Item 1.
Business
Introductory Note
The following describes the business of Austerlitz Acquisition Corporation I. Except where otherwise noted, all references to “we,” “us,” “our,” “Austerlitz I,” or the “Company,” are to Austerlitz Acquisition Corporation I.
Company History and Description of Business
The Company was incorporated as a Cayman Island exempted company on December 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination” or an initial business combination). The Company’s sponsor is Austerlitz Acquisition Sponsor, LP I (the “Sponsor”).
On March 2, 2021, the Company consummated its initial public offering (the “IPO” or “Initial Public Offering”) of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares” and with respect to the warrants included in the Units sold the “Public Warrants”), including 9,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over- allotments. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $690,000,000.
Substantially concurrently with the closing of the IPO, the Company completed a private sale of an aggregate 10,533,333 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”) to the Sponsor, generating aggregate gross proceeds to the Company of $15,800,000.
Following the closing of the IPO and Private Placement on March 2, 2021, an amount of $690,000,000 ($10.00 per Unit) of the proceeds from the IPO were placed in a U.S.-based, non-interest-bearing trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account, if any, that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the IPO and the Private Placement held in the Trust Account will not be released until the earliest of (a) the completion of a Business Combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) 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 (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time the Company signs a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.
The forgoing is a summary of the Company’s history and general business purpose. For a complete discussion of the development of the Company’s business refer to the Company’s Registration Statement on Form S-1 (File No. 333-252932) filed with the SEC on February 22, 2021 (the “IPO Prospectus”), which is incorporated by reference herein. The following is a discussion of the updates to our development of business subsequent to the date of our IPO Prospectus.
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WIL Business Combination On May 10, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct and a wholly owned subsidiary of the Company (“Merger Sub”), and Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (“WIL”). The Business Combination Agreement provided for, among other things, the consummation of the following transactions (the “WIL Business Combination”): (i) the Company would transfer by way of continuation from the Cayman Islands to Bermuda and register as an exempted company limited by shares, at which time the Company would change its name to “Wynn Interactive Limited”; and (ii) Merger Sub would merge with and into WIL (the “Merger”), with WIL being the surviving company of the Merger. In connection with the signing of the Business Combination Agreement, the Company and Cannae Holdings, Inc. (“Cannae”), an affiliate of the Sponsor, entered into a Backstop Facility Agreement (the “Backstop Agreement”) whereby Cannae agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for the Company’s Class A ordinary shares in order to fund redemptions by shareholders of the Company in connection with the Pending Business Combination, in an amount of up to $690,000,000 (the “Cannae Subscription”), in consideration for a placement fee of $3,450,000 (the “Backstop Placement Fee”). The Backstop Agreement was contingent on the closing of the WIL Business Combination. In connection with the execution of the Business Combination Agreement and the Backstop Agreement, the Company amended and restated (a) that certain letter agreement (the “Sponsor Agreement”), dated March 2, 2021, between the Company and Austerlitz Capital AU, LP I (the “Sponsor”) and (b) that certain letter agreement, dated as of March 2, 2021, by and between the Company and each of the Sponsor and the directors and officers of the Company (the “Insiders”) and entered into that certain amended and restated sponsor agreement (the “Amended and Restated Sponsor Agreement”) with the Sponsor, Cannae and the Insiders. In connection with the signing of the Business Combination Agreement, the Company and Cannae entered into a mutual termination agreement to terminate that certain forward purchase agreement dated as of February 25, 2021, pursuant to which Cannae had agreed to purchase 5,000,000 Class A ordinary shares of the Company and 1,250,000 warrants. On November 11, 2021, the Company entered into a mutual termination agreement (the “Mutual Termination Agreement”) to terminate the Business Combination Agreement. In conjunction with the Mutual Termination Agreement, the Company received $5,000,000 as reimbursement for out-of-pocket expenses (the “WIL Expense Reimbursement”). As a result of the termination of the Business Combination Agreement, the Backstop Agreement and the Amended and Restated Sponsor Agreement were automatically terminated. Additional Information The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the Securities and Exchange Commission (the “SEC”). The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Our website address is www.Austerlitz2.com. We make available free of charge on or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. However, the information found on our website is not part of this or any other report. Our executive offices are located at 1701 Village Center Circle, Las Vegas, NV 89134 and our telephone number at that location is (702) 323-7330. 2
Item 1A.
Risk Factors
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
Some of the statements contained in this Annual Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:
| • | our ability to complete our initial business combination; |

| • | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |

| • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |

| • | our potential ability to obtain additional financing to complete our initial business combination; |

| • | our pool of prospective target businesses; |

| • | the ability of our officers and directors to generate a number of potential investment opportunities; |

| • | our public securities’ potential liquidity and trading; |

| • | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |

| • | the trust account not being subject to claims of third parties; |

| • | our financial performance following our IPO; or |

| • | the other risks and uncertainties discussed in “Risk Factors” in this Annual Report. |

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section below entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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RISK FACTORS An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination Our public shareholders may not be afforded an opportunity to vote on any proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. We may choose not to hold a shareholder vote before we complete an initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would not be required to seek shareholder approval to complete such a transaction. Except as required by law or stock exchange, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if a majority of our public shareholders do not approve of the business combination we complete. Shareholders’ only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem shares from us for cash. Prior to our initial business combination, investors will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our Board may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, investors only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising their redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders, members of our management team and Cannae Holdings have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial shareholders own, on an as-converted basis, 30% of our issued and outstanding Class A ordinary shares. Our initial shareholders and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including our Class B and Class C ordinary shares. If we submit our initial business combination to our public shareholders for a vote, pursuant to the terms of letter agreements entered into with us, our Sponsor, officers and directors have agreed to vote their Class B and Class C ordinary shares and any public shares purchased during or after our IPO, in favor of our initial business combination. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and each member of our management team, and Cannae Holdings to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. 4
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that investors would have to wait for liquidation in order to redeem their shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, investors in our Class A ordinary shares would not receive their pro rata portion of the trust account until we liquidate the trust account. If such investors are in need of immediate liquidity, they could attempt to sell their shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, investors in our Class A ordinary shares may suffer a material loss on their investment or lose the benefit of funds expected in connection with our redemption until we liquidate or they are able to sell their shares in the open market. The requirement that we complete an initial business combination within 24 months after the closing of our IPO may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete an initial business combination within 24 months from the closing of our IPO. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. We may not be able to complete an initial business combination within 24 months after the closing of our IPO, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our Sponsor, officers and directors have agreed that we must complete our initial business combination within 24 months from our IPO. We may not be able to find a suitable target business and complete an initial business combination within 24 months after the closing of our IPO. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of coronavirus (“COVID-19”) continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public 5
| • | restrictions on the nature of our investments; and |
| • | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
| • | registration as an investment company; |
| • | adoption of a specific form of corporate structure; and |
| • | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |

| • | may significantly dilute the equity interest of investors in our Public Shares, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares or Class C ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares or Class C ordinary shares; |
| • | may subordinate the rights of holders of our Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
| • | could cause a change in control if a substantial number of Class A ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
| • | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
| • | will not result in adjustment to the exercise price of our warrants. |
| • | solely dependent upon the performance of a single business, property or asset; or |
| • | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |

