UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 7, 2021
CC NEUBERGER
PRINCIPAL HOLDINGS I
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of
incorporation)
|
001-39272
(Commission File Number)
|
98-1526024
(IRS Employer Identification No.)
|
200 Park Avenue, 58th Floor
New York, New York 10166
(Address of principal executive offices, including Zip Code)
(212) 355-5515
(Registrant's Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
|
|
PCPL.U
|
|
New York Stock Exchange
|
|
|
|
|
|
Class A ordinary shares included
as part of the units
|
|
PCPL
|
|
New York Stock Exchange
|
|
|
|
|
|
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
PCPL WS
|
|
New York Stock Exchange
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging
growth company x
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
¨
Item
7.01 Regulation FD Disclosure.
Attached as
Exhibit 99.1 to this Current Report on Form 8-K, and incorporated into this Item 7.01 by reference, is an updated
analyst presentation being used in connection with the proposed business combination (the "Business Combination")
between CC Neuberger Principal Holdings I ("CCNB1") and E2open Holdings, LLC ("E2open"). This Amendment
No. 1 on Form 8-K/A is being filed solely for the purpose of filing as Exhibit 99.1 hereto a revised version of the analyst
presentation.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act, of 1934, as amended (the "Exchange Act") or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act.
Additional Information
In connection with
the Business Combination, including the domestication of CCNB1 as a Delaware corporation, CCNB1 filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary
prospectus of CCNB1, and after the registration statement is declared effective, CCNB1 will mail a definitive proxy statement/prospectus
relating to the Business Combination to its shareholders. This Current Report on Form 8-K does not contain all the information
that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision
or any other decision in respect of the Business Combination. CCNB1's shareholders and other interested persons are advised to
read the preliminary proxy statement/prospectus and, when available, any amendments thereto, the definitive proxy statement/prospectus
and other documents filed in connection with the Business Combination, as these materials will contain important information about
CCNB1, E2open and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials
for the Business Combination will be mailed to shareholders of CCNB1 as of the record date that was established for voting on the
Business Combination. Shareholders are able to obtain copies of the preliminary proxy statement/prospectus and, once available,
the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC's website at www.sec.gov,
or by directing a request to: CC Neuberger Principal Holdings I, 200 Park Avenue, 58th Floor, New York, NY 10166.
Participants in the Solicitation
CCNB1 and its directors
and executive officers may be deemed participants in the solicitation of proxies from CCNB1's shareholders with respect to the
Business Combination. A list of the names of those directors and executive officers and a description of their interests in CCNB1
is contained in CCNB1's final prospectus related to its initial public offering, dated April 23, 2020, which was filed with
the SEC and is available free of charge at the SEC's website at www.sec.gov, or by directing a request to CC Neuberger Principal
Holdings I, 200 Park Avenue, 58th Floor, New York, NY 10166. Additional information regarding the interests of such participants
will be contained in the definitive proxy statement/prospectus for the Business Combination when available.
E2open and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of CCNB1 in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination will be included in the definitive proxy statement/prospectus for the Business Combination when available.
No Offer or Solicitation
This communication
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CCNB1 or
E2open, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
Certain statements
in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate
to future events or CCNB1's or E2open's future financial or operating performance. For example, projections of future growth, financial
performance, and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as "may," "should," "expect," "intend," "will," "estimate," "anticipate,"
"believe," "predict," "potential" or "continue," or the negatives of these terms or variations
of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could
cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by CCNB1 and its management, and E2open and
its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the
outcome of any legal proceedings that may be instituted against CCNB1, the combined company or others following the announcement
of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business
Combination due to the failure to obtain approval of the shareholders of CCNB1, to obtain financing to complete the Business Combination
or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required
or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business
Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans and operations of E2open as a result of the announcement
and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the
Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that E2open or the combined
company may be adversely affected by other economic, business, and/or competitive factors; (11) E2open's estimates of expenses
and profitability; and (12) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in CCNB1's final prospectus relating to its initial public offering, dated April 23,
2020.
Nothing in this Current
Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place
undue reliance on forward-looking statements, which speak only as of the date they are made. Neither CCNB1 nor E2open undertakes
any duty to update these forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits The following exhibit
is provided as part of this Form 8-K:
The following exhibits are filed with this
Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
CC NEUBERGER PRINCIPAL HOLDINGS I
|
|
|
Date: January 7, 2021
|
By:
|
/s/ Matthew Skurbe
|
|
Name:
|
Matthew Skurbe
|
|
Title:
|
Chief Financial Officer
|
CC Neuberger Principal H... (NYSE:PCPL)
Historical Stock Chart
From Aug 2024 to Sep 2024
CC Neuberger Principal H... (NYSE:PCPL)
Historical Stock Chart
From Sep 2023 to Sep 2024