Austerlitz Acquisition Corporation II filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ASZ
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): November 22, 2022
(Exact name of Registrant as Specified in its Charter)
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(702 ) 323-7330
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| Item 1.01. | Entry into a Material Definitive Agreement. | |||||||
The information set forth in Item 3.03 of this Current Report on Form 8-K related to the amendment of the Trust Agreement (as defined below) is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. | |||||||
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the extraordinary general meeting of the shareholders of Austerlitz Acquisition Corporation II (the “Company”) held on November 22, 2022 (the “Shareholder Meeting”) shareholders of the Company approved (i) the amendment to the Company’s Memorandum and Articles of Association by adopting the second amended and restated memorandum and articles of association (the “Second Amended and Restated Memorandum and Articles of Association”) to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, from March 2, 2023 (the “Original Termination Date”) to November 22, 2022 (the “Amended Termination Date”) and (ii) an amendment to the Investment Management Trust Agreement, dated March 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), to allow the Company to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “IPO”)(the “Trust Account”) to November 22, 2022.
The Second Amended and Restated Memorandum and Articles of Association became automatically effective with the approval of the Charter Amendment Proposal (as defined below) at the Shareholder Meeting. The foregoing descriptions of the Second Amended and Restated Memorandum and Articles of Association and the amendment to the Trust Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | |||||||
At the Shareholder Meeting, a total of 150,211,204 (76.19%) of the Company’s issued and outstanding ordinary shares (the “Ordinary Shares”) held of record at the close of business on October 28, 2022, the record date for the Shareholder Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals (collectively, the “Proposals”) at the Shareholder Meeting, which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on October 28, 2022 (as supplemented from time to time, the “Proxy Statement”).
Proposal No. 1 – The Charter Amendment Proposal – to amend and restate the Company’s Memorandum and Articles of Association by adopting the Second Amended and Restated Memorandum and Articles of Association to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, from the Original Termination Date to the Amended Termination Date (the “Charter Amendment Proposal”).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 150,111,741 | 61,558 | 37,905 | N/A | |||||||||||||||||
Proposal No. 2 – The Trust Amendment Proposal – to amend the Trust Agreement, by and between the Company and Continental, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the Proxy Statement, to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s IPO to November 22, 2022 (the “Trust Amendment Proposal”).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 120,540,312 | 61,558 | 37,905 | N/A | |||||||||||||||||
As there were sufficient votes to approve the Proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
| Item 8.01. | Other Events. | |||||||
Since the Proposals were approved, and because the Company will not be able to complete an initial business combination by the Amended Termination Date, the Company will be obligated to redeem all issued and outstanding Class A Ordinary Shares issued in the IPO (the “Public Shares”) as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Mandatory Redemption”) and the Company’s warrants will expire worthless. The Company expects to complete the Mandatory Redemption on or around December 2, 2022 at a per-share redemption price of $10.00.
| Item 9.01. | Financial Statements and Exhibits | |||||||
(d) Exhibits
| Exhibit | Description | |||||||||||||
| 3.1 | ||||||||||||||
| 10.1 | ||||||||||||||
| 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: | November 22, 2022 | By: | /s/ Michael L. Gravelle | ||||||||||||||
| Name: | Michael L. Gravelle | ||||||||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||||||||