per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if such funds are held in an interest-bearing account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. These agreements are contained in letter agreements that we have entered into with each of our sponsor, directors and each member of our management team. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. Although we believe that the net proceeds from our IPO and the Private Placement will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds from our IPO and the Private Placement prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders and not previously released to us to pay our taxes on the liquidation of our trust account, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we do not complete our initial business combination, our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless. Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” In connection with the Company’s assessment of going concern considerations accordance with FASB’s Accounting Standards Update 2014-15, we have determined that if the Company is unable to complete a Business Combination by March 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern. Risks Relating to Our Securities If we have not completed an initial business combination within 24 months from the closing of our IPO, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. If we have not completed an initial business combination within 24 months from the closing of our IPO, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if such funds are held in an interest-bearing account (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of our IPO before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we complete our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the completion of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. 16
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of approximately $18,292 and to imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after the completion of our initial business combination. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until the year after our first fiscal year end in which our stock was listed on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Holders of our Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination. Prior to our initial business combination, only holders of our Class B and Class C ordinary shares, voting together as a single class, will have the right to vote on the appointment and removal of directors of directors. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares and alignment shares will have the right to vote on continuing the company in a jurisdiction outside the Cayman Islands. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination. While we have registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act at this time, such registration, or any requisite registration under state securities laws, may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. We registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act. Under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.3611 Class A ordinary shares per whole warrant (subject to adjustment). However, no such warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from state registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of the Units. In such an instance, Cannae Holdings, LLC and its transferees (which may include our directors and executive officers) would be able to sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. 17
Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash. If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in certain circumstances. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination. The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our IPO, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which our Class B and Class C ordinary shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration rights are exercisable with respect to the founder shares, alignment shares and the private placement warrants and the Class A ordinary shares issuable upon exercise of such private placement warrants. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the securities owned by our initial shareholders or their permitted transferees are registered. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the 18
chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders. We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax-transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of our IPO or (B) with respect to any other provisions relating to the rights of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not completed an initial business within 24 months from the closing of our IPO, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if have not completed an initial business combination within 24 months from the closing of our IPO, with respect to such Class A ordinary shares so redeemed. In addition, if we do not complete an initial business combination within 24 months from the closing of our IPO is not completed for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public shareholders may be forced to wait beyond 24 months from the closing of our IPO before they receive funds from our trust account. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. Our Class A ordinary shares and warrants are listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). 19
| • | a limited availability of market quotations for our securities; |
| • | reduced liquidity for our securities; |
| • | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
| • | a limited amount of news and analyst coverage; and |
| • | a decreased ability to issue additional securities or obtain additional financing in the future. |

| • | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
| • | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| • | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
| • | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
| • | our inability to pay dividends on our Class A ordinary shares; |
| • | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes; |
| • | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| • | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
| • | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |

| • | we have a Board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE; |
| • | we have a compensation committee of our Board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| • | we have a nominating and corporate governance committee of our Board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
| • | costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
| • | rules and regulations regarding currency redemption; |
| • | complex corporate withholding taxes on individuals; |
| • | laws governing the manner in which future business combinations may be effected; |
| • | exchange listing and/or delisting requirements; |
| • | tariffs and trade barriers; |
| • | regulations related to customs and import/export matters; |
| • | local or regional economic policies and market conditions; |
| • | unexpected changes in regulatory requirements; |
| • | longer payment cycles; |
| • | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
| • | currency fluctuations and exchange controls; |
| • | rates of inflation; |
| • | challenges in collecting accounts receivable; |
| • | cultural and language differences; |
| • | employment regulations; |
| • | underdeveloped or unpredictable legal or regulatory systems; |
| • | corruption; |

| • | protection of intellectual property; |
| • | social unrest, crime, strikes, riots and civil disturbances; |
| • | regime changes and political upheaval; |
| • | terrorist attacks, natural disasters and wars; |
| • | deterioration of political relations with the United States; and |
| • | government appropriation of assets. |

General Risk Factors The current conflict between Ukraine and Russia has caused unstable market and economic conditions and is expected to have additional global consequences. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a recently incorporated company incorporated under the laws of the Cayman Islands with no operating results, and we did not commence operations until obtaining funding through our IPO. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we do not complete our initial business combination, we will never generate any operating revenues. We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors. If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our Class A ordinary shares or warrants, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Because the net proceeds from our IPO were not invested and are held in a non-interest-bearing account, which of our taxable years will be considered the start-up year for purposes of the start-up exception is subject to uncertainty. If a taxable year of the company’s subsequent to our IPO is considered the start-up year for purposes of the start-up exception, the start-up exception may be unavailable to investors in this. Further, even if our IPO is considered consummated within the start-up year for purposes of the start-up exception, there cannot be any assurance that we will qualify for the start-up exception for our current or any subsequent taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a qualified electing fund (“QEF”) election, but there can be no assurance that we will timely provide such required information, in which case such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules, including the potential unavailability of the start-up exception and the making of a protective QEF election. We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to the last day of the fiscal year following the fifth anniversary of our IPO, although circumstances could cause us to lose that status earlier, including if the Market Value of our Class A ordinary shares held by non-affiliates equals or exceeds $700.0 million as of 32
Item 1B.
Unresolved Staff Comments
None.
| Item 2. | Properties |

