We could not find any results for:
Make sure your spelling is correct or try broadening your search.
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 |
(I.R.S. Employer | |
incorporation or organization) |
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 | ☒ |
Page |
||||||
1 |
||||||
Item 1. |
1 |
|||||
1 |
||||||
2 |
||||||
3 |
||||||
4 |
||||||
5 |
||||||
Item 2. |
16 |
|||||
Item 3. |
19 |
|||||
Item 4. |
19 |
|||||
21 |
||||||
Item 1A. |
21 |
|||||
Item 6. |
22 |
|||||
23 |
Item 1. |
Financial Statements |
For The Three Months Ended March 31, 2022 |
For The Period From January 5, 2021 (Inception) Through March 31, 2021 |
|||||||
Formation costs |
$ | — | $ | 5,000 | ||||
General and administrative expenses |
263,546 | 68,850 | ||||||
|
|
|
|
|||||
Loss from operations |
(263,546 | ) | (73,850 | ) | ||||
Change in fair value of derivative warrant and forward purchase liabilities |
23,028,000 | (7,891,999 | ) | |||||
Transaction costs allocation to derivative warrant liabilities |
— | (3,181,372 | ) | |||||
|
|
|
|
|||||
Net income (loss) |
$ | 22,764,454 | $ | (11,147,221 | ) | |||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted |
138,000,000 | 48,705,882 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A subject to possible redemption |
$ |
0.12 |
$ |
(0.10 |
) | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
29,571,428 | 29,571,428 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B ordinary shares |
$ |
0.12 |
$ |
(0.10 |
) | |||
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class C ordinary shares, basic and diluted |
29,571,428 | 29,571,428 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class C ordinary shares |
$ |
0.12 |
$ |
(0.10 |
) | |||
|
|
|
|
|
|
|
|
|
Ordinary Shares |
||||||||||||||||||||||||||||
Class B |
Class C |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||
Balance as of January 1, 2022 |
29,571,428 | $ | 2,957 | 29,571,428 | $ | 2,957 | $ | — | $ | (101,847,202 | ) | $ | (101,841,288 | ) | ||||||||||||||
Net income |
— | — | — | — | — | 22,764,454 | 22,764,454 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2022 |
29,571,428 |
$ |
2,957 |
29,571,428 |
$ |
2,957 |
$ |
— |
$ |
(79,082,748 |
) | $ |
(79,076,834 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
||||||||||||||||||||||||||||
Class B |
Class C |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||
Balance as of January 5, 2021 (Inception) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of ordinary shares to Sponsor |
29,571,428 | 2,957 | 29,571,428 | 2,957 | 19,086 | — | 25,000 | |||||||||||||||||||||
Adjustment of Class A ordinary shares to redemption value |
— | — | — | — | (19,086 | ) | (130,788,684 | ) | (130,807,770 | ) | ||||||||||||||||||
Net loss |
— | — | — | — | — | (11,147,221 | ) | (11,147,221 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2021 |
29,571,428 |
$ |
2,957 |
29,571,428 |
$ |
2,957 |
$ |
— |
$ |
(141,935,905 |
) |
$ |
(141,929,991 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Three Months Ended March 31, 2022 |
For The Period From January 5, 2021 (Inception) Through March 31, 2021 |
|||||||
Cash Flows from Operating Activities |
||||||||
Net income (loss) |
$ | 22,764,454 | $ | (11,147,221 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Transaction costs allocated to derivative warrant liabilities |
— | 3,181,372 | ||||||
Payment of formation costs through issuance of Class B and C ordinary shares |
— | 5,000 | ||||||
Change in fair value of derivative warrant and forward purchase liabilities |
(23,028,000 | ) | 7,891,999 | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other assets |
133,698 | (1,006,565 | ) | |||||
Accounts payable |
(136,511 | ) | — | |||||
Accrued expenses |
(52,035 | ) | 12,500 | |||||
Due to related party |
|
|
60,613 |
|
|
|
— |
|
|
|
|
|
|||||
Net cash used in operating activities |
(257,781 | ) | (1,062,915 | ) | ||||
|
|
|
|
|||||
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 |
||||||||
Repayment of note payable and advances from related party |
— | (388,152 | ) | |||||
Proceeds from sale of Class A shares, net |
— | 1,352,272,010 | ||||||
Proceeds from sale of Private Placement Warrants |
— | 29,600,000 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | 1,381,483,858 | ||||||
|
|
|
|
|||||
Net (decrease) increase in cash |
(257,781 | ) | 420,943 | |||||
Cash—beginning of period |
259,366 | — | ||||||
|
|
|
|
|||||
Cash—end of period |
$ | 1,585 | $ | 420,943 | ||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||
Deferred underwriting fees payable |
$ |
— | $ |
48,300,000 | ||||
Issuance of Class B and Class C ordinary shares to Sponsor as settlement of due to related party |
— | 25,000 | ||||||
Deferred offering costs included in accrued expenses |
— | 283,000 | ||||||
Deferred offering costs paid through promissory note – related party |
— | 373,152 |
Gross proceeds from sale of Class A ordinary shares |
$ | 1,380,000,000 | ||
Less: |
(57,270,000 | ) | ||
Less: |
(73,537,770 | ) | ||
Adjustment of Class A ordinary shares to redemption value |
130,807,770 | |||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
1,380,000,000 |
• | 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 The Three Months Ended March 31, 2022 |
For The Period From January 5, 2021 (Inception) Through March 31, 2021 |
|||||||
Class A Ordinary Shares Subject to Possible Redemption |
||||||||
Net earnings (loss) allocable to Class A ordinary shares subject to possible redemption |
$ | 15,935,118 | $ | (5,034,229 | ) | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
138,000,000 | 48,705,882 | ||||||
|
|
|
|
|||||
Basic and diluted net earnings (loss) per share, Class A ordinary shares subject to possible redemption |
$ | 0.12 | $ | (0.10 | ) | |||
|
|
|
|
|||||
Class B Ordinary Shares |
||||||||
Net earnings (loss) allocable to Class B ordinary shares |
$ | 3,414,668 | $ | (3,056,496 | ) | |||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
29,571,428 | 29,571,428 | ||||||
|
|
|
|
|||||
Basic and diluted net earnings (loss) per share, Class B ordinary shares |
$ | 0.12 | $ | (0.10 | ) | |||
|
|
|
|
|||||
Class C Ordinary Shares |
||||||||
Net earnings (loss) allocable to Class C Ordinary Shares |
$ | 3,414,668 | $ | (3,056,496 | ) | |||
Basic and diluted weighted average shares outstanding, Class C ordinary shares |
29,571,428 | 29,571,428 | ||||||
|
|
|
|
|||||
Basic and diluted net earnings (loss) per share, Class C ordinary shares |
$ | 0.12 | $ | (0.10 | ) | |||
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before sending the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). |
• | 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 share (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 |
|||||||||||||
Liabilities: |
||||||||||||||||
Public Warrants |
$ | 19,320,000 | $ | — | $ | — | $ | 19,320,000 | ||||||||
Private Placement Warrants |
— | 11,050,666 | — | 11,050,666 | ||||||||||||
Forward Purchase Liability |
— |
— |
250,000 | 250,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | 19,320,000 | $ | 11,050,666 | $ | 250,000 | $ | 30,620,666 | ||||||||
|
|
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Public Warrants |
$ | 33,810,000 | $ | — | $ | — | $ | 33,810,000 | ||||||||
Private Placement Warrants |
— | 19,338,666 | — | 19,338,666 | ||||||||||||
Forward Purchase Liability |
— | — | 500,000 | 500,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | 33,810,000 | $ | 19,338,666 | $ | 500,000 | $ | 53,648,666 | ||||||||
|
|
|
|
|
|
|
|
FPA |
||||
Fair value, January 1, 2022 |
$ | (500,000 | ) | |
Gain on change in fair value |
250,000 | |||
|
|
|||
Fair value, March 31, 2022 |
$ | (250,000 | ) | |
|
|
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 6. |
EXHIBITS. |
* | Filed herewith. |
** | Furnished. |
AUSTERLITZ ACQUISITION CORPORATION II | ||||||
Date: May 6, 2022 | /s/ David W. Ducommun | |||||
Name: | David W. Ducommun | |||||
Title: | President | |||||
( Principal Executive Officer | ||||||
Date: May 6, 2022 | /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 |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions