ASZ.U / Austerlitz Acquisition Corporation II Units, each consisting of one Class A ordinary share and one-f - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ASZ / Austerlitz Acquisition Corporation II / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Austerlitz Acquisition Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0633U101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40112 AUSTERLITZ ACQUISITION CORPORATION II (Exact name of registrant as

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 13, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED 22 NOVEMBER 2022 AND EFFECTIVE ON 22 NOVEMBER 2022) 2128-000001/72543797v2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AME

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 Austerlitz Acqu

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 Austerlitz Acquisition Corporation II (Exact name of Registrant as Specified in its Charter) Cayman Islands 001-40112 98-1583275 (State or other jurisdiction of inco

Amendment to the Trust Agreement

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 22, 2022, is made by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the parti

U NITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURS

Table of Contents U NITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Other Events

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): October 28, 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 incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 4, 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 incorp

Financial Statements and Exhibits, Other Events

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): October 3, 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 incorp

Sponsors Seek Early Liquidation of Austerlitz Acquisition Corporation II

EXHIBIT 99.1 Sponsors Seek Early Liquidation of Austerlitz Acquisition Corporation II Las Vegas, October 3, 2022 ? Cannae Holdings, Inc. (NYSE: CNNE) and Trasimene Capital Management, sponsors (the ?Sponsors?) of Austerlitz Acquisition Corporation II (NYSE: ASZ, or the ?Company?), a special purpose acquisition company (?SPAC?), are seeking approval of the Company?s shareholders to redeem its outst

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 d315481dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40112 AUSTERLITZ ACQUISITION CORPORATION II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40112 AUSTERLITZ ACQUISITION CORPORATION II

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 8, 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 incorpor

Description of securities

EXHIBIT 4.2 DESCRIPTION OF SECURITIES Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (?we,? ?us,? ?our? ?Austerlitz I,? or ?our company?), is a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (2020 Revision) of the Cayman Islands (the ?Companies Act?) and the common law of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40112 AUSTERLITZ ACQUISITION CORPORATION

ASZ.U / Austerlitz Acquisition Corporation II Units, each consisting of one Class A ordinary share and one-f / Austerlitz Acquisition Sponsor, LP II - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Austerlitz Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) G0633U101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap

ASZ.U / Austerlitz Acquisition Corporation II Units, each consisting of one Class A ordinary share and one-f / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Austerlitz Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G0633U101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

ASZ.U / Austerlitz Acquisition Corporation II Units, each consisting of one Class A ordinary share and one-f / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Austerlitz Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0633U101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 11 of February, 2022, by and among Austerlitz Acquisition Sponsor, LP II, Trasimene Capital AU, LP II, Trasimene Capital AU Corp.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 10, 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 incor

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 3

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40112 AUSTERLITZ ACQU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40112 AUSTERLITZ ACQUISITION CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40112 AUSTERLITZ ACQUISITION CORPORATION II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40112 AUSTERLITZ ACQUISITION CORPORATION II

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 incorpo

Austerlitz Acquisition Corporation II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing April 19, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Austerlitz Acquisition Corporation II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing April 19, 2021 LAS VEGAS, NV, April 19, 2021 ? Austerlitz Acquisition Corporation II (the ?Company?) announced that, commencing April 19, 2021, holders of the units sold in the Company?s initial public offering of 138,000,000 units completed

Financial Statements and Exhibits, Other Events

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 19, 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 incorpo

INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Austerlitz Acquisition Corporation II Opinion on the Financial Statement We have audited the accompanying ba

Financial Statements and Exhibits, Other Events

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): March 2, 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 incorpor

Registration Rights Agreement, dated March 2, 2021, among the Company, the Sponsor, Cannae Holdings and certain other security holders named therein.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of March 2, 2021, by Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), Cannae Holdings, Inc., a Delaware limited liability company (?Cannae Holdings?) and Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the

Administrative Services Agreement, dated March 2, 2021, between the Company and Cannae Holdings (1)

Exhibit 10.4 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 March 2, 2021 Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (th

Form of Indemnity Agreement, March 2, 2021, between the Company and each of its officers and directors.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 2, 2021, by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), and the undersigned (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capaciti

Investment Management Trust Agreement, dated March 2, 2021, between the Company and Continental Stock Transfer & Trust Company.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 2, 2021 by and between Austerlitz Acquisition Corporation II (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Nos. 333-252933 and 333-253557 (t

Austerlitz Acquisition Corporation II Announces Pricing of Upsized $1.2 Billion Initial Public Offering

Exhibit 99.1 Austerlitz Acquisition Corporation II Announces Pricing of Upsized $1.2 Billion Initial Public Offering Las Vegas, February 25, 2021 ? Austerlitz Acquisition Corporation II (the ?Company?) today announced the pricing of its initial public offering of 120,000,000 units at a price of $10.00 per unit. The Company has granted the underwriters of the offering a 45-day option to purchase up

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED 25 FEBRUARY 2021 AND EFFECTIVE ON 25 FEBRUARY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOC

Form of Letter Agreement, dated March 2, 2021, between the Company and each of its officers and directors.

