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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Austerlitz Acquisition Corporation II | NYSE:ASZ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.985 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
98-1583275
|
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
|
1701 Village Center Circle, Las Vegas, Nevada
|
89134
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Trading
Symbols
|
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
|
Large Accelerated Filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer
|
☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
ASSETS
|
|
|||
Cash and cash equivalent
|
$ | 391,787 | ||
Prepaid expenses
|
527,868 | |||
|
|
|||
Total current assets
|
919,655 | |||
Cash held in trust account
|
1,380,000,000 | |||
Other assets
|
347,093 | |||
|
|
|||
Total assets
|
$ | 1,381,266,748 | ||
|
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
Current liabilities:
|
||||
Accounts payable
|
32,027 | |||
Accrued expenses
|
274,705 | |||
Due to related party
|
9,301 | |||
|
|
|||
Total current liabilities
|
316,033 | |||
Deferred underwriting fees payable
|
48,300,000 | |||
W
arrant liability
|
68,581,000 | |||
Forward purchase liability
|
|
|
875,000
|
|
|
|
|||
Total liabilities
|
118,072,033 | |||
|
|
|||
Commitments and Contingencies (Note 5)
|
||||
Ordinary shares subject to possible redemption, 125,819,471 shares at redemption value
|
1,258,194,706 | |||
Shareholders’ Equity:
|
||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 800,000,000 shares authorized; 12,180,529 issued and outstanding (excluding 125,819,471 shares subject to possible redemption)
|
1,218 | |||
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 29,571,428 shares issued and outstanding
|
2,957 | |||
Class C ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 29,571,428 shares issued and outstanding
|
2,957 | |||
Additional
paid-in
capital
|
— | |||
Retained earnings
|
4,992,877 | |||
|
|
|||
Total shareholders’ equity
|
5,000,009 | |||
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
1,381,266,748
|
|
|
|
|
|
|
Three months
ended June 30, 2021 |
|
|
For the period
from January 5, 2021 (inception) through June 30, 2021 |
|
||
Formation and operating costs
|
$ | 181,294 | $ | 255,144 | ||||
Loss from operation
s
|
(181,294 | ) | (255,144 | ) | ||||
Other income (expense):
|
|
|
||||||
Gain on change in fair value of warrant liability
|
26,180,999 | 18,289,000 | ||||||
Loss on change in fair value of forward purchase liability
|
|
|
(875,000
|
)
|
|
|
(875,000
|
)
|
Allocation of
offering
costs to warrant liability
|
— | (3,181,372 | ) | |||||
|
|
|
|
|||||
Net Income
|
$
|
25,124,705
|
|
$
|
13,977,484
|
|
||
|
|
|
|
|||||
Weighted average Class A redeemable ordinary shares
|
|
138,000,000
|
|
|
138,000,000
|
|
||
|
|
|
|
|||||
Basic and diluted net
income
per ordinary share, Class A
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Weighted average Class B and Class C
non-redeemable
ordinary shares outstanding, basic and diluted
|
|
59,142,856
|
|
|
59,142,856
|
|
||
|
|
|
|
|||||
Basic and diluted net
i
per ordinary share, Class B
ncome
and C
|
$
|
0.42
|
|
$
|
0.24
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Class A
|
|
|
Class B
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-In
Capital |
|
|
Accumulated
Deficit |
|
|
Total
Shareholders’ Equity |
|
|||||||||
Balance as of January
5
,
2021 |
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||||
Issuance of Class B and
Class C ordinary shares to Sponsor |
— | — | 29,571,428 | 2,957 | 29,571,428 | 2,957 | 19,086 | — | 25,000 | |||||||||||||||||||||||||||
Sale of Units in Initial Public Offering, less fair value of Public Warrants
|
138,000,000 | 13,800 | — | — | — | — | 1,322,716,200 | — | 1,322,730,000 | |||||||||||||||||||||||||||
Offering costs
|
— | — | — | — | — | — | (73,537,770 | ) | — | (73,537,770 | ) | |||||||||||||||||||||||||
Class A Ordinary shares subject to possible redemption
|
(123,307,000 | ) | (12,331 | ) | — | — | — | — | (1,233,057,670 | ) | — | (1,233,070,001 | ) | |||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | (11,147,221 | ) | (11,147,221 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of March 31, 2021
|
|
14,693,000
|
|
$
|
1,469
|
|
|
29,571,428
|
|
$
|
2,957
|
|
|
29,571,428
|
|
$
|
2,957
|
|
$
|
16,139,846
|
|
$
|
(11,147,221
|
)
|
$
|
5,000,008
|
|
|||||||||
Offering costs paid in the quarter
|
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption
|
(2,512,471 | ) | (251 | ) | — | — | — | — | (16,139,846 | ) |
(8,984,607
|
)
|
(25,124,704 | ) | ||||||||||||||||||||||
Net income
|
— | — | — | — | — | — | — | 25,124,705 | 25,124,705 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of June 30, 2021
|
|
12,180,529
|
|
$
|
1,218
|
|
|
29,571,428
|
|
$
|
2,957
|
|
|
29,571,428
|
|
$
|
2,957
|
|
$
|
—
|
|
$
|
4,992,877
|
|
$
|
5,000,009
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period
from January 5, 2021 (inception) through June 30, |
|
|
|
|
2021
|
|
|
Cash Flows from Operating Activities:
|
|
|||
Net income
|
$ | 13,977,484 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of warrant liability
|
(18,289,000 | ) | ||
Loss change in fair value of forward purchase liability
|
875,000 | |||
Offering cost allocated to warrant liability
|
3,181,372 | |||
Formation and operating expenses paid through issuance of Class B and C ordinary shares
|
5,000 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(527,868 | ) | ||
Other assets
|
(347,091 | ) | ||
Accounts payable
|
24,527 | |||
Accrued expenses
|
(796 | ) | ||
|
|
|||
Due to related party
|
|
|
9,301
|
|
Net cash used in operating activities
|
(1,092,071 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(1,380,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(1,380,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of deferred underwriting discounts paid
|
1,352,400,000 | |||
Proceeds from sale of Private Placement Warrants
|
29,600,000 | |||
Repayment of promissory note - related party
|
|
|
(388,152
|
)
|
Payment of other offering costs
|
(127,990 | ) | ||
|
|
|||
Net cash provided by financing activities
|
1,381,483,858 | |||
|
|
|||
Net increase in cash
|
391,787 | |||
Cash - beginning of period
|
— | |||
|
|
|||
Cash - end of period
|
391,787 | |||
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 1,235,359,824 | ||
|
|
|||
Initial classification of warrant liability
|
|
$
|
92,592,666
|
|
Issuance of Founder Shares to Sponsor in settlement of due to related party
|
$ | 25,000 | ||
|
|
|||
Deferred underwriting fees payable
|
$ | 48,300,000 | ||
|
|
|||
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
22,834,886
|
|
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
|
For
Months
June 30, 2021 |
|
|
For the
period from January
5,
2021
(inception) through June 30, 2021 |
|
||
Redeemable Class A Ordinary Shares
|
|
|
||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account
|
|
$
|
—
|
|
|
$
|
—
|
|
Less: Income and Franchise Tax
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Earnings allocable to Redeemable Class A Ordinary Shares
|
|
$
|
—
|
|
|
$
|
—
|
|
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
|
|
|
||||||
Basic and diluted weighted average shares outstanding, Redeemable Class A
|
|
|
138,000,000
|
|
|
|
138,000,000
|
|
Basic and diluted net earnings per share, Redeemable Class A
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Class B and Class C Ordinary Shares
|
|
|
||||||
Numerator: Net Income minus Redeemable Net Earnings
|
|
|
||||||
Net income
|
|
$
|
25,124,705
|
|
|
$
|
13,977,484
|
|
Less: Net Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Income attributable to Non-Redeemable Class B and Class C Ordinary Shares
|
|
$
|
25,124,705
|
|
|
$
|
13,977,484
|
|
Denominator: Weighted Average Non-Redeemable Class B and Class C Ordinary Shares
|
|
|
||||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B and Class C
|
|
|
59,142,856
|
|
|
|
59,142,856
|
|
Basic and diluted net earnings per share, Non-Redeemable Class B and Class C
|
|
$
|
0.42
|
|
|
$
|
0.24
|
|
|
|
|
|
|
|
|
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A ordinary shares;
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like); and
|
• |
if the Reference Value is less than $18.00 per sh
a
re (as adjusted for share
sub-divisions,
share dividends, reorganization, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Warrant and
forwar
liabilities:
d purchase
|
||||||||||||||||
Public Warrants
|
$ | 43,125,000 | $ | — | $ | — | $ | 43,125,000 | ||||||||
Private Placement Warrants
|
— | 25,456,000 | — | 25,456,000 | ||||||||||||
FPA
|
— | — | 875,000 | 875,000 | ||||||||||||
Total warrant and
forward purchase
liabilities
|
$ | 43,125,000 | $ | 25,456,000 | $ | 875,000 | $ | 69,456,000 | ||||||||
|
|
|
|
|
|
|
|
FPA
|
Public
Warrant Liability |
Private Placement
Warrant Liability |
||||||||||
Fair value, March 2, 2021 (issuance)
|
— | $ | 57,270,000 | $ | 35,322,666 | |||||||
Loss on change in fair value (1)
|
— | 1,380,000 | 789,333 | |||||||||
|
|
|
|
|
|
|||||||
Fair value, March 31, 2021
|
$ | — | $ | 58,650,000 | $ | 36,111,999 | ||||||
Loss on change in fair value (2)
|
875,000 |
—
|
—
|
|||||||||
Transfer to level 1
|
|
|
—
|
|
|
|
(58,650,000
|
)
|
|
|
—
|
|
Transfer to level 2
|
|
|
—
|
|
|
|
—
|
|
|
|
(36,111,999
|
)
|
Fair value, June 30, 2021
|
$
|
875,000 | $ | — | $ | — | ||||||
|
|
|
|
|
|
|
(1)
|
Included in Gain on change in fair value of warrant liability on the unaudited condensed statement of operations
|
|
(2)
|
Included in Loss on change in forward purchase liability on the unaudited condensed statement of operations
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1A.
|
RISK FACTORS.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 6.
|
EXHIBITS.
|
* |
Filed herewith.
|
** |
Furnished.
|
(1) |
Previously filed as an exhibit to our Current Report on Form
8-K
filed on March 3, 2021 and incorporated by reference herein.
|
AUSTERLITZ ACQUISITION CORPORATION II
|
||||||
Date: August 16, 2021 |
/s/ David W. Ducommun
|
|||||
Name: |
David W. Ducommun
|
|||||
Title: | President | |||||
(
Principal Executive Officer
|
||||||
Date: August 16, 2021 |
/s/ Bryan Coy
|
|||||
Name: |
Bryan Coy
|
|||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer)
|
1 Year Austerlitz Acquisition C... Chart |
1 Month Austerlitz Acquisition C... Chart |
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