10-Q

Large Accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

001-40110

AUSTERLITZ ACQUISITION CORPORATION I

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1583472
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

1701 Village Center Circle,
Las Vegas, Nevada		89134
(Address of principal executive offices)		(Zip Code)

(702)

323-7330

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section

12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one Class A Ordinary Share and one-fourth of one Warrant	AUS.U	New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	AUS	New York Stock Exchange
Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	AUS WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). YES ☒ NO ☐

As of November 12, 2021 there

were 69,000,000 shares of Class A ordinary shares, 14,785,715 shares of Class B ordinary shares and 14,785,715 shares of Class C ordinary shares of the Registrant issued and outstanding.

Table of Contents

AUSTERLITZ ACQUISITION CORPORATION I

FORM

10-Q

FOR THE QUARTER ENDED

SEPTEMBER 30, 2021

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020		3

	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021		4

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2021		5

	Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021		6

	Notes to Unaudited Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		27

Item 4.	Control and Procedures		27

PART II – OTHER INFORMATION			28

Item 1A.	Risk Factors		28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28

Item 6.	Exhibits		29

SIGNATURES			30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

AUSTERLITZ ACQUISITION CORPORATION I

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2021 (Unaudited)			December 31, 2020 (Audited)
ASSETS
Cash	$	176,462		$	—
Prepaid expenses		363,153			—
Other current assets		15,524			—

Total current assets		555,139			—
Deferred offering costs associated with proposed public offering		—			181,669
Investments held in trust account		690,000,000			—
Backstop asset		2,212,251
Other assets		147,251			—

Total assets	$	692,914,641		$	181,669

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	19,243		$	—
Accrued offering costs		442,516			161,669
Accrued expenses		2,061,048			—
Backstop placement fee payable to related party		3,450,000			—
Due to related party		17,450			25,000

Total current liabilities		5,990,257			186,669
Deferred underwriting fees payable		24,150,000			—
Derivative warrant liabilities		48,112,499			—

Total liabilities		78,252,756			186,669

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, 69,000,000 and -0- shares as of September 30, 2021 and December 31, 2020, respectively, at $10.00 redemption value		690,000,000			—
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 800,000,000 shares authorized; none 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 one shares issued and outstanding as of September 30, 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 as of September 30, 2021 and December 31, 2020 respectively		1,479			—
Additional paid-in capital		—			—
Accumulated deficit		(75,341,073	)		(5,000	)

Total shareholders’ deficit		(75,338,115	)		(5,000	)

Total Liabilities and Shareholders’ Deficit	$	692,914,641		$	181,669

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

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”). See further discussion below of the Company’s Pending Business Combination (as defined below). Unless explicitly stated, this report does not assume the completion of the Pending Business Combination.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 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, 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 4.

Simultaneously with the closing of the IPO, the Company completed a private sale of an aggregate 10,533,333 warrants (the “Private Placement 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 5.

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 to shareholders’ equity 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 Accounting Standards Codification (“ASC”) 480

Distinguishing Liabilities from Equity

(“ASC 480”).

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

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 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 6), Alignment Shares (as defined in Note 6) 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 6), Alignment Shares (as defined in Note 6) and Public Shares (as defined in Note 4) 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 7) 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).

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

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

Pending 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 (“Wynn”).

The Business Combination Agreement provided for, among other things, the consummation of the following transactions (the “Pending 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 Wynn 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 Placement Fee was expensed upon entry into the Backstop Agreement and is payable upon consummation of the Pending Business Combination. The Backstop Placement fee is included in backstop fee payable to related party on our condensed consolidated balance sheet as of September 30, 2021 and backstop placement fee expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2021. The Backstop Agreement was contingent on the closing of the Pending Business Combination.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

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 will receive $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.

Liquidity and Going Concern Consideration

As of September 30, 2021, the Company had $176,462 in cash and a working capital deficit of $5,435,118.

The Company’s liquidity needs through September 30, 2021, were satisfied through a contribution of $25,000 from

the

Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, loans from the Sponsor, and the proceeds from the consummation of the 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 6). As of September 30, 2021, there were no amounts outstanding under the Working Capital Loans.

Management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial wherewithal to fund the Company, that are sufficient to fund its working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance of the financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination).

