8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2022

Austerlitz Acquisition Corporation II

(Exact name of Registrant as Specified in its Charter)

Cayman Islands	001-40112	98-1583275
(State or other jurisdiction of  incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1701 Village Center Circle

Las Vegas, Nevada 89134

(Addresses of principal executive offices)

(702) 323-7330

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units, each consisting of one Class A Ordinary Share and one-fourth of one Warrant	ASZ.U	New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	ASZ	New York Stock Exchange
Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	ASZ WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On October 3, 2022, Austerlitz Acquisition Corporation II (the “Company”) issued a press release announcing that the Company's sponsors, Cannae Holdings, Inc. and Trasimene Capital Management, LLC, are seeking approval of the Company’s shareholders to redeem its outstanding Class A ordinary shares for cash held in its trust account prior to December 31, 2022 (the "Redemption"). The Company filed a preliminary proxy statement (the "Preliminary Proxy Statement") which contains proposals to amend and restate the Company's Amended and Restated Memorandum and Articles of Association (the "Articles") and to amend the Company's Investment Management Trust Agreement (the "Trust Agreement"). The amended and restated Articles and amended Trust Agreement will allow the Company to effect the Redemption. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Investors are encouraged to read the Preliminary Proxy Statement which can be found on the SEC's website at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
	99.1	Press Release
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Austerlitz Acquisition Corporation II
Date:	October 3, 2022	By:	/s/ Michael L. Gravelle
			Name:	Michael L. Gravelle
			Title:	General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

Sponsors Seek Early Liquidation

of Austerlitz Acquisition Corporation II

Las Vegas, October 3, 2022 – Cannae Holdings, Inc. (NYSE: CNNE) and Trasimene Capital Management, sponsors (the “Sponsors”) of Austerlitz Acquisition Corporation II (NYSE: ASZ, or the “Company”), a special purpose acquisition company (“SPAC”), are seeking approval of the Company’s shareholders to redeem its outstanding Class A ordinary shares (the “Public Shares”) for cash held in its trust account prior to December 31, 2022.ASZ expires by its terms on March 2, 2023 (the “24-Month Deadline”). The Sponsors believe that consummation of a suitable merger is highly improbable, and it is therefore in shareholders’ best interests to return the cash in trust within calendar 2022 rather than wait for expiration in 2023.

Since the Company’s IPO, the Sponsors reviewed hundreds of potential merger partners and have had substantive negotiations with dozens of them. Despite these extensive efforts, the Sponsors have not secured and do not seek a merger partner.Some prospective partners did not meet the Sponsors’ investment criteria, and some pursued other strategic options like an IPO or full or partial sale. Some eventually declined to merge with ASZ due to poor stock price performance in the SPAC and IPO markets.

The Company has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “Commission”) containing proposals to amend its Articles of Association and the Investment Management Trust Agreement to allow the Company to commence liquidation without a business combination and before the 24-Month Deadline.

The Sponsors will seek shareholders favorable vote at a special meeting of shareholders in November 2022.As part of that process, the holders of Public Shares will have an opportunity to submit their shares for voluntary redemption.

Funds held in trust today are $1,380.0 million. Accordingly, the Company expects to return $10.00 per Public Share to the holders.

Austerlitz Acquisition Corporation II

Austerlitz Acquisition Corporation II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking

statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and its subsequent reports filed with the Commission from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company and the Sponsors undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Jamie Lillis, Managing Director, Solebury Trout, 203-428-3223, jlillis@soleburytrout.com

Source: Austerlitz Acquisition Corporation II

XML

Cover	Oct. 03, 2022
Document Information [Line Items]
Entity Registrant Name	Austerlitz Acquisition Corporation II
Document Type	8-K
Document Period End Date	Oct. 03, 2022
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40112
Entity Tax Identification Number	98-1583275
Entity Address, Address Line One	1701 Village Center Circle
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89134
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
City Area Code	702
Local Phone Number	323-7330
Amendment Flag	false
Entity Central Index Key	0001839191
Entity Ex Transition Period	false
Units [Domain]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-fourth of one Warrant
Trading Symbol	ASZ.U
Security Exchange Name	NYSE
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	ASZ
Security Exchange Name	NYSE
Warrants [Domain]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	ASZ WS
Security Exchange Name	NYSE