC.

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Holders must complete the procedures for electing to redeem their Austerlitz Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Austerlitz Public Shareholders may elect to redeem all or a portion of the Austerlitz Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Austerlitz Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if an Austerlitz Public Shareholder properly exercises its right to redeem all or a portion of the Austerlitz Public Shares that it holds and timely delivers its shares to Continental, Austerlitz’s transfer agent, Austerlitz will redeem such Austerlitz Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [•], 2021, this would have amounted to approximately $10.00 per issued and outstanding Austerlitz Public Share. If an Austerlitz Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Austerlitz Public Shares for cash and will no longer own Austerlitz Public Shares. The redemption takes place following the Domestication and accordingly it is WBET Shares that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Austerlitz Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of Austerlitz Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Extraordinary General Meeting. If you deliver your shares for redemption to Continental, Austerlitz’s transfer agent, and later decide prior to the Extraordinary General Meeting not to elect redemption, you may request that Austerlitz’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Austerlitz’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, Austerlitz’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s Austerlitz Public Shares have been delivered (either physically or electronically) to Continental, Austerlitz’s agent, at least two business days prior to the vote at the Extraordinary General Meeting.

Notwithstanding the foregoing, a Austerlitz Public Shareholder, together with any affiliate of such Austerlitz Public Shareholder or any other person with whom such Austerlitz Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Austerlitz Public Shares with respect to more than an aggregate of 15% of the Austerlitz Public Shares. Accordingly, if an Austerlitz Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Austerlitz Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor Persons have, pursuant to the Sponsor Agreement, agreed to, among other things, vote all of their Austerlitz Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to such Austerlitz Shares in connection with the consummation of the

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Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor Persons own approximately 30% of the issued and outstanding ordinary shares. See “Proposal No. 1—The Business Combination Proposal—Related Agreements—Sponsor Agreement” in this proxy statement/prospectus for more information related to the Sponsor Agreement.

The closing price of Austerlitz Public Shares on September 8, 2021 was $9.93. For illustrative purposes, as of [●], 2021, funds in the Trust Account plus accrued interest thereon totaled approximately $690,000,000 or $10.00 per issued and outstanding Austerlitz Public Share.

Prior to exercising redemption rights, Austerlitz Public Shareholders should verify the market price of the Austerlitz Public Shares as they may receive higher proceeds from the sale of their Austerlitz Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Austerlitz cannot assure its shareholders that they will be able to sell their Austerlitz Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Austerlitz Shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or Bermuda law.

Proxy Solicitation Costs

Austerlitz is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Austerlitz and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Austerlitz will bear the cost of the solicitation.

Austerlitz has hired Morrow Sodali to assist in the proxy solicitation process. Austerlitz will pay that firm a fee of $35,000 plus disbursements. Such fee will be paid with non-Trust Account funds.

Austerlitz will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Austerlitz will reimburse them for their reasonable expenses.

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PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

Overview

We are asking our shareholders to adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. Austerlitz Shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby. See “The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Austerlitz may consummate the Transactions (including the Business Combination) only if the Business Combination Proposal is approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued Austerlitz Shares present in person or represented by proxy and entitled to vote on such matter. Additionally, if any of the Business Combination Proposal, the Bye-Laws Proposal, the Share Issuance Proposal, the Domestication Proposal, the Director Election Proposal, or the Omnibus Incentive Plan Proposal (such proposals, together the “Required Austerlitz Proposals”) is not approved, the Business Combination will not be completed. Each of the Required Austerlitz Proposals are cross-conditioned on the approval of each other.

Structure of the Business Combination

On May 10, 2021, Austerlitz entered into a Business Combination Agreement, pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the following transactions will occur on the Closing Date: (i) Austerlitz will transfer by way of continuation from the Cayman Islands to Bermuda and register as an exempted company limited by shares in accordance with Part XA of the Bermuda Companies Act and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”), upon which time Austerlitz will change its name to “Wynn Interactive Limited” and (ii) Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving company of the Merger.

The Business Combination Agreement and the transactions contemplated thereby were approved by the Austerlitz Board (with Mr. Massey abstaining). See the section titled “—Background to the Business Combination” beginning on page [●].

