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): ~~January~~April 108, 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 45.02. ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orAppointment aof ~~Related~~Certain ~~Audit~~Officers; ~~Report~~Compensatory orArrangements ~~Completed~~of ~~Interim~~Certain ~~Review~~Officers.

InOn ~~connection~~April 8, ~~with~~2022, ~~the~~Richard ~~preparation~~N. ofMassey ~~the~~resigned ~~financial~~from ~~statements~~the of Austerlitz Acquisition Corporation II (the “Company”) ~~for~~board ~~the quarter ended September 30, 2021, management~~ of ~~the~~directors ~~Company re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share~~ (the “~~Public Shares~~Board”),. ~~issued~~Mr. Massey asdecided ~~part~~to ofresign ~~the~~in ~~units~~order ~~sold~~to inreduce the ~~Company’s~~overall ~~initial~~number of public ~~offering~~company ~~(the~~boards ~~“IPO”)~~ on ~~March 2,~~which ~~2021~~he serves. ~~Historically,~~Mr. Massey’s aresignation ~~portion~~from of the ~~Public~~Board ~~Shares~~ was ~~classified~~not asdue ~~permanent equity~~ to ~~maintain~~any ~~shareholders’~~disagreement ~~equity~~with ~~greater than $5 million on~~ the ~~basis that the~~ Company ~~will~~or ~~not~~any ~~redeem~~matter ~~its~~relating ~~Public Shares in an amount that would cause its net tangible assets~~ to ~~be less than $5,000,001, as set forth in~~ the Company’s ~~Amended~~operations, ~~and~~policies ~~Restated~~or ~~Memorandum~~practices. ~~and Articles of Association (the “Articles”)~~Mr. Massey ~~Pursuant~~will continue to ~~such~~serve ~~re-evaluation,~~as the Company’s ~~management~~Chief ~~determined~~Executive that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the ArticlesOfficer.

In the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Original Q3 10-Q”) filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021, the Company disclosed the revision of its previously reported balance sheet as of the date of its IPO and financial statements for all periods subsequent to its IPO and determined such revisions were not material based primarily on qualitative considerations. Following the filing of the Original Q3 10-Q, in light of recent comment letters issued by the SEC, management re-evaluated the materiality of the reclassification and whether the reclassification adjustment related to temporary equity and permanent equity was material. Although the qualitative factors that management originally assessed tended to support a conclusion that the misstatements were not material, upon the Company’s reconsideration in light of recent SEC comment letters, these qualitative factors were not strong enough to overcome the quantitative impact to the financial statements and the Company believes the misstatements are material.

Therefore, on January 10, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of March 2, 2021, filed in a Current Report on Form 8-K with the SEC on March 8, 2021 (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 17, 2021 and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should no longer be relied upon. Although the Company previously included revised financial statements for the Affected Periods in its Original Q3 10-Q, the Company intends to recharacterize the revisions as a material restatement to its financial statements in an amendment to the Original Q3 10-Q to be filed with the SEC (the “Amended Q3 10-Q”).

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of March 2, 2021, March 31, 2021, June 30, 2021 and September 30, 2021. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amended Q3 10-Q.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown PC.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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: January 10, 2022

/s/ Bryan D. Coy

/s/ Michael L. Gravelle

Name: Bryan D. Coy

Date: April 11, 2022

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

Title: Executive Vice President, Chief Financial Officer

Filing Compare · Austerlitz Acquisition Corp II