We do not own any real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 1701 Village Center Circle, Las Vegas, NV 89134. We consider our current office space adequate for our current operations.
Item 2.
Properties
We do not own any real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 1701 Village Center Circle, Las Vegas, NV 89134. We consider our current office space adequate for our current operations.
Item 3.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity.
Item 4.
Mine Safety Disclosures
None.
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Units began trading on the NYSE under the symbol “AUS.U” on February 26, 2021. Commencing on April 19, 2021, holders of the Units could elect to separately trade our Class A ordinary shares and Warrants included in the Units. The Class A ordinary shares and Warrants that are separated, trade on the NYSE under the symbols “AUS” and “AUS WS,” respectively. Those Units not separated continue to trade on the NYSE under the symbol “ASZ.U”
Holders
At February 28, 2022, there was 1 holder of record of our Units, 1 holder of record of our Class A ordinary shares, 5 holders of record of our Class B ordinary shares, 5 holders of record of our Class C ordinary shares, 2 holders of record of our Public Warrants and 1 holder of record of our Private Placement Warrants.
Dividends
We have not paid any cash dividends on our Class A, Class B or Class C ordinary shares and currently do not expect to pay any such dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Unregistered Sales of Equity Securities
The sales of our Class B and Class C ordinary shares and Private Placement Warrants to our Sponsor as described herein and in our IPO Prospectus were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
Use of Proceeds
On March 2, 2021, we consummated our Initial Public Offering of 69,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $690,000,000. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-252932).
Of the gross proceeds received from the Initial Public Offering and the Private Placement, $690,000,000 was placed in the Trust Account.
We paid a total of $13,800,000, in underwriting discounts and commissions and $778,795 for other offering costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $24,150,000 in underwriting discounts and commissions.
There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our IPO Prospectus.
Item 6.
Reserved
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a blank check company incorporated on December 21, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate a Business Combination using cash from the proceeds of our IPO and the Private Placement, the proceeds of the sale of our shares in connection with a Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
The registration statement for our Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, we completed our IPO of 69,000,000 Units sold to the public, including the issuance of 9,000,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at the price of $10.00 per Unit, generating gross proceeds of $690,000,000. Each Unit consists of one Class A ordinary share of the Company and one-fourth of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one of our Class A ordinary shares at an exercise price of $11.50 per share, subject to adjustment. Simultaneously with the closing of our IPO, we completed the sale to the Sponsor of an aggregate of 10,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $15,800,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account.
Following our IPO, the full exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $690,000,000 was placed in the Trust Account. We incurred $38,680,632 in transaction costs, including $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fees and $730,632 of other offering costs. Offering costs of $1,623,874 were allocated to warrant liabilities and expensed as incurred.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.
See discussion under the header WIL Business Combination in Item 1 or Part I of this Annual Report for information on the Company’s terminated business combination with WIL.
The COVID-19 pandemic has caused difficult market and economic conditions globally since its outbreak in 2020 and the full impact of COVID-19 continues to evolve. The impact of the COVID-19 pandemic on our results of operations, financial position and cash flows will depend on future developments, including resurgences and variants of the virus that causes COVID-19, as well as efforts to reduce its spread, such as travel bans and other restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy continue to be impacted for an extended period, our ability to complete our initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 pandemic or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit our ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate our initial Business Combination in a timely manner.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our IPO and, after completing our IPO, identifying a target company for a Business Combination and negotiating and working to consummate the Pending Business Combination. We do not expect to generate any operating revenues until after completion of a Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective Business Combination candidates. Additionally, we recognize non-cash gains and losses with other income (expense) related to changes in recurring fair value measurement of our Warrant liabilities and the asset or liability for the Backstop Agreement at each reporting period.
35
For the year ended December 31, 2021, we had net income of $14,278,180 which consists of $1,714,600 in operating costs and $1,605,246 in transaction costs allocated to Derivative Warrant liabilities, offset by non-cash gains of $15,262,500 related to changes in the fair value of the Derivative Warrant liabilities and $2,340,526 related to other income. The other income recorded is primarily attributable to the WIL Expense Reimbursement. Other income was recorded to the extent the WIL Expense Reimbursement was not directly attributable to historical expenses of the Company. For the period from December 21, 2020 (Inception) through December 31, 2020, we had a net loss of $5,000, which consisted of $5,000 in operating costs.
Liquidity and Capital Resources As of December 31, 2021, we had cash of $3,968,177 outside of the Trust Account. As of February 28, 2022, we had cash of $1,930,657 outside of the Trust Account. We paid approximately $2,037,522 relating to accounts payable and accrued expenses subsequent to December 31, 2021. We intend to use the funds held outside the Trust Account primarily to fund working capital, identify and evaluate target businesses, perform business due diligence on prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender. We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking due diligence and negotiating a Business Combination are more than we estimate, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. For the year ended December 31, 2021, cash provided by operating activities was $2,157,674. Net income of $14,278,180 was affected by a non-cash gain of $15,262,500 related to changes in the fair value of warrants, a loss of $1,605,246 related to offering costs allocated to warrant liabilities, expenses of $27,116 related to the formation and operating expenses funded by a note payable through the Sponsor, and changes in operating assets and liabilities, which provided an aggregate of $1,509,632 of cash from operating activities. For the period from December 21, 2020 (Inception) through December 31, 2020, cash used in operating activities was $5,000. Net loss of $5,000 was affected by expenses of $5,000 related to the formation and operating expenses funded by a note payable through the Sponsor. As of December 31, 2021, we had cash of $690,000,000 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. See discussion under the header “Liquidity and Going Concern Consideration” in Note 1 to our consolidated financial statements included in Item 8 of Part II of this Annual Report for discussion of management’s consideration of the Company’s ability to continue as a going concern. Off-Balance Sheet Financing Arrangements We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021 or December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. 36
Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay Cannae a monthly fee up to $5,000 for office space and administrative support services. We began incurring these fees on February 25, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and our liquidation. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity (“ASC 480”). Critical Accounting Estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the period reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates effecting our financial statements: Warrant Liabilities and Backstop Agreement Asset The Company accounts for the Warrants and Backstop Agreement as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and Backstop Agreement and the applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and Backstop Agreement are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and Backstop Agreement are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the Backstop Agreement and as of each subsequent quarterly period end date while the Warrants and Backstop Agreement are outstanding. For issued or modified instruments such as warrants and forward purchases of equity that meet all of the criteria for equity classification, such instruments are required to be recorded as a component of additional paid- in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, such instruments are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified instruments are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company accounts for the Warrants and Backstop Agreement in accordance with ASC 815-40 under which the Warrants and Backstop Agreement do not meet the criteria for equity classification and must be recorded as assets or liabilities. The liability for the Warrants is included in Derivative warrant liabilities on the consolidated balance sheet as of December 31, 2021. The Backstop Agreement was terminated on November 11, 2021. See Note 8 to our consolidated financial statements included in Item 8 of Part II of this Annual Report for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the fair value of the Company’s liability for the Warrants and asset for the Backstop Agreement. Class A Ordinary Shares Subject to Possible Redemption We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our consolidated balance sheet. 37
Net Income (Loss) per Ordinary Share The Company has three classes of shares, one for each of its Class A, Class B, and Class C ordinary shares. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the year. We apply the two-class method in calculating earnings per share. Refer to Note 2 to our consolidated financial statements included in Item 8 of Part 1 of this Fiscal Report for further discussion of the calculation of our net income (loss) per share. Recently Issued Accounting Pronouncements Refer to Note 2 to our consolidated financial statements included in Item 8 of Part 1 of this Annual Report for discussion of management’s consideration of recently issued accounting pronouncements. 38
Item 8.
Financial Statements and Supplementary Data
Index to Financial Statements (1)
| Reports of Independent Registered Public Accounting Firm | 40 |
| Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 | 41 |
| Consolidated Statements of Operations for the year ended December 31, 2021 and for the period from December 21, 2020 (Inception) through December 31, 2020 | 42 |
| Consolidated Statements of Changes in Shareholders’ Equity for the year ended December 31, 2021 and for the period from December 21, 2020 (Inception) through December 31, 2020 | 43 |
| Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period from December 21, 2020 (Inception) Through December 31, 2020 | 44 |
| Notes to Consolidated Financial Statements | 45 |
| (1)   All supplemental schedules have been omitted since the information is either included in the financial statement or the notes thereto or they are not required or are not applicable. |

39
Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Austerlitz Acquisition Corporation I Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Austerlitz Acquisition Corporation I (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and the period from December 21, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from December 21, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Restatement of Previously Issued Financial Statement As described in Note 2 to the financial statements, the Company’s previously issued March 2, 2021 financial statement has been restated herein to correct certain misstatements. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, if the Company is unable to complete a business combination by March 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2020. New York, New York March 16, 2022 PCAOB ID Number 100 40
| As of December 31, 2021 | As of December 31, 2020 |
| ASSETS |
| Cash | $ | 3,968,177 | $ | — |
| Prepaid expenses | 379,400 | — |
| Other current assets | 15,524 | — |
| Total current assets | 4,363,101 | — |
| Deferred offering costs | — | 181,669 |
| Cash held in Trust Account | 690,000,000 | — |
| Other assets | 55,717 | — |
| Total Assets | $ | 694,418,818 | $ | 181,669 |
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT |
| Current liabilities: |
| Accounts payable | $ | 12,555 | $ | — |
| Due to related party | 27,116 | 25,000 |
| Accrued offering costs | 442,516 | 161,669 |
| Accrued expenses | 2,074,500 | — |
| Total current liabilities | 2,556,687 | 186,669 |
| Deferred underwriting fees payable | 24,150,000 | — |
| Derivative warrant liabilities | 29,172,500 | — |
| Total liabilities | $ | 55,879,187 | 186,669 |
| Commitments and Contingencies (Note 6) |
| Class A ordinary shares subject to possible redemption, 69,000,000 shares at $ 10.00 redemption value | 690,000,000 | — |
| Shareholders’ deficit |
| Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no ne issued and outstanding | — | — |
| Class A ordinary shares, $ 0.0001 par value; 800,000,000 shares authorized; no ne issued and outstanding (excluding 69,000,000 shares subject to possible redemption) | — | — |
| Class B ordinary shares, $ 0.0001 par value; 80,000,000 shares authorized; 14,785,715 and 1 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1,479 | — |
| Class C ordinary shares, $ 0.0001 par value; 80,000,000 shares authorized; 14,785,715 and - 0 - shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1,479 | — |
| Additional paid-in capital | — | — |
| Accumulated deficit | ( 51,463,327 | ) | ( 5,000 | ) |
| Total shareholders’ deficit | ( 51,460,369 | ) | ( 5,000 | ) |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 694,418,818 | $ | 181,669 |