The diagrams below depict simplified versions of the current organizational structure of Austerlitz and the Company, respectively:

Austerlitz (Current Structure)

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Wynn Interactive, Ltd. (Current Structure)

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The diagram below depicts a simplified version of the organizational structure of WBET immediately following the completion of the Business Combination. This diagram is provided for illustrative purposes only and does not represent all legal entities of WBET and its subsidiaries. The voting and economic ownership percentages shown in the diagram assume that (i) there are No Redemptions by Austerlitz Public Shareholders, (ii) does not include the impact of the Dilutive Securities, (iii) includes the 11,089,286 AUS Class B Shares held by the Sponsor and certain Sponsor Persons (including 25,000 AUS Class B Shares held by each of Dexter Fowler, Hugh R. Harris, Mark D. Linehan, and Erika Meinhardt), (iv) excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor, and (v) that all WBET Shares issued to Current Company Equityholders as Merger Consideration will be WBET Class V Shares, all WBET Shares issued to Wynn Parent and the Current Company Equityholders will be WBET Class V Shares with ten votes per share, and (iii) WBET Class C Shares are included while the WBET Warrants that will be outstanding following the Business Combination and may be exercised for WBET Shares at a later date, are not accounted for.

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*	The voting and economic ownership percentages of Sponsor are estimated to be 0.93% and 7.15% if the potential impact of all of the Dilutive Securities are assumed to have occurred immediately following the completion of the Business Combination.

Based on the voting power held by Wynn Parent immediately following the completion of the Business Combination, Wynn Parent will control all decisions put to stockholders of WBET.

The Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

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The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Austerlitz, Sponsor, the Company or any other matter.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into or adopted on or prior to the closing of the Business Combination, including the Amended and Restated Registration Rights Agreement, the Investor Rights Agreement, the Sponsor Agreement, the Backstop Agreement, the Company Support Agreement and the WBET Bye-Laws. See the section titled “—Related Agreements” commencing on page [●] for more information.

Effect of the Domestication on Existing Austerlitz Equity in the Business Combination

The Domestication will result in, among other things, the following, each of which will occur on the Closing Date in connection with the Domestication prior to the Effective Time on the Closing Date:

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each issued and outstanding AUS Class A Share will be converted into one WBET Class A Share;

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each issued and outstanding AUS Class B Share will be converted into one WBET Class A Share (subject to the Class B Forfeiture);

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each issued and outstanding AUS Class C Share will be converted into one WBET Class C Share (subject to the Class C Forfeiture); and

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the Austerlitz Organizational Documents will be amended and restated with the WBET Bye-Laws as described in this proxy statement/prospectus and Austerlitz’s name will change to “Wynn Interactive Limited”.

Consideration to the Company Equityholders in the Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, the consideration to be paid to the existing shareholders of the Company will be, in the aggregate, a number of WBET Class A Shares and WBET Class V Shares (the “Merger Consideration”) equal to (a) the quotient obtained by dividing (i) the agreed company equity value of $3,000,000,000 by (ii) ten dollars ($10.00), minus (b) a number equal to the nearest whole number (rounded up or down, as applicable) obtained by multiplying (i) the number of WBET Class A Shares purchased by Cannae pursuant to the Backstop Agreement divided by sixty-nine million (69,000,000), by (ii) 3,696,429; provided that in no event will the number of shares deducted pursuant to clause (b) exceed 3,696,429. The Company will have the right to determine the allocation of the aggregate equity consideration with respect to the Current Company Equityholders (including Wynn Parent) as between WBET Class A Shares and WBET Class V Shares (including the determination that the aggregate equity consideration may consist solely of WBET Class V Shares). The Company will give all Current Company Equityholders WBET Class V Shares unless a Current Company Equityholder requests delivery of a WBET Class A Share and agrees to a twelve-month post-closing contractual lock-up. The Company does not

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currently expect any Current Company Equityholder to request WBET Class A Shares. The Current Company Equityholders will not receive any of the WBET Class C Shares, which will be held solely by Sponsor and certain Sponsor Persons. As of the date of this proxy statement/prospectus, there are 14,785,715 AUS Class C Shares issued and outstanding, which are held solely by Sponsor and certain Sponsor Persons, and will be converted into WBET Class C Shares (subject to the Class C Forfeiture) on a one-for-one basis on the Closing Date.

At the effective time of the Merger, the Company Shares will be converted into the right to receive, in the aggregate, the Merger Consideration.

Available Cash Amount

The “Available Cash Amount” will be all available cash and cash equivalents of Austerlitz and its Subsidiaries, including (a) the proceeds available from the Trust Account (after reduction for the aggregate amount of any payments required to be made in connection with the Austerlitz Public Shareholder redemptions) and (b) the Cannae Backstop Amount (if any). The Available Cash Amount will be used for general corporate purposes after the Business Combination.

