AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
The Company’s unaudited condensed statement of operations includes
a presentation of net loss per share for ordinary shares subject to
redemption in a manner similar to the two-class method of income per share.
Net income per ordinary share, basic and diluted, for the
Class A redeemable ordinary shares is calculated by dividing
interest income earned on the Trust Account of $0 for the quarter
ended March 31, 2021, by the weighted average number of
Class A redeemable ordinary shares of 138,000,000 shares
outstanding for the period. Net loss per ordinary share, basic and
diluted, for Class B and Class C non-redeemable ordinary shares for the
quarter ended March 31, 2021 is calculated by dividing the net
loss of $11,147,221, less income attributable to the Class A
redeemable ordinary shares of $0, by the weighted average number of
Class B and Class C non-redeemable ordinary shares and
outstanding for the period. Non-redeemable ordinary shares include
the Class B Founder Shares and the Class C Alignment
Shares, as these shares do not have any redemption features and do
not participate in the income earned on the investments held in the
Trust Account.
Income Taxes
The Company complies with the accounting and reporting requirements
of ASC Topic 740, Income Taxes, which prescribes a
recognition threshold and a measurement attribute for the financial
statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be
recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company is
considered an exempted Cayman Islands Company and is presently not
subject to income taxes or income tax filing requirements in the
Cayman Islands or the United States. As such, the Company’s tax
provision was zero for the periods presented.
ASC Topic 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company is
considered an exempted Cayman Islands Company and is presently not
subject to income taxes or income tax filing requirements in the
Cayman Islands or the United States. As such, the Company’s tax
provision was zero for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a
material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the IPO, the Company sold 138,000,000 Units at a
purchase price of $10.00 per Unit, including 18,000,000 Units sold
pursuant to the full exercise of the underwriters’ option to
purchase additional Units to cover over-allotments. Each Unit
consists of one Class A ordinary share and one-fourth of one
redeemable warrant (“Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one Class A ordinary share at
an exercise price of $11.50 per share, subject to adjustment (see
Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the Company completed
the Private Placement of an aggregate 19,733,333 warrants Private
Placement Warrants to Cannae Holdings, LLC generating aggregate
gross proceeds to the Company of $29,600,000. Each Private
Placement Warrant is exercisable for one Class A ordinary
share at a price of $11.50 per share, subject to adjustment (see
Note 7). The proceeds from the sale of the Private Placement
Warrants were added to the net proceeds from the IPO held in the
Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the
sale of the Private Placement Warrants held in the Trust Account
will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law) and the Private Placement
Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares and Alignment Shares
On January 4, 2021 the Sponsor paid an aggregate of $25,000 in
exchange for the issuance of 19,714,286 shares of Class B
ordinary shares (the “Founder Shares”) and 19,714,286 shares of
Class C ordinary shares (the “Alignment Shares”). On
February 25, 2021, the Sponsor received a share dividend of
9,857,142 Founder Shares and 9,857,142 Alignment Shares, resulting
in there being an aggregate of 29,571,428 Founder Shares and
29,571,428 Alignment Shares outstanding. As a result of the
underwriters’ election to fully exercise their over-allotment
option, 3,857,143 founder shares and 3,857,153 Alignment Shares are
no longer subject to forfeiture.
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