| For The Year Ended December 31, 2021 | For The Period From December 21, 2020 (Inception) Through December 31, 2020 |
| Formation and operating costs | $ | 1,719,600 | $ | 5,000 |
| Loss from operations | ( 1,719,600 | ) | ( 5,000 | ) |
| Change in fair value of derivative warrant liabilities | 15,262,500 | — |
| Offering costs allocated to derivative warrant liabilities | ( 1,605,246 | ) | — |
| Other income | 2,340,526 | — |
| Net income (loss) | $ | 14,278,180 | $ | ( 5,000 | ) |
| Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted | 58,135,359 | — |
| Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | $ | 0.16 | $ | 0.00 |
| Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 14,785,715 | 1 |
| Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.16 | $ | ( 5,000 | ) |
| Weighted average shares outstanding of Class C ordinary shares, basic and diluted | 14,785,715 | — |
| Basic and diluted net income (loss) per share, Class C ordinary shares | $ | 0.16 | $ | 0.00 |

| Ordinary Shares |
| Class B | Class C |
| Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit |
| Balance as of December 21, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — |
| Issuance of Class B ordinary shares to Sponsor | 1 | — | — | — | — | — | — |
| Net loss | — | — | — | — | — | ( 5,000 | ) | ( 5,000 | ) |
| Balance as of December 31, 2020 | 1 | $ | — | — | $ | — | $ | — | $ | ( 5,000 | ) | $ | ( 5,000 | ) |
| Ordinary Shares |
| Class B | Class C |
| Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit |
| Balance as of January 1, 2021 | 1 | $ | — | — | $ | — | $ | — | $ | ( 5,000 | ) | $ | ( 5,000 | ) |
| Issuance of Class B and Class C ordinary shares to Sponsor | 14,785,715 | 1,479 | 14,785,715 | 1,479 | 22,042 | — | 25,000 |
| Cancellation of Class B ordinary share to Sponsor | ( 1 | ) | — | — | — | — | — | — |
| Adjustment of Class A ordinary shares to redemption value | — | — | — | — | ( 22,042 | ) | ( 65,736,507 | ) | ( 65,758,549 | ) |
| Net income | — | — | — | — | — | $ | 14,278,180 | 14,278,180 |
| Balance as of December 31, 2021 | 14,785,715 | $ | 1,479 | 14,785,715 | $ | 1,479 | $ | — | $ | ( 51,463,327 | ) | $ | ( 51,460,369 | ) |

| For The Year Ended December 31, 2021 | For The Period From December 21, 2020 (Inception) Through December 31, 2020 |
| Cash Flows from Operating Activities |
| Net income (loss) | $ | 14,278,180 | $ | ( 5,000 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
| Offering costs allocated to warrant liability | 1,605,246 | — |
| Formation and operating expenses funded by note payable through Sponsor | 27,116 | 5,000 |
| Gain on change in fair value of warrant liability | ( 15,262,500 | ) | — |
| Changes in operating assets and liabilities: |
| Prepaid expenses | ( 346,905 | ) | — |
| Other assets | ( 71,241 | ) | — |
| Accounts payable | 12,555 | — |
| Accrued expenses | 1,915,223 | — |
| Net cash provided by operating activities | 2,157,674 | — |
| Cash Flows from Investing Activities |
| Investment of cash into Trust Account | ( 690,000,000 | ) | — |
| Net cash used in investing activities | ( 690,000,000 | ) | — |
| Cash Flows from Financing Activities |
| Advances from related party | 184,277 | — |
| Repayment of promissory note - related party | ( 191,827 | ) | — |
| Proceeds from sale of Units, net of offering costs | 676,018,053 | — |
| Proceeds from sale of Private Placement Warrants | 15,800,000 | — |
| Net cash provided by financing activities | 691,810,503 | — |
| Net increase in cash | 3,968,177 | — |
| Cash - beginning of period | — | — |
| Cash - end of period | $ | 3,968,177 | $ | — |
| Supplemental disclosure of noncash investing and financing activities: |
| 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 | $ | 280,847 | $ | — |
| Deferred offering costs paid through promissory note - related party | $ | 166,827 | $ | 20,000 |
| Deferred underwriting fees payable | $ | 24,150,000 | $ | 161,669 |