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and the closing of the Pending Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Table of Contents

AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of and for the period ended September 30, 2021, management determined it should revise its previously reported financial statements. The Company previously valued its Class A ordinary shares subject to possible redemption by adjusting the balance presented in temporary equity such that the Company’s total equity was not less than $5,000,001 in order to satisfy certain requirements of its Amended and Restated Memorandum and Articles of Association (“Article”). Upon further review of the Articles and listing requirements of the New York Stock Exchange, management determined that, as of any given balance sheet date, the number of Class A ordinary shares which can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control is not impacted by the requirement of the Articles to maintain $5,000,001 of net tangible assets. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management made a reclassification adjustment between temporary and permanent equity as of September 30, 2021. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and Class A ordinary

shares. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation.

In connection with th

change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) to our Class A, B and C ordinary shares based on each classes’ relative number of shares outstanding compared to the Company’s total shares outstanding. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets or operating results.

The impact of the revision on the Company’s financial statements is reflected in the following tables:


	March 2, 2021
	As reported			Adjustment			Adjusted

Total liabilities	$	72,100,148		$	4,325		$	72,104,473
Class A ordinary shares subject to possible redemption (temporary equity)		614,644,014			75,355,986			690,000,000
Shareholders’ Equity (Deficit):
Class A ordinary shares		800			(800	)		—
Additional paid-in capital		9,666,842			(9,666,842	)		—
Accumulated deficit		(4,670,591	)		(65,692,669	)		(70,363,260	)

Total Shareholders’ Equity (Deficit)	$	5,000,009		$	(75,360,311	)	$	(70,360,302	)


	March 31, 2021
	As reported			Adjustment			Adjusted
Class A ordinary shares subject to possible redemption (temporary equity)		613,509,327			76,490,673			690,000,000
Shareholders’ Equity (Deficit):
Class A ordinary shares		765			(765	)		—
Additional paid-in capital		10,753,401			(10,753,401	)		—
Accumulated deficit		(5,757,119	)		(65,736,507	)		(71,493,626	)

Total Shareholders’ Equity (Deficit)		5,000,005			(76,490,673	)		(71,490,668	)

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS


	For the three months ended March 31, 2021
	As reported			Adjustment			Adjusted
Statement of Operations
Net loss	$	(5,752,119	)	$	—		$	(5,752,119	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		69,000,000			(46,000,000	)		23,000,000

Basic and diluted net loss per ordinary share, Class A	$	—		$	(0.11	)	$	(0.11	)

Weighted average shares outstanding of Class B and Class C ordinary shares, basic and diluted		29,571,430			29,571,430			—

Basic and diluted net loss per Class B and Class C ordinary share	$	(0.19	)	$	0.19		$	—

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		—			14,785,715			14,785,715

Basic and diluted net loss per Class B ordinary share	$	—		$	(0.11	)	$	(0.11	)

Weighted average shares outstanding of Class C ordinary shares, basic and diluted		—			14,785,715			14,785,715

Basic and diluted net loss per Class C ordinary share	$	—		$	(0.11	)	$	(0.11	)


	June 30, 2021
	As reported			Adjustment			Adjusted

Class A ordinary shares subject to possible redemption (temporary equity)	$	605,626,210		$	84,373,790		$	690,000,000
Shareholders’ Equity (Deficit):
Class A ordinary shares		844			(844	)		—
Additional paid-in capital		18,636,440			(18,636,440	)		—
Accumulated deficit		(13,640,235	)		(65,736,506	)		(79,376,741	)

Total Shareholders’ Equity (Deficit)	$	5,000,007		$	(84,373,790	)	$	(79,373,783	)


	For the three months ended June 30, 2021									For the six months ended June 30, 2021
	As reported			Adjustment			Adjusted			As reported			Adjustment			Adjusted
Statement of Operations
Net loss	$	(7,883,116	)	$	—		$	(7,883,116	)	$	(13,635,235	)	$	—		$	(13,635,235	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		69,000,000			—			69,000,000			69,000,000			(22,872,928	)		46,127,072

Basic and diluted net loss per ordinary share, Class A	$	—		$	(0.08	)	$	(0.08	)	$	—		$	(0.18	)	$	(0.18	)

Weighted average shares outstanding of Class B and Class C ordinary shares, basic and diluted		29,571,430			(29,571,430	)		—			29,571,430			(29,571,430	)		—

Basic and diluted net loss per Class B and Class C ordinary share	$	(0.27	)	$	0.27		$	—		$	(0.46	)	$	0.46			—