Closing and Effective Time of the Business Combination

The Closing of the transactions contemplated by the Business Combination Agreement is required to take place by exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than 9:00 a.m. Eastern Time on the third business day, following the satisfaction or (to the extent permitted by applicable law) waiver of the conditions described below under the section entitled “—Conditions to Closing of the Business Combination,” (other than those conditions that by their terms or nature are to be satisfied at the Closing; provided that such conditions are satisfied or (to the extent permitted by applicable law) waived at the Closing) or at such other place, time or date as Austerlitz and the Company may mutually agree in writing.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, written waiver by all of the parties to the Business Combination Agreement of the following conditions, among other things:

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the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

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receipt of the Requisite Gaming Approvals (see the heading “—Regulatory Matters; Requisite Gaming Approvals” commencing on page [●]);

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no governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force;

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Austerlitz having at least $5,000,001 of net tangible assets as of the closing of the Business Combination;

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receipt of the approval of each of the other Required Austerlitz Proposals at the Extraordinary General Meeting;

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that (i) the AUS Class A Shares and Austerlitz Public Warrants shall continue to be listed on the NYSE as of immediately prior to the Closing and the AUS Class A Shares to be issued in connection with the Transactions or that may become issuable following the Transactions pursuant to the terms of any Transaction Agreement shall have been approved for listing on NYSE, subject only to official notice of issuance thereof, or (ii) the AUS Class A Shares and Austerlitz Public Warrants shall be approved for listing on NASDAQ such that the AUS Class A Shares and Austerlitz Public Warrants issued and outstanding prior to Closing and the AUS Class A Shares to be issued in connection with the Transactions or that may become issuable following the Transactions pursuant to the terms of any Transaction Agreement shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof; and

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customary bring down conditions related to the parties’ respective representations, warranties and pre-Closing covenants in the agreement and a delivery of certificates with respect thereto.

Other Conditions to the Obligations of the Austerlitz Parties

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the Company Written Consent shall have been obtained and delivered to Austerlitz by holders of the requisite majority of the Company Shares; and

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there has been no material adverse event.

Other Conditions to the Obligations of the Company

The obligations of the Company to consummate or cause to be consummated the Transactions is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the Company, among other things:

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Austerlitz delivering to the Company executed counterparts to each of the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement as well as the Company counterparts to each of the foregoing to be entered into by the Sponsor or Cannae (and their respective equityholders, to the extent party thereto), duly executed by the applicable parties thereto; and

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Representations and Warranties

Under the Business Combination Agreement, the Company made customary representations and warranties to Austerlitz relating to, among other things: organization; Subsidiaries; due authorization; no conflict; governmental authorities; consents; current capitalization; capitalization of Subsidiaries; financial statements; litigation and proceedings; compliance with laws; intellectual property; data privacy; absence of changes; brokers’ fees; no undisclosed liabilities; tax matters; compliance with Gaming Laws; and status of the Company.

Under the Business Combination Agreement, the Austerlitz Parties made customary representations and warranties to the Company relating to, among other things: corporate organization; due authorization; no conflict; litigation and proceedings; governmental authorities, consents; compliance with laws; financial ability, Trust Account; brokers’ fees; SEC reports; financial statements; Sarbanes-Oxley Act of 2002; business activities; capitalization; status of Austerlitz Parties; NYSE stock market listing; Cannae Backstop; Sponsor Agreement; Investment Company Act; compliance with Gaming Laws; and tax matters.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of the Company are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of the Company are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “Material Adverse Effect” means with respect to the Company, a material adverse effect on the results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” on the results of operations or financial condition of the Company and its Subsidiaries, taken as a whole: (a) any change or proposed change in applicable laws or GAAP or any interpretation thereof, (b) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (c) the announcement or the execution of the Business Combination Agreement, the pendency or consummation of the Mergers or the performance of the Business Combination Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees (provided that the exceptions in this clause (c) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties set forth in Section 5.04 of the Business Combination Agreement and, to the extent related thereto, the condition in Section 10.02(a) of the Business Combination Agreement), (d) any change generally affecting any of the industries or markets in which the Company or its Subsidiaries operate or the economy as a whole, (e) the compliance with the terms of the Business Combination Agreement or the taking of any action required or contemplated by the Business Combination Agreement or with the prior written consent of Austerlitz (provided that the exceptions in this clause (e) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties set forth in Section 5.04 of the Business Combination Agreement and, to the extent related thereto, the condition in Section 10.02(a) of the Business Combination Agreement), (f) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, riots, protests, act of God or other force majeure event, (g) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, the Company operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack or any internet or “cyber” attack or hacking upon any Person or country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, (h) any failure of the Company and its Subsidiaries, taken as a whole, to meet any projections, forecasts or budgets; provided that clause (h) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts

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has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect), and (i) COVID-19 or any law, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, changes to business operations, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or any change in such law, directive, pronouncement or guideline or interpretation thereof following the date of the Business Combination Agreement or the Company or any of its Subsidiaries’ compliance therewith; provided that in the case of clauses (a), (b), (d), (f), and (g) such changes may be taken into account to the extent (but only to the extent) that such changes have had a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to other industry participants.