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Austerlitz Acquisition Corporation I (the “Company”) was incorporated as a Cayman Islands exempted company on December 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021, related to the Company’s formation and the initial public offering and efforts to identify and complete a business combination, which is described below. The Company has selected December 31 as its fiscal year end. On March 2, 2021, the Company consummated its initial public offering (the “IPO” or “Initial Public Offering”) of 69,000,000 units (the “Units”), including 9,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units, each consisting of one Class A ordinary share (the “Public Shares”) and one-fourth of a redeemable warrant (each whole warrant a “Public Warrant”), were sold at a price of $ 10.00 per unit, generating gross proceeds to the Company of $ 690,000,000 , which is described in Note 3. Simultaneously with the closing of the IPO, the Company completed a private sale of an aggregate 10,533,333 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a purchase price of $ 1.50 per Private Placement Warrant (the “Private Placement”) to Austerlitz Acquisition Sponsor, LP I, (the “Sponsor”) generating aggregate gross proceeds to the Company of $ 15,800,000 , which is described in Note 4. Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the IPO and were primarily charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the IPO in March 2021. Offering costs of $ 1,605,246 were allocated to warrant liabilities and expensed as incurred. Following the closing of the IPO and Private Placement on March 2, 2021, an amount of $ 690,000,000 ($ 10.00 per Unit) of the net proceeds were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (“Trust Account”). Except with respect to interest earned, if any, the proceeds from the IPO and the Private Placements held in the trust account will not be released until the earliest of (a) the completion of a Business Combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) 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 (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) the redemption of all of the Public Shares (as defined in Note 4) if it is unable to complete its Business Combination within 24 months from the closing of the IPO, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s Warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity, in accordance with ASC 480. If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the 45 Company will, pursuant to its amended and restated memorandum and articles of association (“Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Alignment Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and not to convert any shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares (as defined in Note 5), Alignment Shares (as defined in Note 5) and any Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholder’s rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Alignment Shares if the Company fails to consummate a Business Combination. The Company has until 24 months from the closing of the IPO (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, if such funds are held in an interest-bearing account (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors (the “Board”), liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Alignment Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 46 WIL Business Combination On May 10, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct and a wholly owned subsidiary of the Company (“Merger Sub”), and Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (“WIL”). The Business Combination Agreement provided for, among other things, the consummation of the following transactions (the “WIL Business Combination”): (i) the Company would transfer by way of continuation from the Cayman Islands to Bermuda and register as an exempted company limited by shares, at which time the Company would change its name to “Wynn Interactive Limited”; and (ii) Merger Sub would merge with and into Wynn (the “Merger”), with WIL being the surviving company of the Merger. In connection with the signing of the Business Combination Agreement, the Company and Cannae Holdings, Inc. (“Cannae”), an affiliate of the Sponsor, entered into a Backstop Facility Agreement (the “Backstop Agreement”) whereby Cannae agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for the Company’s Class A ordinary shares in order to fund redemptions by shareholders of the Company in connection with the WIL Business Combination, in an amount of up to $ 690,000,000 (the “Cannae Subscription”), in consideration for a placement fee of $ 3,450,000 (the “Backstop Placement Fee”). The Backstop Placement Fee was expensed upon entry into the Backstop Agreement and was payable upon consummation of the WIL Business Combination. The Backstop Agreement was contingent on the closing of the WIL Business Combination. In connection with the execution of the Business Combination Agreement and the Backstop Agreement, the Company amended and restated (a) that certain letter agreement (the “Sponsor Agreement”), dated March 2, 2021, between the Company and Austerlitz Capital AU, LP I (the “Sponsor”) and (b) that certain letter agreement, dated as of March 2, 2021, by and between the Company and each of the Sponsor and the directors and officers of the Company (the “Insiders”) and entered into that certain amended and restated sponsor agreement (the “Amended and Restated Sponsor Agreement”) with the Sponsor, Cannae and the Insiders. In connection with the signing of the Business Combination Agreement, the Company and Cannae entered into a mutual termination agreement to terminate that certain forward purchase agreement dated as of February 25, 2021, pursuant to which Cannae had agreed to purchase 5,000,000 Class A ordinary shares of the Company and 1,250,000 warrants. On November 11, 2021, the Company entered into a mutual termination agreement (the “Mutual Termination Agreement”) to terminate the Business Combination Agreement. In conjunction with the Mutual Termination Agreement, the Company received $5,000,000 as reimbursement for out-of-pocket expenses. As a result of the termination of the Business Combination Agreement, the Backstop Agreement and the Amended and Restated Sponsor Agreement were automatically terminated. The Backstop Placement Fee was reversed as a result of the termination. Liquidity and Going Concern Consideration As of December 31, 2021 and December 31, 2020, the Company had $ 3,968,177 and $ 0 in cash, respectively, and a working capital of $ 1,806,414 and a working capital deficit of $( 186,669 ), respectively. The Company’s liquidity needs through December 31, 2021 and December 31, 2020, were satisfied through a contribution of $ 25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder and Alignment Shares, loans from the Sponsor, the termination fee received pursuant to the Mutual Termination Agreement and the proceeds from the consummation of the IPO and Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 5). As of December 31, 2021, there were no amounts outstanding under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 2, 2023 to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete the Business Combination prior to the liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 2, 2023. 47
| Gross proceeds from sale of Class A ordinary shares | $ | 690,000,000 |
| Less: Allocation to public warrants | ( 28,635,000 | ) |
| Less: Issuance costs attributable to Class A ordinary shares | ( 37,123,549 | ) |
| Adjustment of Class A ordinary shares to redemption value | 65,758,549 |
| Class A ordinary shares subject to possible redemption | $ | 690,000,000 |
| • | 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 Year Ended December 31, 2021 |
| Redeemable Class A Ordinary Shares |
| Net earnings allocable to Redeemable Class A Ordinary Shares | $ | 9,464,115 |
| Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary shares | 58,135,359 |
| Basic and diluted net earnings per share, Redeemable Class A ordinary shares | $ | 0.16 |
| Non-Redeemable Class B and Class C Ordinary Shares |
| Net earnings allocable to non-redeemable Class B Ordinary Shares | $ | 2,407,033 |
| Basic and diluted weighted average shares outstanding, Non-Redeemable Class B ordinary shares | 14,785,715 |
| Basic and diluted weighted average shares outstanding, Non-Redeemable Class B | $ | 0.16 |
| Non-Redeemable Class C Ordinary Shares |
| Net earnings allocable to non-redeemable Class C Ordinary Shares | $ | 2,407,033 |
| Basic and diluted weighted average shares outstanding, Non-Redeemable Class C ordinary shares | 14,785,715 |
| Basic and diluted weighted average shares outstanding, Non-Redeemable Class C | $ | 0.16 |
| March 2, 2021 |
| As reported | Adjustment | Restated |
| Warrant liability | $ | — | $ | 47,489,666 | $ | 47,489,666 |
| Total liabilities | 24,610,482 | 47,493,991 | 72,104,473 |
| Class A ordinary shares subject to possible redemption (temporary equity) | 662,133,680 | 27,866,320 | 690,000,000 |
| Shareholders’ Equity: |
| Class A ordinary shares | 279 | ( 279 | ) | — |
| Additional paid-in capital | 5,007,452 | ( 5,007,452 | ) | — |
| Accumulated deficit | ( 10,679 | ) | ( 70,352,581 | ) | ( 70,363,260 | ) |
| Total Shareholders’ Equity | $ | 5,000,009 | $ | ( 75,360,312 | ) | $ | ( 70,360,303 | ) |

NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Alignment Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares and Alignment Shares) are entitled to registration rights pursuant to a registration rights agreement (the “Registration Rights Agreement”) requiring the Company to register such securities for resale (in the case of the Founder Shares and Alignment Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 24,150,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Backstop Agreement In connection with the signing of the Business Combination Agreement, the Company and Cannae entered into the Backstop Agreement whereby Cannae has agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for Class A ordinary shares of the Company in order to fund redemptions by shareholders of the Company in connection with the Pending Business Combination, in an amount of up to $ 690,000,000 , in consideration for a placement fee of $ 3,450,000 . On November 11, 2021, the Backstop Agreement was terminated. See Note 1 for further discussion. NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share. The Company’s Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board is able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. As of December 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 800,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and December 31, 2020, there were no Class A ordinary shares issued and outstanding, excluding 69,000,000 Class A ordinary shares subject to possible redemption and classified in temporary equity at December 31, 2021. Class B Ordinary Shares The Company is authorized to issue 80,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of December 31, 2021 and December 31, 2020, there were 14,785,715 and 1 Class B ordinary shares issued and outstanding, respectively. The Class B ordinary shares will automatically convert into Class A ordinary shares on the business day following the completion of a Business Combination, on a one-for-one basis , subject to adjustment. 54 Class C Ordinary Shares The Company is authorized to issue 80,000,000 Class C ordinary shares with a par value of $ 0.0001 per share. Holders of the Class C ordinary shares are entitled to one vote for each share. As of December 31, 2021 and December 31, 2020, there were 14,785,715 and no Class C ordinary shares issued and outstanding, respectively. The Class C ordinary shares will automatically convert into Class A ordinary shares at the earlier of (i) a time after the completion of a Business Combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a 30 -trading day period equals or exceeds $ 15.25 if occurring before the third anniversary of a Business Combination, $ 23.00 if occurring before the sixth anniversary of a Business Combination or $ 35.00 if occurring before the ninth anniversary of a Business Combination, and (ii) subsequent to the completion of a Business Combination, the date on which the Company completes a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case, on a one-for-one basis , subject to adjustment. The Class C ordinary shares will be returned to the Company for cancellation in the event that they have not converted into Class A ordinary shares nine years after a Business Combination. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the Company’s initial Business Combination, except if such is the result of the conversion of the Company’s Class B ordinary shares or Class C ordinary shares, the ratio at which the Class B ordinary shares and Class C ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares and Class C ordinary shares, as applicable in each case, agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares and Class C ordinary shares will equal, in the aggregate, on an as-converted basis, 15 % and 15 %, respectively, of the sum of (i) the total number of the Company’s issued and outstanding ordinary shares upon completion of the IPO, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding (1) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares or Class C ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares or Class C ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will Class B ordinary shares or Class C ordinary shares convert into Class A ordinary shares at a rate of less than one to one. NOTE 8. WARRANTS As of December 31, 2021 and December 31, 2020, there were 17,250,000 and no Public Warrants outstanding, respectively. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of a Business Combination, provided that an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units, no cash will be paid in lieu of fractional warrants and only whole warrants will trade. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the 55
| • | 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 | $ | 18,112,500 | $ | — | $ | — | $ | 18,112,500 |
| Private Placement Warrants | — | 11,060,000 | — | 11,060,000 |
| Total liabilities | $ | 18,112,500 | $ | 11,060,000 | $ | — | $ | 29,172,500 |
| Public Warrant Liability | Private Placement Warrant Liability | Total |
| Fair value, March 2, 2021 | $ | ( 28,635,000 | ) | $ | ( 18,854,666 | ) | $ | ( 47,489,666 | ) |
| Change in fair value | ( 517,500 | ) | ( 105,333 | ) | ( 622,833 | ) |
| Transfer to level 1 | 29,152,500 | — | 29,152,500 |
| Transfer to level 2 | 18,959,999 | 18,959,999 |
| Fair value, December 31, 2021 | $ | — | $ | — | $ | — |

| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments as described in the Explanatory Note in our Quarterly Report Form 10-Q/A filed on January 10, 2022 and in the footnotes to the financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on May 17, 2021. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Management’s Report on Internal Controls Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
Other than the material weakness identified and further described below, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We have identified a material weakness in our internal control over financial reporting. The material weakness was due to management’s review of the accounting treatment for the financial instruments issued in the initial public offering and sold in the concurrent private placement. Management’s review was insufficient to identify a classification error that led to our restatement of our financial statements, as described in Note 2 to our Quarterly Report Form 10-Q/A filed on January 10, 2022. Management has made changes in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including enhanced communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these changes will ultimately have the intended effects. As of the date of this Annual Report, this has not been remediated.
Item 9B.
Other Information
None.
Item 10.
Directors, Executive Officers and Corporate Governance
Our directors and executive officers are as follows:
| Name | Age | Position |
| William P. Foley, II | 77 | Founder |
| Hugh R. Harris | 70 | Director |
| Mark D. Linehan | 59 | Director |
| Erika Meinhardt | 63 | Director |
| Dexter Fowler | 35 | Director |
| Richard N. Massey | 66 | Chief Executive Officer and Director |
| David W. Ducommun | 45 | President |
| Bryan D. Coy | 52 | Chief Financial Officer |
| Ryan R. Caswell | 39 | Senior Vice President of Corporate Finance |
| Michael L. Gravelle | 60 | General Counsel and Corporate Secretary |

William P. Foley, II is a founder of the Company and served as a director from January 2021 through April 2021. In addition, he has served as the Chairman of Cannae Holdings since July 2017. Mr. Foley is a founder of Fidelity National Financial, Inc. (“FNF”), and has served as the Chairman of the board of directors of FNF since 1984. Mr. Foley serves as a Senior Managing Director of Trasimene Capital. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley also served as the Chairman of Foley Trasimene I from May 2020 through June 2021, and he was previously Executive Chairman of Foley Trasimene I from March 2020 until May 2020. Mr. Foley also served as the Chairman of Foley Trasimene II from July 2020 through March 2021 and has served as a Director of Austerlitz II from December 2020 to April 2021. Mr. Foley also served as the Chairman of Paysafe Limited from March 2021 to March 2022, and serves as Chairman of Alight, Inc. since July 2021. Mr. Foley also serves as Chairman Emeritus of Black Knight since June 2021, and served as the Executive Chairman of Black Knight from January 2014 to December 2019, and as the co-Executive Chairman of FGL Holdings from April 2016 to June 2020. Mr. Foley also previously served as a director of Ceridian from September 2013 to August 2019. Mr. Foley also serves as the Chairman of Dun & Bradstreet, which is a Cannae Holdings portfolio company. Mr. Foley also serves as the Chairman, Chief Executive Officer and President of Foley Family Wines Holdings, Inc., a private holding company for numerous vineyards and wineries, and the Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. Within the past five- years, Mr. Foley served as the Vice Chairman of FIS and as the Chairman of Remy. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley’s qualifications to serve on our Board include more than 30 years as a director and executive officer of FNF, his long and deep knowledge of our business and industry, his strategic vision, his experience as a Board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining stockholder value and successfully negotiating and implementing mergers and acquisitions. Mr. Foley provides high-value added services to our Board and has sufficient time to focus on the company.
Hugh R. Harris has served as a member of our board of directors since February 2021. Mr. Harris has served as a director of Cannae Holdings since November 2017. Mr. Harris is retired, and formerly served as President, Chief Executive Officer and a director of LPS from October 2011 until January 2014, when it was acquired by FNF. Prior to joining LPS, Mr. Harris had been retired since July 2007. Before his retirement, Mr. Harris served as President of the Financial Services Technology division at FNF from April 2003 until July 2007. Prior to joining FNF, Mr. Harris served in various roles with HomeSide Lending Inc. from 1983 until 2001, including President and Chief Operating Officer and later as Chief Executive Officer. Mr. Harris also serves as a member of the board of directors of Austerlitz II since February 2021.
Mark D. Linehan has served as a member of our board of directors since February 2021. In addition, he has served as a member of the board of directors of Foley Trasimene II from August 2020 to March 2021, as a director of Trebia from June 2020 to January 2022, as a director of Cannae Holdings since September 2019 and as a director of Hudson Pacific Properties (“Hudson Pacific”) since 2010. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company (“Wynmark”), a private real estate investment and development company, since he founded the company in 1993. Prior to founding Wynmark, he served as a Senior Vice President with Trammell Crow Company (“Trammell”) in Los Angeles, California. Prior to working for Trammell, Mr. Linehan worked for Kenneth Leventhal & Co., a Los Angeles-based public accounting firm specializing in the real estate industry which is now part of Ernst & Young LLP. Mr. Linehan previously served on the board of directors of Condor Hospitality from March 2016 to December 2017. In addition, Mr. Linehan serves as a Director of Direct Relief. Mr. Linehan has a Bachelor of Arts degree in Business Economics from UCSB and is a Certified Public Accountant. Mr. Linehan also serves as a member of the board of directors of Austerlitz II since February 2021.
Erika Meinhardt has served as a member of our board of directors since February 2021. Ms. Meinhardt has served as a member of the board of directors of Foley Trasimene II from August 2020 to March 2021. In addition, she has served as a director of Cannae Holdings since July 2018. Since January 2018, Ms. Meinhardt has served as Executive Vice President of FNF. She previously served as President of National Agency Operations for FNF’s Fidelity National Title Group from February 2005 until January 2018. Prior to assuming that role, she served as Division Manager and National Agency Operations Manager for FNF from 2001 to 2005. Ms. Meinhardt also serves as a member of the board of directors of Austerlitz II since February 2021.
Dexter Fowler joined the board of directors of Austerlitz Acquisition Corporation I in April 2021. Mr. Fowler is an American professional baseball outfielder for the Los Angeles Angels. Currently Mr. Fowler is in his 14th Major League Baseball (MLB) season and first with the Angels. Most recently, Mr. Fowler played for the St Louis Cardinals and has played for the Chicago Cubs and Houston Astros. Mr. Fowler began his MLB career when he was drafted by the Colorado Rockies in 2004. Mr. Fowler also represented the United States in the 2008 Summer Olympics, as a member of the United States national baseball team.
60
Richard N. Massey has served as Chief Executive Officer of the Company since January 2021 and has served as a member of our Board since February 2021. In addition, he serves as a Senior Managing Director of Trasimene Capital and as Chief Executive Officer and Director of Cannae Holdings. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey also served as Chief Executive Officer of Foley Trasimene I from March 2020 through June 2021, as a director of Foley Trasimene I from May 2020 through June 2021 and as Chief Executive Officer of Austerlitz II since January 2021. Mr. Massey also served as Chief Executive Officer of Foley Trasimene II from July 2020 until March 2021 and as a director of Foley Trasimene I from July 2020 until March 2021. Mr. Massey also serves as a director of Alight, Inc. since July 2021. Mr. Massey has served on Cannae Holdings’ board of directors since June 2018 and Dun & Bradstreet’s board of directors since February 2019, and previously served on Black Knight’s board of directors from December 2014 until July 2020. In addition, Mr. Massey served as a director of FNF from February 2006 to January 2021. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also previously served as a director of FGL Holdings. Mr. Massey is also a director of the Oxford American Literary Project and the Chairman of the board of directors of the Arkansas Razorback Foundation. Mr. Massey formerly served as a director of FIS and Chairman of Bear State Financial, Inc. We are a blank check company whose business purpose is to effect a business combination, and we will have no operations for Mr. Massey to oversee until we complete our initial business combination. David W. Ducommun has served as President of the Company since January 2021. In addition, he served as an Executive Vice President of Corporate Finance of Foley Trasimene I from August 2020 through June 2021 and previously as a Senior Vice President of Corporate Finance from March 2020 through August 2020. Mr. Ducommun has also served as President of Austerlitz I since January 2021 and previously as an Executive Vice President of Corporate Finance of Foley Trasimene II from August 2020 through March 2021 and as a Senior Vice President of Corporate Finance from July 2020 through August 2020. Mr. Ducommun has served as a Managing Director of Trasimene Capital since November 2019. Mr. Ducommun has also served as President of Cannae Holdings since January 2021, as an Executive Vice President of Corporate Finance since August 2020 and as a Senior Vice President of Corporate Finance since November 2017. Mr. Ducommun has over 10 years of experience in the financial industry. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017. Bryan D. Coy has served as Chief Financial Officer of the Company since January 2021. In addition, he has served as Chief Financial Officer of Austerlitz II since January 2021, Chief Financial Officer of Foley Trasimene I from July 2020 through June 2021, as Chief Financial Officer of Foley Trasimene II from July 2020 through March 2021 and as Chief Financial Officer of Cannae Holdings since July 2020. He also serves as Managing Director of Trasimene Capital. He served as Chief Financial Officer of Black Knight Sports & Entertainment, LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team, from October 2017 to April 2021. He served as Chief Financial Officer of Foley Family Wines from 2017 until 2019. Prior to that, Mr. Coy served as Chief Accounting Officer of Interblock Gaming, an international supplier of electronic gaming tables, from September 2015 to October 2017. He served as Chief Financial Officer—Americas and Global Chief Accounting Officer of Aruze Gaming America from July 2010 through September 2015. Ryan R. Caswell has served as Senior Vice President of Corporate Finance of the Company since January 2021 and has served as Senior Vice President of Corporate Finance of Austerlitz II since January 2021. Mr. Caswell is also a Managing Director of Trasimene Capital. Previously Mr. Caswell was a Managing Director in the Financial Institutions Group at BofA Securities where he executed advisory and capital raising transactions from 2008 to August 2020. Before BofA Securities, Mr. Caswell was an investment banker at Bear Stearns. Mr. Caswell has over 15 years of relevant investment and corporate finance experience across a wide variety of industries and transaction types. Michael L. Gravelle has served as General Counsel and Corporate Secretary of the Company since January 2021. In addition, he has served as General Counsel and Corporate Secretary of Austerlitz II since January 2021, as General Counsel and Corporate Secretary of Foley Trasimene I from March 2020 to June 2021 and as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has also served as General Counsel and Corporate Secretary of Foley Trasimene II from July 2020 to March 2021. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018. 61
Number and Terms of Office of Officers and Directors Our Board is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting of shareholders) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until the year after our first fiscal year end in which our stock was listed on the NYSE. The term of office of the first class of directors, consisting of Hugh R. Harris, will expire at our first annual general meeting of shareholders. The term of office of the second class of directors, consisting of Mark D. Linehan and Erika Meinhardt, will expire at our second annual general meeting of the shareholders. The term of office of the third class of directors, consisting of William P. Foley, II and Richard N. Massey, will expire at our third annual general meeting of shareholders. We may not hold an annual general meeting of shareholders until after we complete our initial business combination. Prior to the completion of an initial business combination, any vacancy on the Board may be filled by a nominee chosen by holders of a majority of our founder shares and alignment shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares and alignment shares may remove a member of the Board for any reason. Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of one or more chairman of the Board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the Board. Family Relationships There are no family relationships among any of our executive officers or directors. Director Independence NYSE listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that each of Hugh R. Harris, Mark D. Linehan and Erika Meinhardt are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 62
| • | appointing, compensating and overseeing our independent registered public accounting firm; |
| • | reviewing and approving the annual audit plan for the Company; |
| • | overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; |
| • | discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; |
| • | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
| • | appointing or replacing the independent registered public accounting firm; |
| • | establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law; |
| • | monitoring our environmental sustainability and governance practices; |
| • | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
| • | discussing earnings press releases and financial information provided to analysts and rating agencies; |
| • | discussing with management our policies and practices with respect to risk assessment and risk management; |
| • | reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President; and |
| • | producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. |

The principal functions of the compensation committee include:
| • | reviewing and approving corporate goals and objectives relevant to our President’s compensation, evaluating our President’s performance in light of those goals and objectives, and setting our President’s compensation level based on this evaluation; |
| • | setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the Company’s common stock under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors; |
| • | making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval; |
| • | approving any employment or severance agreements with our Section 16 Officers; |
| • | granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers; |
| • | approving the compensation of our directors; and |
| • | producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations. |
| • | identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election; |
| • | reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence; |
| • | developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually; |
| • | making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees |
| • | overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee; |
| • | considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices; |
| • | considering director nominees recommended by stockholders; and |
| • | reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations. |

| • | should possess personal qualities and characteristics, accomplishments and reputation in the business community; |
| • | should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business; |
| • | should have the ability and willingness to commit adequate time to the board of directors and committee matters; |
| • | should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters; |
| • | should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and |
| • | should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation. |
| • | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| • | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| • | directors should not improperly fetter the exercise of future discretion; |
| • | duty to exercise powers fairly as between different sections of shareholders; |
| • | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
| • | duty to exercise independent judgment. |

Item 11.
Executive Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on the NYSE through the earlier of completion of our initial business combination or our liquidation, we have reimbursed, and will continue to reimburse, Cannae Holdings for office space and administrative support services provided to us in the amount of $5,000 per month. In addition, our sponsors, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsors, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsors, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
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Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We have no compensation plans under which equity securities are authorized for issuance.
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 15, 2022, by:
| • | each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares, on an as-converted basis; |

| • | each of our officers and directors; and |

| • | all of our officers and directors as a group. |

The following table is based on 98,571,430 Class A ordinary shares outstanding at March 15, 2022, of which 69,000,000 were Class A ordinary shares, 14,785,715 were Class B ordinary shares and 14,785,715 were Class C ordinary shares. Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all shares of ordinary shares beneficially owned by them.
| Name and Address of Beneficial Owner (1) | Number of SharesBeneficially Owned | Percentage ofOutstanding Ordinary Shares |
| Austerlitz Acquisition Sponsor, LP II (2)(3) | 29,371,430 | 29.9 | % |
| William P. Foley, II (2)(3) | 29,371,430 | 29.9 | % |
| Dexter Fowler (4) | 50,000 | * |
| Hugh R. Harris (4) | 50,000 | * |
| Mark D. Linehan (4) | 50,000 | * |
| Erika Meinhardt (4) | 50,000 | * |
| Richard N. Massey | — | — |
| David W. Ducommun | — | — |
| Bryan D. Coy | 900 | * |
| Ryan R. Caswell | — | — |
| Michael L. Gravelle | 25,000 | * |
| All officers and directors as a group (9 individuals) | 225,900 | * |