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		—			14,785,715			14,785,715			—			14,785,715			14,785,715

Basic and diluted net loss per Class B ordinary share	$	—		$	(0.08	)	$	(0.08	)	$	—		$	(0.22	)	$	(0.22	)

Weighted average shares outstanding of Class C ordinary shares, basic and diluted		—			14,785,715			14,785,715			—			14,785,715			14,785,715

Basic and diluted net loss per Class C ordinary share	$	—		$	(0.08	)	$	(0.08	)	$	—		$	(0.22	)	$	(0.22	)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on February 25, 2021 and the audited balance sheet dated March 2, 2021 included in a current report on Form 8-K filed with the SEC on March 8, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Two of the more significant accounting estimates included in these financial statements are the determination of the fair value of the warrant and backstop liabilities. Such estimates may be subject to change as more current information becomes available; and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of

September 30, 2021 or December 31, 2020.

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NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Offering costs

Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed unaudited statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to shareholders’ deficit upon the completion of the Initial Public Offering.

Warrant Liabilities and Backstop Agreement Asset

Derivatives and Hedging

(“ASC 815”). The assessment considers whether the Warrants and Backstop Agreement are freestanding financial instruments pursuant to ASC 480, or 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 common 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 unaudited condensed 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 Warrant liabilities and Backstop Agreement asset are included in Warrant liability and Backstop asset, respectively, on the condensed consolidated balance sheet as of September 30, 2021. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the fair value of the Company’s liabilities for the Warrants and asset for the Backstop Agreement.

Cash Held in Trust Account

As of September 30, 2021, the assets held in the Trust Account were held in cash.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its 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 and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, as of September 30, 2021, 69,000,000 shares of Class A ordinary shares subject to possible redemption are presented at the current redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

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NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table:


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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account at a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

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.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31, 2020, the carrying values of cash, accrued expenses, deferred offering costs and due to related party approximate their fair values due to the short-term nature of the instruments. See Note 10 for further discussion of the fair value of the warrant liabilities and backstop asset.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per 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 or loss by the weighted average number of ordinary shares outstanding for the period. Net income (loss) is allocated to the Company’s Class A, B and C ordinary shares based on the relative shares outstanding for each class of shares compared to the Company’s total shares outstanding. The Company has not considered the effect of the warrants sold in the IPO or the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti- dilutive.

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NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

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. The Class C ordinary shares will automatically convert into Class A ordinary shares at the earlier of (i) the Company meeting certain share price performance thresholds following the completion of the Company’s Business Combination, and (ii) subsequent to the completion of a Business Combination, the date on which the Company complete a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of the Company’s 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 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 the 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.

The Company’s basic and diluted earnings (loss) per share are calculated as follows:


	For the three months ended September 30, 2021		For the nine months ended September 30, 2021
	(Unaudited)		(Unaudited)

Redeemable Class A Ordinary Shares

Net earnings (loss) allocable to redeemable Class A ordinary shares	$	2,824,969	$	(6,196,084	)
Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		69,000,000		53,835,165

Basic and diluted net earnings (loss) per share, redeemable Class A ordinary shares	$	0.04	$	(0.12	)

Non-Redeemable Class B and Class C Ordinary Shares
Net earnings (loss) allocable to non-redeemable Class B ordinary shares	$	605,350	$	(1,701,741	)
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		14,785,715		14,785,715

Basic and diluted net earnings (loss) per share, non-redeemable Class B ordinary shares	$	0.04	$	(0.12	)

Net earnings (loss) allocable to non-redeemable Class C ordinary share s	$	605,350	$	(1,701,741	)
Basic and diluted weighted average shares outstanding, non-redeemable Class C ordinary share s		14,785,715		14,785,715
Basic and diluted net earnings (loss) per share, n on- r edeemable Class C	$	0.04	$	(0.12	)

Income Taxes

The Company complies with the accounting and reporting requirements of ASC 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.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt - Debt with Conversion and Other Options

, which among other things adds certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity, which is expected to result in more freestanding instruments and embedded features to qualify for equity accounting treatment. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 69,000,000 Units at a purchase price of $10.00 per Unit, including 9,000,000 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 (the “Public Shares”) and

one-quarter

of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole 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 9).