Under the Business Combination Agreement, certain representations and warranties of the Austerlitz Parties are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of the Austerlitz Parties are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Covenants of the Parties

Covenants of the Company

The Company and its Subsidiaries made certain covenants under the Business Combination Agreement, including, among others, the following:

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subject to certain exceptions or as consented to in writing by Austerlitz (such consent not to be unreasonably conditioned, withheld, delayed or denied), prior to the Closing, the Company will and will cause its subsidiaries to, use its commercially reasonable efforts to operate its business in the ordinary course of business (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business);

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subject to certain exceptions, prior to the Closing, the Company will and will cause its Subsidiaries to, not do any of the following without Austerlitz’s consent (such consent not to be unreasonably conditioned, withheld, delayed or denied):

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change or amend its certificate of formation, limited liability company agreement, certificate of incorporation, bylaws or other organizational documents, except as otherwise required by law;

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issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares of capital stock or any other equity or voting securities of, or membership or ownership interests in, the Company or any of its Subsidiaries, except in the ordinary course of business or in connection with the hiring of new employees, in each case to the extent permitted under the terms of any benefit plan;

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issue or grant any options, warrants, restricted stock units, performance stock units or other rights to purchase or obtain any shares of capital stock or any other equity, equity-based or voting securities of or ownership interests in the Company or any of its Subsidiaries, or convertible into or exercisable or exchangeable for such securities or interests, except in the ordinary course of business or in connection with the hiring of new employees, in each case to the extent permitted under the terms of any benefit plan;

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redeem, purchase or otherwise acquire, any shares of capital stock (or other equity or ownership interests) of the Company or any of its Subsidiaries;

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adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect (including by merger) any change in respect of any shares of capital stock or other equity or ownership interests in or securities of the Company;

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make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, Liabilities or results of operations of the Company and its Subsidiaries, other than as may be required by applicable law, GAAP or regulatory guidelines;

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make, revoke or change any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax Return, settle or compromise any material tax liability, enter into any material closing agreement with respect to any tax, surrender any right to claim a material refund of taxes or consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment;

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change its residence for any tax purposes;

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directly or indirectly, incur, or modify in any material respect the terms of, or cancel or forgive any indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for indebtedness, in each case, other than indebtedness for borrowed money under the WR Loan; or

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enter into any contract to do any of the above actions prohibited under the Business Combination Agreement.

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as promptly as practicable, provide the following in connection with the filing of this proxy statement/prospectus with the SEC: (i) audited financial statements, including consolidated statements of income, members’ equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 2020 and 2019 and consolidated balance sheets as of December 31, 2020 and 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), prepared in accordance with GAAP and Regulation S-X; and (ii) unaudited financial statements, including a consolidated statement of income, members’ equity and cash flows of the Company and its Subsidiaries for the fiscal quarters ended March 31, 2021 and 2020 and a consolidated balance sheets as of March 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X; and

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at least 24 hours prior to the Company’s solicitation of the Company Written Consent, the Company shall prepare and deliver to all holders of Company Shares a written notice in accordance with the Company’s bye-laws notifying of the intended taking of such action (together with a reasonably detailed description of the actions taken thereby and any information required to be provided under applicable law or such entity’s governing documents), which notice(s) shall be in form and substance reasonably acceptable to Austerlitz.

