0001104659-20-088603.txt : 20200730 0001104659-20-088603.hdr.sgml : 20200730 20200730213414 ACCESSION NUMBER: 0001104659-20-088603 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200730 FILED AS OF DATE: 20200730 DATE AS OF CHANGE: 20200730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CC Neuberger Principal Holdings II Sponsor LLC CENTRAL INDEX KEY: 0001819495 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39410 FILM NUMBER: 201063439 BUSINESS ADDRESS: STREET 1: C/O CC CAPITAL STREET 2: 200 PARK AVENUE, 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: (212) 355-5515 MAIL ADDRESS: STREET 1: C/O CC CAPITAL STREET 2: 200 PARK AVENUE, 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CC Neuberger Principal Holdings II CENTRAL INDEX KEY: 0001812667 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O CC CAPITAL STREET 2: 200 PARK AVENUE, 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212-355-5515 MAIL ADDRESS: STREET 1: C/O CC CAPITAL STREET 2: 200 PARK AVENUE, 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 3 1 tm2026063d8_3.xml FORM 3 X0206 3 2020-07-30 0 0001812667 CC Neuberger Principal Holdings II PRPB 0001819495 CC Neuberger Principal Holdings II Sponsor LLC C/O CC NEUBERGER PRINCIPAL HOLDINGS II 200 PARK AVENUE, 58TH FLOOR NEW YORK NY 10166 0 0 1 0 Class B ordinary shares Class A ordinary shares 22170000 D As described in the issuer's registration statement on Form S-1 (File No. 333-239875) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares owned by the reporting person include up to 2,250,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. This Form 3 is being filed by CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor"). There are four managers of Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regards to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities. Exhibit 24 - Power of Attorney CC Neuberger Principal Holdings II Sponsor LLC By: /s/ Douglas Newton, Attorney-in-Fact 2020-07-30 EX-24 2 tm2026063d8_ex24.htm EXHIBIT 24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Chinh E. Chu, Matthew Skurbe, Charles Kantor and Douglas Newton, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

 

(1)      execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of CC Neuberger Principal Holdings II (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and

 

(3)      take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of July, 2020

 

  PURCHASER:  
       
  CC NEUBERGER PRINCIPAL  
  HOLDINGS II SPONSOR LLC  
       
       
  By: /s/ Chinh E. Chu  
  Name: Chinh E. Chu  
  Title: Authorized Signatory