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company completed the Private Placement to th

Sponsor generating aggregate gross proceeds to the Company of $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 (see Note 9). 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 6. 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 12,321,429 shares of Class B ordinary shares (the “Founder Shares”) and 12,321,429 shares of Class C ordinary shares (the “Alignment Shares”). On February 25, 2021, the Sponsor received a share dividend of 2,464,286 Founder Shares and 2,464,286 Alignment Shares, resulting in there being an aggregate of 14,785,715 Founder Shares and 14,785,715 Alignment Shares outstanding.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its (1) Founder Shares 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 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 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 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 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 in control and all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Promissory Note – Related Parties

On January 5, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $800,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) September 30, 2021 and (ii) the completion of the IPO. The outstanding balance under the Promissory Note of $191,827 was repaid upon consummation of the IPO.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into up to an additional 1,000,000 warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on February 25, 2021, the Company has agreed to pay an affiliate of its Sponsor a total of

$5,000 per month for office space, utilities, secretarial and administrative support services. For the three and nine-months ended September 30, 2021, the Company incurred and accrued $15,000 and $35,000, respectively, of administrative services under this arrangement.

Upon completion of a Business Combination or the Company’s liquidation, the Company will no longer be obligated to pay these monthly fees. As of September 30, 2021, $35,000 of administrative support services fees were unpaid and included in accrued expenses on the balance sheet.

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 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

, in consideration for a placement fee of $

3,450,000

. On November 11, 2021, the Backstop Agreement was terminated. See Note 11 for further discussion.

Due to related party

An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and

non-interest

bearing. During the three and nine months ended September 30, 2021, the related party paid $3,150 and $17,450, respectively, of operating costs on behalf of the Company, respectively. As of September 30, 2021, the amount due to the related party was $17,450.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7. 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 11 for further discussion.

NOTE 8. 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

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

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 September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

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AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2021 and December 31, 2020, there were no Class A ordinary shares issued and outstanding, excluding 69,000,000 ordinary shares subject to possible redemption at September 30, 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 September 30, 2021 and December 31, 2020, there were

14,785,715

and

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.

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 September 30, 2021 and December 31, 2020, there were 14,785,715 and

Class C ordinary shares issued and outstanding, respectively.

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

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.

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CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. WARRANTS

As of September 30, 2021, there were 17,250,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. 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

usiness

ombination, 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 event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.3611 Class A ordinary shares per whole warrant. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $

18.00

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

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).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period.

Table of Contents

AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Redemption of warrants when the price per share of Class

A ordinary shares equals or exceeds $

10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

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.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares and Alignment Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above

under

“Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

As of September 30, 2021, there were 10,533,333 Private Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding.

The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable

until 30

days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10. FAIR VALUE MEASUREMENTS

Warrant Liabilities and Backstop Agreement Asset

The Warrants and Backstop Agreement are accounted for as assets and liabilities pursuant to ASC

815-40

and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants and Backstop Agreement are recorded in the statement of operations each period.

Table of Contents

AUSTERLITZ ACQUISITION CORPORATION I

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 30, 2021:


	Level 1		Level 2		Level 3		Total
Assets:


Backstop Asset	$	—	$	2,212,251	$	—	$	2,212,251

	$	—	$	2,212,251	$	—	$	2,212,251

Liabilities:
Public Warrants	$	29,152,500	$	—	$	—	$	29,152,500
Private Placement Warrants		—		—		18,959,999		18,959,999

Total liabilities	$	29,152,500	$	—	$	18,959,999	$	48,112,499

The asset for the Backstop Agreement was valued using a Black Scholes Model that utilizes level 2 fair value measurement inputs. The model utilizes key inputs including the public trading price of the Company’s Class A ordinary shares, the limited amount of time the Backstop Agreement will be outstanding, risk-free rates, and the volatility of our Class A ordinary shares based on the historical volatility of the Company’s publicly traded Class A ordinary shares and the volatility of comparable public companies. On November 11, 2021, the Backstop Agreement was terminated. See Note 11 for further discussion

On April 23, 2021, the Public Warrants surpassed the

52-day

threshold waiting period to be publicly traded in accordance with the Prospectus filed March 1, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of September 30, 2021, the Company classified the Public Warrants as Level 1.

The Private Placement Warrants wer

valued using a Black Scholes Model which utilizes Level 3 fair value inputs. The valuation uses a Black Scholes Option Pricing Model. The model utilizes key inputs including the exercise strike price, implied volatility of the underlying securities, risk free interest rates based on US treasury rates, and expiration date of the warrants based on the contractual warrant terms. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants as of September 30, 2021 is the implied volatility of the underlying security. The implied volatility used in calculating the fair value of the Private Placement Warrants was 23.8% and was determined using a call lattice model.

The following table presents a summary of the changes in the fair value of the Company’s assets (liabilities) measured using level 3 fair value inputs:


	Public Warrant Liability			Private Placement Warrant Liability			Total

Fair value, March 2, 2021	$	(28,635,000	)	$	(18,854,666	)	$	(47,489,666	)
Recognized loss on change in fair value		(517,500	)		(526,667	)		(1,044,167	)

Fair value, March 31, 2021		(29,152,500	)		(19,381,333	)		(48,533,833	)
Transfer to level 1		29,152,500			—			29,152,500

Fair value, June 30, 2021		—			(19,381,333	)		(19,381,333	)
Recognized gain on change in fair value		—			421,334			421,334

Fair value, September 30, 2021	$	—		$	(18,959,999	)	$	(18,959,999	)

Loss on change in fair value of warrant liability on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021 also includes a loss of $3,054,666 recognized on the excess of the fair value of the Private Placement Warrants as of March 2, 2021 over the cash received.

NOTE 11. SUBSEQUENT EVENTS

In accordance with ASC Topic 855

Subsequent Events

, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company evaluated subsequent events that occurred after the balance sheet date up to the date the condensed consolidated financial statements were issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed in the condensed consolidated financial statements.

On November 11, 2021, the Company entered into the Mutual Termination Agreement to terminate the Business Combination Agreement. In conjunction with the Mutual Termination Agreement, the Company will receive $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.

Table of Contents

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Austerlitz Acquisition Corporation I, formerly known as Foley Trasimene Acquisition Corporation III. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Austerlitz Acquisition Sponsor, LP I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes

forward-looking

statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its IPO filed with the SEC on March 1, 2021 and Part II, Item 1A “Risk Factors” below. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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.

Table of Contents

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.

For the quarter ended September 30, 2021, we had net income of $4,035,669, which consists of $2,326,673 in operating costs, offset by

non-cash

gains of $1,111,334 and $5,251,008 related to changes in the fair value of the Warrant liability and Backstop Agreement, respectively.

For the nine-months ended September 30, 2021, we had a net loss of $9,599,566, which consists of

non-cash

losses of $3,677,499 related to change in the fair value of the Warrants, $1,605,246 related to offering costs allocated to warrant liabilities, expenses of $3,450,000 related to the Backstop Placement Fee and operating costs of $3,079,072, partially offset by a

non-cash

gain on the change in fair value of the Backstop Agreement of $2,212,251.

Liquidity and Capital Resources

As of September 30, 2021, we had cash of $176,462 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to 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 nine months ended September 30, 2021, cash used in operating activities was $1,062,193. Net loss of $9,599,566 was affected by a

non-cash

loss of $3,677,499 related to changes in the fair value of warrants, a

non-cash

gain of $2,212,251 related to changes in the fair value of the backstop agreement, losses of $1,605,246 related to offering costs allocated to warrant liabilities, expenses of $3,450,000 related to the payable for the Backstop Placement Fee and changes in operating assets and liabilities, which used an aggregate of $2,016,879 of cash from operating activities.

As of September 30, 2021, we had cash and marketable securities 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.

Off-Balance

Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered

off-balance

sheet arrangements as of September 30, 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.

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 March 2, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and our liquidation.

Refer to Note 7 to the financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of our obligations under the Registration Rights Agreement.

Refer to Note 1 to the financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the terms and obligations of the Company under the Business Combination Agreement, Backstop Agreement, and Amended and Restated Sponsor Agreement entered into on May 10, 2021 and Note 11 to the financial statements for discussion of the termination of such agreements subsequent to September 30, 2021.

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 ASC Topic 480

Distinguishing Liabilities from Equity

Critical Accounting Estimates

The preparation of unaudited condensed 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 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 common 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 unaudited condensed 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 and asset for the Backstop Agreement are included in Warrant liability and Backstop asset, respectively, on the condensed consolidated balance sheet as of September 30, 2021. See Note 9 to our condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the pertinent terms of the Warrants and Note 10 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 unaudited condensed consolidated balance sheet.