Exhibit 10.5 March 2, 2021 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company

Warrant Agreement, dated March 2, 2021, between the Company and Continental Stock Transfer & Trust Company.

Exhibit 4.1 WARRANT AGREEMENT between AUSTERLITZ ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 2, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 2, 2021, is by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warr

Form of Indemnity Agreement, dated March 2, 2021, between the Company and each of its officers and directors (1)

Exhibit 10.7 March 2, 2021 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company

Private Placement Warrants Purchase Agreement, dated February 25, 2021, between the Company and Cannae Holdings.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?) and Cannae Holdings, LLC, a Delawa

Austerlitz Acquisition Corporation II Announces Closing of Initial Public Offering and Exercise of Underwriters’ Over-Allotment Option

Exhibit 99.2 Austerlitz Acquisition Corporation II Announces Closing of Initial Public Offering and Exercise of Underwriters? Over-Allotment Option Las Vegas, March 2, 2021 - Austerlitz Acquisition Corporation II (the ?Company?) today announced the closing of its initial public offering of 138,000,000 units, which includes 18,000,000 units issued upon the exercise of the underwriters? over-allotme

Financial Statements and Exhibits, Other Events

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): February 25, 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 inco

Letter Agreement, dated March 2, 2021, between the Company and the Sponsor.

Exhibit 10.6 March 2, 2021 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company

- S-1MEF

As filed with the Securities and Exchange Commission on March 1, 2021. Registration No. 333-253557 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Austerlitz Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583275 (State

Austerlitz Acquisition Corporation II 120,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252933 PROSPECTUS Austerlitz Acquisition Corporation II $1,200,000,000 120,000,000 Units Austerlitz Acquisition Corporation II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or

- S-1MEF

As filed with the Securities and Exchange Commission on February 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Austerlitz Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583275 (State or other jurisdiction of incorporat

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AUSTERLITZ ACQUISITION CORPORATION II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1583475 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Ident

- S-1/A

As filed with the U.S. Securities and Exchange Commission on February 23, 2021. Registration No. 333-252933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTERLITZ ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 (State or Other Jurisdi

-

CORRESP 1 filename1.htm February 23, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Knapp and Shannon Menjivar Re: Austerlitz Acquisition Corporation II Registration Statement on Form S-1 Filed February 10, 2021 as amended File No. 333-252933 Dear Mr. Knapp and Ms. Menjivar: Pursuant to Rule

-

Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 February 23, 2021 VIA EDGAR Jonathan Burr Special Counsel Office of Real Estate & Construction Division of Corporation Finance U.

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AUSTERLITZ

Form of Forward Purchase Agreement between the Registrant and Cannae Holdings, Inc.**

Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of [?], 2021, by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted limited company (the ?Company?) and Cannae Holdings, Inc., a Delaware corporation (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, a

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 19, 2021. Registration No. 333-252933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTERLITZ ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 (Stat

Form of Underwriting Agreement.**

Exhibit 1.1 $1,000,000,000 100,000,000 Units Austerlitz Acquisition Corporation II UNDERWRITING AGREEMENT [?], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen:

Form of Registration Rights Agreement among the Registrant, Cannae Holdings, LLC, the Sponsor and the Holders signatory thereto.**

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), Cannae Holdings, Inc., a Delaware limited liability company (?Cannae Holdings?) and Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the ?Sp

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT between AUSTERLITZ ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

Form of Private Placement Warrants Purchase Agreement between the Registrant and Cannae Holdings, LLC.**

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?) and Cannae Holdings, LLC, a Delaware limit

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Austerlitz Acquisition Corporation II (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252933 (the ?Registration Sta

Form of Corporate Governance and Nominating Committee Charter.*

Exhibit 99.3 [Austerlitz Acquisition Corp. II Image] Corporate Governance and Nominating Committee Charter I. Committee Membership The Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Austerlitz Acquisition Corp. II (the ?Company?) shall consist of two or more members of the Board, each of whom the Board has determined has no material relat