Covenants of Austerlitz

Austerlitz made certain covenants under the Business Combination Agreement, including, among others, the following:

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subject to certain exceptions or as consented to in writing by the Company (such consent not to be unreasonably conditioned, withheld, delayed or denied), prior to the Closing, Austerlitz will, and will cause its Subsidiaries to, not do any of the following:

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change, modify or amend the Trust Agreement or the Austerlitz Organizational Documents;

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declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, Austerlitz;

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split, combine or reclassify any capital stock of, or other equity interests in, Austerlitz;

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other than in connection with Austerlitz Shareholder Redemption or as otherwise required by the Austerlitz Organizational Documents in order to consummate the transactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Austerlitz;

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make, change or revoke any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, enter into any material closing agreement with respect to any tax, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment, or change its residence for any tax purposes;

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acquire by merging or consolidating with, or by purchasing the assets of, or by any other manner, any business or Person or division thereof or otherwise acquire any assets;

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adopt a plan of complete or partial liquidation, dissolution, merger, division transaction, consolidation or recapitalization;

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incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;

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offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Austerlitz (including any Austerlitz Preferred Shares) or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than the issuance of Austerlitz Shares in connection with the Backstop Agreement as set forth therein;

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amend, modify or waive any of the terms or rights set forth in, any Austerlitz Public Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

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take any action or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the intended tax treatment; or

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authorize any of, or commit or agree to take, whether in writing or otherwise, any of, the foregoing actions.

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Austerlitz and its Subsidiaries will comply with and continue performing under, as applicable, the Austerlitz Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Austerlitz or its Subsidiaries may be a party;

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Austerlitz shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) of or provide consent to (including consent to termination) any provision or remedy under, or any replacements of, the Backstop Agreement. Austerlitz shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Backstop Agreement on the terms and conditions described therein, including maintaining in effect the Backstop Agreement;

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Austerlitz shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacement of, the Sponsor Agreement. Austerlitz shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to satisfy in all material respects on a timely basis all conditions and covenants applicable to Austerlitz in the Sponsor Agreement and otherwise comply with its obligations thereunder and, without limiting the Company’s rights thereunder or pursuant to Section 12.13 of the Business Combination Agreement, to enforce its rights under each such agreement;

•

Austerlitz shall use reasonable best efforts to ensure Austerlitz remains listed as a public company on, and for AUS Class A Shares and Austerlitz Public Warrants to be listed on, the NYSE. In connection with the consummation of the transactions contemplated hereby, Austerlitz shall use its reasonable best efforts to cause the AUS Class A Shares and Austerlitz Public Warrants to be listed for trading on the NASDAQ, including by submitting prior to the Closing an initial listing application with the NASDAQ;

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•

Austerlitz will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable securities laws;

•

prior to the Effective Time, Austerlitz shall take all commercially reasonable steps as may be required (to the extent permitted under applicable law) to cause any acquisition or disposition of any equity securities of Austerlitz (or the Company), respectively, or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Transactions to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters;

•

prior to the Effective Time, Austerlitz shall, subject to obtaining the approval of the Austerlitz Shareholders, adopt an Omnibus Incentive Plan in the form to be mutually agreed upon by Parent and Austerlitz;

•

Austerlitz shall, at all times during the period from the date hereof until the Closing: (a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”); and (b) not take any action that would cause Austerlitz to not qualify as an “emerging growth company” within the meaning of the JOBS Act; and

•

prior to the Closing, Austerlitz shall terminate the Forward Purchase Agreement and shall take all actions necessary to effectuate the foregoing. The Forward Purchase Agreement was terminated on May 10, 2021.

Mutual Covenants of the Parties

The Business Combination Agreement also contains additional covenants of the parties, including, among other things, covenants providing:

•

that each of the parties cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable laws, to consummate and make effective as promptly as practicable the Transactions, including providing any notices to any Person required in connection with the consummation of the Transactions, and obtaining any licenses, consents, waivers, approvals, authorizations, qualifications and governmental orders necessary to consummate the Transactions;

•

that each of the parties cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information (i) required under any applicable antitrust laws, Gaming Laws or other applicable laws, or (ii) requested by a Governmental Authority pursuant to applicable antitrust laws or Gaming Laws) to effect promptly all necessary filings with any Governmental Authority and to obtain all necessary, proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any Governmental Authority necessary to consummate the Transactions (including the Requisite Gaming Approvals);

•

that if any objections are asserted with respect to the Transactions under any applicable law or if any Action is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any applicable law, each of the parties shall cooperate with one another in good faith and use their reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of the Business Combination Agreement (and the Transactions); and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Authority to prevent or enjoin consummation of the Business Combination Agreement (and the Transactions);

•

that Austerlitz shall, and shall cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Authority (including in connection with any governmental filings) necessary or advisable so as to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event, no later than the Termination Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the Transactions under any law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree,

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judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the Transactions;

•

that Austerlitz shall not acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, or take any other action, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition, or the taking of any other action, could in any material respect (individually or in the aggregate) (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Authority seeking or entering a governmental order prohibiting the consummation of the Transactions, (iii) increase the risk of not being able to remove any such governmental order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Transactions;

•

that Austerlitz shall pay, or cause to be paid, all filing fees payable by any Party pursuant to antitrust laws in connection with the Transactions;

•

that none of Austerlitz or any of its representatives, without the prior written consent of the Company, shall take, or agree with any Governmental Authority to take, any action contemplated by Section 9.01 of the Business Combination Agreement or otherwise if such action, individually or in the aggregate with any other such actions contemplated by Section 9.01 of the Business Combination Agreement or otherwise, would reasonably be expected to adversely affect the business, financial condition or results of operations of the Company or its Subsidiaries in any material respect;

•

that the parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any party or its respective controlled Affiliates is required to obtain in order to consummate the Transactions, provided that the Company and Austerlitz shall not be required to pay any consideration or incur any costs, fees or expenses in connection with obtaining any such consents or approvals; and (b) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of the other party set forth in Article X of the Business Combination Agreement or otherwise to comply with the Business Combination Agreement and to consummate the Transactions as soon as practicable;

•

the Company shall not take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Austerlitz and/or any of its Affiliates or representatives) concerning any purchase of all or a material portion of the Company’s voting, economic or other equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries or as permitted pursuant to Section 7.01 of the Business Combination Agreement (and any disclosures in the Company Schedules relating thereto)) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business;

•

that Austerlitz shall not take, nor shall it permit any of its Affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company and its equityholders and/or any of their Affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “New Business Combination Proposal”) other than with the Company and its equityholders, Affiliates and representatives. Austerlitz shall, and shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a New Business Combination Proposal;

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•

that the parties shall use reasonable best efforts to cause each of the Domestication and the Merger to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the IRS Code or otherwise use reasonable best efforts to restructure the Merger to so qualify;

•

that the parties shall keep certain information confidential in accordance with the existing non-disclosure agreements;

•

that none of the parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding the Business Combination or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company, in the case of the Austerlitz Parties, or Austerlitz , in the case of the Company and its Affiliates;

•

that each of the parties shall execute and deliver to the other parties the Investor Rights Agreement, the Amended and Restated Registration Rights Agreement, and the other Transaction Agreements to which it is contemplated to be a party;

•

that the Company will (or will cause its applicable Subsidiaries to) execute and deliver to Wynn Parent duly executed counterparts to those certain intercompany agreements attached to this proxy statement/prospectus as Annex F, with such changes as the Company (acting reasonably and in good faith) and Wynn Parent deem necessary or advisable; and

•

that the Company and Austerlitz shall cause each person serving and not continuing as a member of the board of directors of the Company and Austerlitz to resign from such position, effective upon the Effective Time. The Company and Austerlitz shall elect or otherwise cause the persons to comprise the entire board of directors of Austerlitz, effective upon the Effective Time.

WBET Board of Directors

Following the Closing, it is expected that the current management of the Company will become the management of WBET, and the WBET Board will consist of nine (9) directors, which will be divided into three classes (Class I, II and III) with each class initially consisting of three (3) directors. See “—Related Agreements—Investor Rights Agreement” below for additional information and a summary of the WBET Board following the Effective Time.

Survival of Representations, Warranties and Covenants

None of the representations, warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any certificate, statement or instrument delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and instead shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for those covenants and agreements contained in the Business Combination Agreement that by their terms expressly apply in whole or in part at or after the Closing and then only with respect to any breaches occurring at or after the Closing.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

•

by the mutual written consent of Austerlitz and the Company;

•

by Austerlitz, subject to certain exceptions, if any of the representations or warranties made by the Company are not true and correct or if the Company fails to perform any of its respective covenants or agreements under the Business Combination Agreement such that certain conditions to the obligations of Austerlitz, as

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described in the section entitled “Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) Termination Date (as defined below) or the Extended Termination Date (as defined below), as applicable;

•

by the Company, subject to certain exceptions, if any of the representations or warranties made by the Austerlitz Parties are not true and correct or if any Austerlitz Party fails to perform any of its covenants or agreements under the Business Combination Agreement such that the condition to the obligations of the Company, as described in the section entitled “—Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) the Termination Date or the Extended Termination Date, as applicable;

•

by either Austerlitz or the Company, subject to certain exceptions, if the Closing has not occurred on or before February 10, 2022 (as such date may be extended pursuant to clause (A)(I) of the following proviso, the “Termination Date”); provided that (A) (I) if on the Termination Date, the condition to consummate the Transactions in Section 10.01(b) of the Business Combination Agreement shall not have been satisfied, and (II) each of the other conditions described in the section entitled “—Conditions to Closing of the Business Combination” have been satisfied, waived or remain capable of satisfaction as of such date, then the Termination Date shall automatically be extended (on no more than two (2) occasions) for a period of ninety (90) days, and (B) if any Action for specific performance or other equitable relief by the Company with respect to the Business Combination Agreement, any other Transaction Agreement, or otherwise with respect to the Transactions is commenced or pending on or before the Termination Date, then the Termination Date shall be automatically extended without any further action by any party until the date that is thirty (30) days following the date on which a final, non-appealable governmental order has been entered with respect to such Action and the Termination Date shall be deemed to be such later date for all purposes of the Business Combination Agreement (as the Termination Date may be extended pursuant to clause (B), the “Extended Termination Date”).

•

by either Austerlitz or the Company, subject to certain exceptions:

•

if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation;

•

if the Required Austerlitz Proposals are not obtained at the Extraordinary General Meeting (subject to any adjournment, postponement or recess of the meeting); or

•

by Austerlitz, if the Company Written Consent is not delivered to Austerlitz by holders of the requisite majority of the Company Shares within two (2) Business Days of Austerlitz notifying the Company that the registration statement attached to this proxy statement/prospectus has become effective.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except (i) in the case of a material willful breach of any representation or warranty or covenant or agreement under the Business Combination Agreement, (ii) for customary obligations that survive the termination thereof (such as confidentiality obligations) and (iii) for any person’s liability under the Confidentiality Agreement.

Expenses

The fees and expenses incurred in connection with the Business Combination Agreement and the ancillary documents thereto, and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses; provided that if the

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Closing occurs, Austerlitz shall bear and pay, or cause to be paid, at or promptly after Closing, all of the Transaction Expenses.

Governing Law

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to any laws that might otherwise govern under applicable principles of conflicts or choice of law or otherwise (except to the extent that (i) any provisions relate to the exercise of a director’s or officer’s fiduciary duties and/or similarly, statutory duties or obligations, in each case, of the Company and/or (ii) statutory provisions or other laws of Bermuda are mandatorily applicable to the Merger and the Domestication, such provisions shall be governed by and in accordance with the laws of Bermuda).

Amendments

The Business Combination Agreement may be amended or modified only by a written agreement executed and delivered by Austerlitz, Merger Sub and the Company.

Ownership of WBET Immediately Following the Business Combination

As of the date of this proxy statement/prospectus, there are 98,571,430 Austerlitz Shares issued and outstanding of Austerlitz, which includes an aggregate of 69,000,000 AUS Class A Shares, 14,785,715 AUS Class B Shares, and 14,785,715 AUS Class C Shares. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the issuance of the Merger Consideration in connection with the Business Combination and assuming that none of Austerlitz’s outstanding Austerlitz Public Shares are redeemed in connection with the Business Combination), Austerlitz’s share capital would be 80,089,286 Austerlitz Shares (excluding the potential dilutive effect of the 14,785,715 AUS Class C Shares and exercise of Austerlitz Public Warrants).

The following table illustrates varying ownership levels in WBET Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Austerlitz Public Shareholders and the following additional assumptions: (i) under the No Redemptions scenario, 300.0 million WBET Shares are issued to the Current Company Equityholders at Closing, which would be the number of WBET Shares issued to these holders assuming No Redemptions; (ii) under the Maximum Redemptions scenario, 296.3 million WBET Shares are issued to the Current Company Equityholders at Closing, which would be the number of WBET Shares issued to these holders assuming Maximum Redemptions; and (iii) no options to purchase WBET Shares outstanding as of [•], 2021 have been exercised. Based on these assumptions, there would be approximately 380.1 million WBET Shares outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in WBET will be different.

Scenario 1 – Excluding Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders		18.15%		0%
Sponsor (and certain Sponsor Persons)⁽²⁾		2.92%		3.89%
Cannae⁽³⁾		0%		18.15%
Current Company Equityholders		78.93%		77.96%

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(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)

(3)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

Scenario 2 – Including Dilutive Securities


	Share Ownership in WBET
	No Redemptions		Maximum Redemptions⁽¹⁾
	Percentage of Outstanding Shares		Percentage of Outstanding Shares
Austerlitz Public Shareholders⁽²⁾		18.82%		3.74%
Sponsor (and certain Sponsor Persons)⁽³⁾		7.14%		8.69%
Cannae⁽⁴⁾		0%		14.95%
Current Company Equityholders⁽⁵⁾		74.04%		72.62%

(1)	Assumes that 69,000,000 of the AUS Class A Shares are redeemed in connection with the Business Combination, and a corresponding number of AUS Class A Shares issued to Cannae in connection with the Cannae Backstop.

(2)	Includes the 17,250,000 AUS Class A Shares subject to the Austerlitz Public Warrants.

(3)

(4)	Excludes an affiliate of Cannae’s approximately 10% limited partnership interest in Sponsor.

(5)	Includes 39,402,737 and 38,917,239 vested and unvested options of the Company under the No Redemptions and Maximum Redemptions scenarios, respectively, that are rolled over and converted to WIL Replacement Options pursuant to the Business Combination Agreement.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The Sponsor Agreement, the Backstop Agreement, the form of Investor Rights Agreement, the form of Amended and Restated Registration Rights Agreement, the form of Statutory Merger Agreement, the forms of Amended and Restated Commercial Intercompany Agreements, the Company Support Agreement, and the Mutual Termination Agreement are attached

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hereto as Annex G, Annex H, Annex C, Annex D, Annex E, Annex F, Annex I, and Annex J, respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the Extraordinary General Meeting.

Sponsor Agreement

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Austerlitz amended and restated (a) that certain letter agreement, dated March 2, 2021, between Austerlitz and the Sponsor and (b) that certain letter agreement, dated as of March 2, 2021, by and between Austerlitz and each of the Sponsor and Insiders, and entered into the Sponsor Agreement with the Sponsor, Cannae and the other Sponsor Persons. Pursuant to the Sponsor Agreement, among other things, the Sponsor Persons agreed (i) to vote any Austerlitz Shares in favor of the Business Combination and other Austerlitz Shareholder Matters, (ii) not to seek redemption of any Austerlitz Shares and (iii) not to transfer any Austerlitz securities for the period beginning on the Closing Date until the earlier of (x) one (1) year following the Closing Date or (y) if the volume weighted average price of the WBET Class A Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing 150 days after the Closing Date, and (iv) to be bound to certain other obligations as described therein. Additionally, the Sponsor and certain Insiders have also agreed to forfeit (i) up to 3,696,429 AUS Class B Shares (the “Class B Forfeiture”) and up to 3,696,429 AUS Class C Shares (the “Class C Forfeiture”), in accordance with the terms of the Sponsor Agreement (subject, in each case, to a reduction in the number of shares to be forfeited if the Cannae Backstop (as defined below) is utilized), and (ii) in the event that the Austerlitz transaction expenses exceed the Expenses Overage, the Sponsor Persons shall additionally forfeit and surrender to Austerlitz a number of AUS Class B Shares equal to the Expenses Overage divided by 10. The Sponsor Agreement is attached hereto as Annex G.

Backstop Agreement

Investor Rights Agreement

Concurrently with the consummation of the Business Combination, WBET, Wynn Investment, Sponsor and Cannae (if applicable) will enter into the Investor Rights Agreement, the form of which is attached hereto as Annex C. The Investor Rights Agreement will provide for, among other things, certain designation rights and approval rights as described below.

Designation Rights

Effective as of the Closing Date, it is anticipated that the WBET Board will be comprised of nine directors as follows: (i) one Sponsor Director, (ii) five Wynn Directors and (iii) three Initial Independent Directors, who will each be an independent director under applicable SEC and the rules of the national securities exchange on which WBET’s securities are listed.

Pursuant to the terms of the Investor Rights Agreement, following the Closing Date, WBET will take all necessary action to include in the slate of nominees recommended by WBET for election as directors, at each annual or special meeting of shareholders at which directors are to be elected, a number of Sponsor Directors that, if elected, will result in the Sponsor having a number of directors serving on the WBET Board as shown below:


WBET Class A Shares Beneficially Owned by Sponsor and Cannae (collectively) as a % of the WBET Class A Shares Beneficially Owned by Sponsor and Cannae (collectively) as of Immediately Following the Closing	Number of Sponsor Directors
50% or greater		1
Less than 50%		0

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Additionally, following the Closing Date, WBET will take all necessary action to include in the slate of nominees recommended by WBET for election as directors, at each annual or special meeting of shareholders at which directors are to be elected, a number of Wynn Directors that, if elected, will result in Wynn Investment having a number of directors serving on the WBET Board as shown below:


WBET Shares Beneficially Owned by the Wynn Group as a % of the Total Outstanding WBET Shares (excluding WBET Class C Shares)