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 loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. We apply the

two-class

method in calculating earnings per share. Refer to Note 3 to our condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report for further discussion of the calculation of our net loss per share.

Recently Issued Accounting Pronouncements

Refer to Note 3 to our condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report for discussion of management’s consideration of recently issued accounting pronouncements.

Revision of Previously Issued Financial Statements

Refer to Note 2 to our condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report for discussion of revisions to the Company’s previously issued financial statements related to our accounting for the value of our redeemable Class A ordinary shares presented in temporary equity and our calculation of net loss per ordinary share.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds received into the Trust Account, have been placed in a

non-interest

bearing checking account.

ITEM 4.

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.

Evaluation of Disclosure Controls and Procedures

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 September 30, 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 effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on

Form 10-Q that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The material weakness discussed below was remediated during the quarter ended September 30, 2021.

Remediation of a Material Weakness in Internal Control over Financial Reporting

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced 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 condensed unaudited financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of June 30, 2021.


Cash Flows from Operating Activities:
Net loss	$	(9,599,566	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of warrant liability		3,677,499
Gain on change in fair value of backstop asset		(2,212,251	)
Offering cost allocated to warrant liability		1,605,246
Backstop placement fee payable to related party		3,450,000
Changes in operating assets and liabilities:
Prepaid expenses		(363,153	)
Other assets		18,894
Accounts payable		19,243
Accrued expenses		2,341,895

Net cash used in operating activities		(1,062,193	)

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:
Repayment of promissory note - related party		(191,827	)
Advances from related party		184,277
Proceeds from sale of Units, net of offering costs		675,446,205
Proceeds from Private Placement Warrants		15,800,000

Net cash provided by financing activities		691,238,655

Net increase in cash		176,462
Cash - beginning of period		—

Cash - end of period	$	176,462

Supplemental disclosure of noncash investing and financing activities:
Initial classification of derivative warrant liabilities	$	47,489,666

Deferred underwriting fees payable	$	24,150,000

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	$	442,516

Deferred offering costs paid through promissory note - related party	$	186,827


No.		Description of Exhibit

3.1		Amended and Restated Memorandum and Articles of Association. (1)

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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 Chief 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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	AUSTERLITZ ACQUISITION CORPORATION I

Date: November 12, 2021		/s/ David W. Ducommun
	Name:	David W. Ducommun
	Title:	President
		( Principal Executive Officer )

Date: November 12, 2021		/s/ Bryan Coy
	Name:	Bryan Coy
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)


	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Formation and operating costs	$	2,326,673		$	3,079,072

Loss from operations		(2,326,673	)		(3,079,072	)
Offering costs allocated to warrant liability		—			(1,605,246	)
Change in fair value of warrant liability		1,111,334			(3,677,499	)
Change in fair value of backstop liability		5,251,008			2,212,251
Backstop placement fee expense		—			(3,450,000	)

Net i ncome ( l oss)	$	4,035,669		$	(9,599,566	)

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		69,000,000			53,835,165

Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.04		$	(0.12	)

Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		14,785,715			14,785,715

Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.04		$	(0.12	)

Weighted average shares outstanding of Class C non-redeemable ordinary shares, basic and diluted		14,785,715			14,785,715

Basic and diluted net income (loss) per share, Class C non-redeemable ordinary shares	$	0.04		$	(0.12	)


	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	)		—		—		—		—			—			—
Sale of Class A shares, net of $65,758,549 issuance costs		—			—		—		—		—			—			—
Adjustment of Class A ordinary shares to redemption value		—			—		—		—		(22,042	)		(65,736,507	)		(65,758,549	)
Net loss		—			—		—		—		—			(5,752,119	)		(5,752,119	)

Balance as of March 31, 2021		14,785,715		$	1,479		14,785,715	$	1,479	$	—		$	(71,493,626	)	$	(71,490,668	)
Net loss		—			—		—		—		—			(7,883,116	)		(7,883,116	)

Balance as of June 30, 2021		14,785,715		$	1,479		14,785,715	$	1,479	$	—		$	(79,376,742	)	$	(79,373,784	)
Net income		—			—		—		—		—			4,035,669			4,035,669

Balance as of September 30, 2021		14,785,715		$	1,479		14,785,715	$	1,479	$	—		$	(75,341,073	)	$	(75,338,115	)