Form of Underwriting Agreement.*

Exhibit 1.1 $1,000,000,000 100,000,000 Units Austerlitz Acquisition Corporation II UNDERWRITING AGREEMENT [?], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen:

Specimen Warrant Certificate.*

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AUSTERLITZ ACQUISITION CORPORATION II A Cayman Islands Exempted Company CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder

Consent of Richard N. Massey.*

Exhibit 99.4 CONSENT OF RICHARD N. MASSEY TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Austerlitz Acquisition Corporation II of its Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering, the undersigned hereby consents, pursuant to Rule 438 under

Consent of Erika Meinhardt.*

Exhibit 99.7 CONSENT OF ERIKA MEINHARDT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Austerlitz Acquisition Corporation II of its Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering, the undersigned hereby consents, pursuant to Rule 438 under t

Form of Forward Purchase Agreement between the Registrant and Cannae Holdings, Inc.*

Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of [?], 2021, by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted limited company (the ?Company?) and Cannae Holdings, Inc., a Delaware corporation (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, a

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Austerlitz Acquisition Corporation II CUSIP [?] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary S

Form of Registration Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), and Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the ?Sponsor?, together with any person or entity who hereafter becomes a party to this

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between AUSTERLITZ ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

Form of Administrative Services Agreement between the Registrant and Cannae Holdings.*

Exhibit 10.5 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 , 2021 Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?

Specimen Class A Ordinary Share Certificate.*

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES AUSTERLITZ ACQUISITION CORPORATION II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF AUSTERLITZ ACQUISITION CORPORATION II (THE ?CO

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?) and Austerlitz Acquisition Sponsor, LP II,

Consent of Hugh R. Harris.*

Exhibit 99.5 CONSENT OF HUGH R. HARRIS TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Austerlitz Acquisition Corporation II of its Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering, the undersigned hereby consents, pursuant to Rule 438 under th

Form of Indemnity Agreement.*

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the ?Company?), and the undersigned (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

Form of Compensation Committee Charter.*

Exhibit 99.2 [Austerlitz Acquisition Corp. II Image] Compensation Committee Charter I. Committee Membership The Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Austerlitz Acquisition Corp. II (the ?Company?) shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with the Company and each of whom is o

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Austerlitz Acquisition Corporation II (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252933 (the ?Registration Sta

Consent of Mark D. Linehan.*

Exhibit 99.6 CONSENT OF MARK D. LINEHAN TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Austerlitz Acquisition Corporation II of its Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering, the undersigned hereby consents, pursuant to Rule 438 under t

Form of Letter Agreement between the Registrant and the Sponsor.*

Exhibit 10.8 [?], 2021 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (th

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AUSTERLITZ

Form of Audit Committee Charter.*

Exhibit 99.1 [Austerlitz Acquisition Corp. II Image] Audit Committee Charter I. Committee Purpose and Responsibilities The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Austerlitz Acquisition Corp. II (the ?Company?) is primarily established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial state

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*

Exhibit 10.9 [?], 2021 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (th

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 16, 2021. Registration No. 333-252933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTERLITZ ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 (Stat

Promissory Note, dated January 5, 2021, issued to the Sponsor and Trasimene Capital Management, LLC.*

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Securities Subscription Agreement, dated January 5, 2021, between the Registrant and the Sponsor.*

EX-10.7 Exhibit 10.7 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 January 5, 2021 Austerlitz Acquisition Sponsor, LP II 1701 Village Center Circle Las Vegas, NV 89134 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on January 5, 2021 by and between Austerlitz Acquisition Sponsor, LP II, a Cayman Is

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax February 10, 2021 VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

Memorandum and Articles of Association.*

EX-3.1 Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II 1 The name of the Company is Austerlitz Acquisition Corporation II 2 T

Registration Statement - S-1

S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTERLITZ ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 (State or Other Jurisdicti

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DRS Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on January 11, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTERLITZ ACQUISITION CORPORATION II (Exac

THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION AUSTERLITZ ACQUISITION CORPORATION II

EX-3.1 Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF AUSTERLITZ ACQUISITION CORPORATION II 1 The name of the Company is Austerlitz Acquisition Corporation II 2 T

Promissory Note, dated January 5, 2021, issued to the Sponsor and Trasimene Capital Management, LLC.*

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Securities Subscription Agreement, dated January 5, 2021, between the Registrant and the Sponsor.*

EX-10.7 Exhibit 10.7 Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134 January 5, 2021 Austerlitz Acquisition Sponsor, LP II 1701 Village Center Circle Las Vegas, NV 89134 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on January 5, 2021 by and between Austerlitz Acquisition Sponsor, LP II, a Cayman Is