Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report on Form 8-K related to the amendment of the Trust Agreement (as defined below) is incorporated herein by reference.




      Item 3.03.         Material Modification to Rights of Security Holders.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.



At the extraordinary general meeting of the shareholders of Austerlitz
Acquisition Corporation II (the "Company") held on November 22, 2022 (the
"Shareholder Meeting") shareholders of the Company approved (i) the amendment to
the Company's Memorandum and Articles of Association by adopting the second
amended and restated memorandum and articles of association (the "Second Amended
and Restated Memorandum and Articles of Association") to change the date by
which the Company must consummate a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, which we refer
to as our initial business combination, from March 2, 2023 (the "Original
Termination Date") to November 22, 2022 (the "Amended Termination Date") and
(ii) an amendment to the Investment Management Trust Agreement, dated March 2,
2021, by and between the Company and Continental Stock Transfer & Trust Company,
as trustee (the "Trust Agreement"), to allow the Company to change the date on
which Continental must commence liquidation of the trust account established in
connection with the Company's initial public offering (the "IPO")(the "Trust
Account") to November 22, 2022.

The Second Amended and Restated Memorandum and Articles of Association became
automatically effective with the approval of the Charter Amendment Proposal (as
defined below) at the Shareholder Meeting. The foregoing descriptions of the
Second Amended and Restated Memorandum and Articles of Association and the
amendment to the Trust Agreement do not purport to be complete and are qualified
in their entirety by reference to Exhibits 3.1 and 10.1, respectively, which are
incorporated herein by reference.


      Item 5.07.         Submission of Matters to a Vote of Security Holders.


At the Shareholder Meeting, a total of 150,211,204 (76.19%) of the Company's
issued and outstanding ordinary shares (the "Ordinary Shares") held of record at
the close of business on October 28, 2022, the record date for the Shareholder
Meeting, were present either in person or by proxy, which constituted a quorum.
The Company's shareholders voted on the following proposals (collectively, the
"Proposals") at the Shareholder Meeting, which are described in more detail in
the definitive proxy statement of the Company filed with the Securities and
Exchange Commission on October 28, 2022 (as supplemented from time to time, the
"Proxy Statement").

Proposal No. 1 - The Charter Amendment Proposal - to amend and restate the
Company's Memorandum and Articles of Association by adopting the Second Amended
and Restated Memorandum and Articles of Association to change the date by which
the Company must consummate a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, which we refer to as
our initial business combination, from the Original Termination Date to the
Amended Termination Date (the "Charter Amendment Proposal").

                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                 150,111,741        61,558         37,905               N/A



Proposal No. 2 - The Trust Amendment Proposal - to amend the Trust Agreement, by
and between the Company and Continental, pursuant to an amendment to the Trust
Agreement in the form set forth in Annex B of the Proxy Statement, to change the
date on which Continental must commence liquidation of the trust account
established in connection with the Company's IPO to November 22, 2022 (the
"Trust Amendment Proposal").

                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                 120,540,312        61,558         37,905               N/A

As there were sufficient votes to approve the Proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.

--------------------------------------------------------------------------------




                          Item 8.01.         Other Events.



Since the Proposals were approved, and because the Company will not be able to
complete an initial business combination by the Amended Termination Date, the
Company will be obligated to redeem all issued and outstanding Class A Ordinary
Shares issued in the IPO (the "Public Shares") as promptly as reasonably
possible but not more than ten business days after the Amended Termination Date
(the "Mandatory Redemption") and the Company's warrants will expire worthless.
The Company expects to complete the Mandatory Redemption on or around December
2, 2022 at a per-share redemption price of $10.00.


                 Item 9.01.         Financial Statements and Exhibits


(d) Exhibits
       Exhibit               Description
          3.1                  Second Amended and Restated Memorandum and Articles of Association
         10.1                  Amendment to the Trust Agreement
          104                Cover Page Interactive Data File - the cover page XBRL tags are embedded
                             within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses