S-1/A 1 d109187ds1a.htm S-1/A S-1/A

As filed with the U.S. Securities and Exchange Commission on February 23, 2021.

Registration No. 333-252933

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AUSTERLITZ ACQUISITION CORPORATION II

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770  
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

 

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Michael L. Gravelle

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

Alexander D. Lynch, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Tel: (212) 310-8000

Fax: (212) 310-8007

 

Derek J. Dostal, Esq.

Deanna L. Kirkpatrick, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Tel: (212) 450-4000

Fax: (212) 701-5800

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please 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(c) 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐    Non-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. ☐

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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This 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.

 

 

 


EXPLANATORY NOTE

Austerlitz Acquisition Corporation II (alternatively, the “Registrant,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-252933) as an exhibits only filing to file the exhibit attached hereto. Accordingly, this Amendment consists only of the facing page, the explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibit. The prospectus is unchanged and has been omitted.


INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

SEC expenses

   $ 125,465  

FINRA expenses

     173,000  

Accounting fees and expenses

     80,000  

Printing and engraving expenses

     50,000  

Travel and road show expenses

     5,000  

Legal fees and expenses

     331,000  

NYSE listing and filing fees

     85,000  

Director & Officers liability insurance premiums(1)

     150,000  

Miscellaneous

     535  
  

 

 

 

Total

   $ 1,000,000  
  

 

 

 

 

(1)

This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

During the period ended January 5, 2021, the sponsor paid an aggregate of $25,000, or approximately $0.001 per share, to cover certain expenses on behalf of the Company in exchange for the issuance of 24,642,857 Class B ordinary shares, par value $0.0001 and 24,642,857 Class C ordinary shares, par value $0.0001. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

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Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor are accredited investors under Rule 501 of Regulation D. The sole business of our sponsor is to act as the Company’s sponsor in connection with this offering.

In addition, Cannae Holdings, LLC has committed, pursuant to a written agreement, to purchase an aggregate of 14,666,667 private placement warrants (or 16,666,667 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.50 per warrant (approximately $22,000,000 in the aggregate or $25,000,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Item 16. Exhibits and Financial Statement Schedules.

 

  (i)

Exhibits. The Exhibit Index is incorporated herein by reference.

 

  (ii)

Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.

Item 17. Undertakings.

 

  (i)

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

  (ii)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

  (iii)

The undersigned registrant hereby undertakes that:

For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

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For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (a)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

 

  (c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (d)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

  (d)

The undersigned registrant hereby undertakes that:

 

  1.

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  2.

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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EXHIBIT INDEX

 

Exhibit
No.

    

Description

  1.1     

Form of Underwriting Agreement.*

  3.1     

Memorandum and Articles of Association.*

  3.2     

Form of Amended and Restated Memorandum and Articles of Association.*

  4.1     

Specimen Unit Certificate.*

  4.2     

Specimen Class A Ordinary Share Certificate.*

  4.3     

Specimen Warrant Certificate.*

  4.4     

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

  5.1     

Opinion of Weil, Gotshal & Manges LLP, Counsel to the Registrant.*

  5.2     

Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.*

  10.1     

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

  10.2     

Form of Registration Rights Agreement among the Registrant, Cannae Holdings, LLC, the Sponsor and the Holders signatory thereto.*

  10.3     

Form of Private Placement Warrants Purchase Agreement between the Registrant and Cannae Holdings, LLC.*

  10.4     

Form of Indemnity Agreement.*

  10.5     

Form of Administrative Services Agreement between the Registrant and Cannae Holdings.*

  10.6     

Promissory Note, dated January 5, 2021, issued to the Sponsor and Trasimene Capital Management, LLC.*

  10.7     

Securities Subscription Agreement, dated January 5, 2021, between the Registrant and the Sponsor.*

  10.8     

Form of Letter Agreement between the Registrant and the Sponsor.*

  10.9     

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*

  10.10     

Form of Forward Purchase Agreement between the Registrant and Cannae Holdings, Inc.*

  23.1     

Consent of WithumSmith+Brown, PC.**

  23.2     

Consent of Weil, Gotshal & Manges LLP (included on Exhibit 5.1).*

  23.3     

Consent of Maples and Calder (included on Exhibit 5.2)*

  24     

Power of Attorney (included on the signature page of this Registration Statement).*

  99.1     

Form of Audit Committee Charter.*

  99.2     

Form of Compensation Committee Charter.*

  99.3     

Form of Corporate Governance and Nominating Committee Charter.*

  99.4     

Consent of Richard N. Massey.*

  99.5     

Consent of Hugh R. Harris.*

  99.6     

Consent of Mark D. Linehan.*

  99.7     

Consent of Erika Meinhardt.*

 

*

Previously filed.

**

Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on the 23rd day of February, 2021.

 

AUSTERLITZ ACQUISITION CORPORATION II

By:    

 

 

/s/ Michael L. Gravelle

  Name: Michael L. Gravelle
  Title:   General Counsel and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

 

Position

 

Date

*

David W. Ducommun

  President (Principal Executive Officer)   February 23, 2021

*

Bryan D. Coy

  Chief Financial Officer (Principal Financial Officer and Accounting Officer)   February 23, 2021

*

William P. Foley, II

  Founder and Director   February 23, 2021

 

*By:

 

  /s/ Michael L. Gravelle
  Michael L. Gravelle
  Attorney-in-Fact

 

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