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)

(702) 323-7330

(Registrant’s 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:

Securities registered pursuant to Section 12(b) of the Act:

On February 25, 2021, the Registration Statement on Form S-1 (File No. 333-252933) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Austerlitz Acquisition Corporation II (the “Company”) was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed on February 26, 2021, a registration statement on Form S-1 (File No. 333-253557) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On March 2, 2021, the Company consummated the IPO of 138,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-fourth of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $1,380,000,000.

On February 25, 2021, the Company effected a share dividend with respect to the Company’s Class B ordinary shares, par value $0.0001 per share, and Class C ordinary shares, par value $0.0001 per share, of 9,857,142 aggregate shares thereof, resulting in the Company’s initial shareholders holding an aggregate of 29,571,428 Class B ordinary shares and 29,571,428 Class C ordinary shares.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 19,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to Cannae Holdings, LLC (“Cannae Holdings”), generating gross proceeds to the Company of approximately $29,600,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that, so long as they are held by Cannae Holdings or its permitted transferees: (i) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Class A Ordinary Share equals or exceeds $10.00 (as adjusted)), (ii) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by Cannae Holdings until 30 days after the completion of the Company’s initial business combination, (iii) they may be exercised by the holders on a cashless basis, and (iv) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

A total of $1,380,000,000, comprised of the proceeds from the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

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On February 25, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association and, on the dates referred to below, entered into the following agreements previously filed as exhibits to the Company’s Registration Statement:

On February 25, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On March 2, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

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(d) Exhibits. The following exhibits are filed with this Form 8-K:

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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.

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