| * | Less than one percent |

| (1) | Unless otherwise noted, the business address of each of our shareholders is 1701 Village Center Circle, Las Vegas, NV, 89134. |

| (2) | Interests shown consist of 14,785,715 Class B ordinary shares, and 14,785,715 Class C ordinary shares. Such shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities” in the IPO Prospectus. |

| (3) | The securities are held directly by Austerlitz Acquisition Sponsor LP, I (the “Austerlitz Sponsor I”) and indirectly by (i) Trasimene Capital AU, LP I, the sole general partner of the Austerlitz Sponsor (the “Austerlitz GP I”), (ii) Trasimene Capital AU, Corp. I, the sole general partner of Austerlitz GP I (“Trasimene AU Corp. I”), and (iii) William P. Foley, II, the sole shareholder of Trasimene AU Corp. I. As a result, Austerlitz Sponsor I, the Austerlitz GP I, Trasimene AU Corp. I and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Austerlitz Sponsor I. Each of the Austerlitz GP, Trasimene AU Corp. and Mr. Foley disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. |

| (4) | Interests shown consist of 25,000 Class B ordinary shares and 25,000 Class C ordinary shares. Such shares will convert into Class A ordinary shares on a one-for-one basis, as described in the section entitled “Description of Securities” in the IPO Prospectus. |

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Item 13.
Certain Relationships and Related Transactions
Founder and Alignment Shares
On January 4, 2021, the sponsor paid an aggregate of $25,000, or approximately $0.001 per share, to cover certain of our expenses in consideration of 12,321,429 Class B ordinary shares (the “Founder Shares”) and 12,321,429 Class C ordinary shares (the “Alignment Shares”). The number of Founder Shares and Alignment Shares issued was determined based on the expectation that such Founder Shares and Alignment Shares would represent 15% and 15%, respectively, of the outstanding shares upon completion of this offering. On February 25, 2021, the Sponsor received a share dividend of 2,464,286 Founder Shares and 2,464,286 Alignment Shares, resulting in our initial shareholders holding an aggregate of 14,785,715 founder shares and 14,785,715 alignment shares. In February 2021, our sponsor transferred 25,000 founder shares and 25,000 alignment shares to each of our independent directors at their original per share purchase price.
Our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their (1) Founder Shares until (a) one year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (2) Alignment Shares and any Class A ordinary shares issued upon conversion thereof until the earlier of: (A) their conversion into Class A ordinary shares; and (B) subsequent to our initial business combination, the date on which we complete a merger, share exchange, reorganization or other similar transaction that results in both a change in control and all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except in each case, with respect to permitted transferees as described herein under “Principal Shareholders— Transfers of Founder Shares, Alignment Shares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares and alignment shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of our initial business combination, the converted Class A ordinary shares will be released from the lock-up.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder or Alignment until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of Class A ordinary shares for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, Cannae purchased an aggregate of 10,533,333 private placement warrants (the “Private Placement Warrants”) for a purchase price of $1.50 per whole warrant or $15,800,000. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Registration Rights
Pursuant to a registration rights agreement entered into on March 2, 2021, the holders of our Class B and C ordinary shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholders rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
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Item 14.
Principal Accounting Fees and Services
Fees for professional services provided by our independent registered public accounting firm for the year ended December 31, 2021 include:
| For the year ended December 31, 2021 |
| Audit Fees (1) | $ | 140,595 |
| All Other Fees (2) | 38,110 |
| Total Fees | $ | 178,705 |

| (1) | Audit Fees consist of fees billed for professional services rendered for the audit of our Initial Public Offering, audit of our year-end financial statements and quarterly review services. |

| (2) | All Other Fees consist of fees billed for professional services rendered for our registration statement on Form S-4 in conjunction with our terminated business combination with WIL. |

Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by WithumSmith+Brown, PC, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
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Item 15.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements. Reference is made to the Index to the Consolidated Financial Statements of Austerlitz Acquisition Corporation I included in Item 8 of Part II above.
(a) (2) All other schedules are omitted because they are not applicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.
(a) (3) The following exhibits are incorporated by reference or are set forth on pages to this Form 10-K:
| No. | Description of Exhibit |
| 3.1 | Amended and Restated Memorandum and Articles of Association (1) |
| 4.1 | Warrant Agreement, dated March 2, 2021, between the Company and Continental Stock Transfer & Trust Company (1) |
| 4.2 | Description of securities |
| 10.1 | Investment Management Trust Agreement, dated March 2, 2021, between the Company and Continental Stock Transfer & Trust Company. (1) |
| 10.2 | Registration Rights Agreement, dated March 2, 2021, among the Company, the Sponsors, Cannae Holdings and certain other security holders named therein. (1) |
| 10.3 | Private Placement Warrants Purchase Agreement, dated February 25, 2021, between the Company and Cannae Holdings. (1) |
| 10.4 | Administrative Services Agreement, dated March 2, 2021, between the Company and Cannae Holdings (1) |
| 10.5 | Form of Letter Agreement, dated March 2, 2021, between the Company and each of its officers and directors. (1) |
| 10.6 | Letter Agreement, dated March 2, 2021, between the Company and the Sponsor. (1) |
| 10.7 | Form of Indemnity Agreement, dated March 2, 2021, between the Company and each of its officers and directors (1) |
| 10.8 | Promissory Note, dated January 4, 2021, issued to the Sponsor and Trasimene Capital Management, LLC. (2) |
| 10.9 | Securities Subscription Agreement, dated January 4, 2021, between the Registrant and the Sponsor. (2) |
| 10.10 | Form of Forward Purchase Agreement between the Registrant and Cannae Holdings, Inc. (2) |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | Inline XBRL Instance Document (3) |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |

| * | Filed herewith |

| ** | Furnished herewith |

| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on March 3, 2021 and incorporated by reference herein. |

| (2) | Previously filed as an exhibit to our IPO Prospectus and incorporated by reference herein. |

| (3) | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |

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| Item 16. | Form 10-K Summary |

| Austerlitz Acquisition Corporation I |
| By: | /s/ David W. Ducommun |
| David W. Ducommun |
| President (Principal Executive Officer) |
| Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. |
| Signature | Title | Date |
| /s/ David W. Ducommun | President | March 16, 2022 |
| David W. Ducommun | (Principal Executive Officer) |
| /s/ Bryan D. Coy | Chief Financial Officer | March 16, 2022 |
| Bryan D. Coy | (Principal Financial and Accounting Officer) |
| /s/ Dexter Fowler | Director | March 16, 2022 |
| Dexter Fowler |
| /s/ Hugh R. Harris | Director | March 16, 2022 |
| Hugh R. Harris |
| /s/ Mark D. Linehan | Director | March 16, 2022 |
| Mark D. Linehan |
| /s/ Richard N. Massey | Director | March 16, 2022 |
| Richard N. Massey |
| /s/ Erika Meinhardt | Director | March 16, 2022 |
| Erika Meinhardt |


Question: What is the percentage of the gross proceeds from the Initial Public Offering that was allocated as underwriting discounts and commissions?

Python solution:
def solution():
     #Define variables name and value
    gross_proceeds_IPO = 690000000
    underwriting_commission = 13800000 

    #Do math calculation to get the answer
    percentage_allocated_to_underwriting_commission = (underwriting_commission / gross_proceeds_IPO) * 100   
    return percentage_allocated_to_underwriting_commission


Answer: 2