As filed with the U.S. Securities and Exchange Commission on July 30, 2020.

Registration No. 333-          

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

​

 

FORM S-1

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

​

 

CC NEUBERGER PRINCIPAL HOLDINGS II

 

(Exact name of registrant as specified in its charter)

 

Cayman Islands (State or other jurisdiction of incorporation or organization)

6770 (Primary Standard Industrial Classification Code Number)

98-1545419 (I.R.S. Employer Identification Number)

 

 

200 Park Avenue, 58th Floor
New York, New York 10166
(212) 355-5515
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

 

Chinh E. Chu
Chief Executive Officer
200 Park Avenue, 58th Floor
New York, New York 10166
(212) 355-5515

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

Gregg A. Noel Todd E. Freed Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 (213) 687-5000

Derek J. Dostal Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box: ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-239875

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

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 Securities Exchange Act of 1934, as amended.

 

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company x 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 7(a)(2)(B) of the Securities Act. ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered	Amount Being Registered(1)	Proposed Maximum Offering Price per Security(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fourth of one redeemable warrant	13,800,000 Units	$10.00	$138,000,000	$17,912.40
Class A ordinary shares included as part of the units(3)	13,800,000 Shares	—	—	—(4)
Redeemable warrants included as part of the units(3)	3,450,000 Warrants	—	—	—(4)
Total			$138,000,000	$17,912.40(5)

 

(1) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-239875).

 

(2) Estimated solely for the purpose of calculating the registration fee.

  

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(4) No fee pursuant to Rule 457(g).

 

(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $690,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-239875), which was declared effective by the Securities and Exchange Commission on July 30, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $138,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 13,800,000 additional units of CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-239875) (the “Prior Registration Statement”), initially filed by the Registrant on July 15, 2020 and declared effective by the Securities and Exchange Commission (the “Commission”) on July 30, 2020. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of July 31, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than July 31, 2020.

 

 

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.
Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-239875) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.		Description
5.1		Opinion of Maples and Calder.
5.2		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1		Consent of WithumSmith+Brown, PC.
23.2		Consent of Maples and Calder (included in Exhibit 5.1).
23.3		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
24		Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-239875) filed on July 15, 2020).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 30th day of July, 2020.

 

	CC NEUBERGER PRINCIPAL HOLDINGS II
	By:	/s/ Matthew Skurbe
		Matthew Skurbe Chief Financial Officer

  

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name	Position	Date
*	Chief Executive Officer and Director	July 30, 2020
Chinh E. Chu	(Principal Executive Officer)
/s/ Matthew Skurbe	Chief Financial Officer	July 30, 2020
Matthew Skurbe	(Principal Executive Officer)
*	Director	July 30, 2020
Charles Kantor
/s/ Joel Alsfine	Director	July 30, 2020
Joel Alsfine
/s/ James Quella	Director	July 30, 2020
James Quella

 

*By: /s/ Matthew Skurbe

Matthew Skurbe

Attorney-in-Fact