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): April 22, 2021
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) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
1701 Village Center Circle Las Vegas, NV |
89134 | |||
(Address of principal executive offices) | (Zip Code) |
(702) 323-7330
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communication 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-commencements 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 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 | The New York Stock Exchange | ||
Class A Ordinary Shares, par value $0.0001 per share | ASZ | The 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 | The 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). |
☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On April 22, 2021, William P. Foley II resigned as a member of the board of directors (the Board) of Austerlitz Acquisition Corporation II (the Company). Mr. Foley resigned to reduce the overall number of public company boards on which he serves. Mr. Foleys resignation was not due to any disagreement with the Company or any matter relating to the Companys operations, policies or practices. Following his resignation, Mr. Foley will continue to be engaged with the Company in a consulting capacity pursuant to which he will, among other things, continue to advise on the Companys strategic initiatives, including with respect to prospective acquisition targets.
(b) On April 22, 2021, the Board elected Frank P. Willey as a member of the Board to fill the vacancy created by Mr. Foleys departure. In connection with his appointment, Mr. Willey will enter into an indemnity agreement on substantially the same terms as the form thereof previously entered into by and between the Company and each of its other directors in connection with the Companys initial public offering. In addition, Mr. Willey will receive 25,000 shares of the Companys Class B ordinary shares and 25,000 shares of the Companys Class C ordinary shares from the Companys sponsor, Austerlitz Acquisition Sponsor, LP II (Sponsor). Mr. Willey has agreed to become a party to that certain letter agreement, dated March 2, 2021, by and between the Company and Sponsor (the Letter Agreement) and will enter into a joinder to the Letter Agreement. The director indemnification agreement and the Letter Agreement were each described in, and the forms of which were filed as exhibits to, the Companys registration statement relating to the Companys initial public offering (File No. 333-252933). There are no arrangements or understandings between Mr. Willey and any other persons pursuant to which he was selected as a director. There are no transactions involving Mr. Willey requiring disclosure under Item 404(a) of Regulation S-K.
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 hereunto duly authorized.
Austerlitz Acquisition Corporation II | ||||
Date: April 22, 2021 | By: | /s/ Michael L. Gravelle | ||
Name: | Michael L. Gravelle | |||
Title: | General Counsel and Corporate Secretary |