UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant to~~Date ~~Section~~of 13Report ~~or 15~~(dDate of earliest event reported): May 20, 2022

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2022

CC Neuberger Principal Holdings II

(Exact ~~Name~~name Ofof ~~Registrant~~registrant as ~~Specified~~specified ~~In Charter~~in its charter)

Cayman Islands	001-39410	98-1545419
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Park Avenue, 58th Floor New York, NY	10166
(Address Of Principal Executive Offices)	(Zip Code)

200 Park Avenue, 58th Floor

New York, NY 10166

(Address of principal executive offices)

(~~Registrant’s Telephone Number, Including Area Code): (~~212) 355-5515

Registrant’s telephone number, including area code

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since Last~~since ~~Report~~last report)

Check the appropriate box below if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	PRPB.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	PRPB	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PRPB 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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~~Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

AsThe ~~previously~~disclosure ~~announced,~~contained CCin ~~Neuberger~~Item Principal Holdings II, a Cayman Islands exempted company (“CCNB”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB (“New CCNB”), Griffey Global Holdings, Inc2.,03 ais ~~Delaware Corporation (the “Company”) and certain other parties thereto. The transactions contemplated~~ incorporated by ~~the~~reference ~~Business~~in ~~Combination~~this ~~Agreement~~Item ~~are referred to herein as the “Business Combination~~1.”01.

OnItem ~~May 16, 2022, Getty Images, Inc~~2.,03 aCreation ~~subsidiary~~ of ~~the~~a ~~Company,~~Direct ~~posted~~Financial ~~its~~Obligation ~~first~~or ~~quarter~~an ~~2022~~Obligation ~~results~~under toan ~~its~~Off-Balance ~~lenders~~Sheet ~~and~~Arrangement ~~the holders~~ of ~~its~~a ~~senior unsecured notes~~Registrant. The Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

~~The~~On ~~information~~May 20, 2022, CC Neuberger Principal Holdings II (the “Company”) issued an unsecured promissory note (the “Note”) in ~~this~~the ~~Item~~principal ~~7.01~~amount ~~and~~of $50,000 ~~Exhibits~~to 99CC Neuberger Principal Holdings II Sponsor LLC (the “Sponsor”).1 The Note does not bear interest and 99is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).2 ~~attached~~If the ~~hereto~~Company does not complete a Business Combination, the Note shall not be ~~deemed~~repaid ~~“filed”~~and ~~for~~all ~~purposes~~amounts ofowed ~~Section 18~~under ofit ~~the~~will ~~Securities~~be ~~Exchange~~forgiven. Upon ~~Act~~the consummation of ~~1934,~~a asBusiness ~~amended~~Combination, (the ~~“Exchange~~Sponsor ~~Act”)~~shall have the option, orbut ~~otherwise~~not ~~subject~~the obligation, to convert the ~~liabilities~~principal balance of ~~that~~the ~~section~~Note, ~~nor~~in ~~shall~~whole itor bein ~~deemed~~part, ~~incorporated~~into byprivate ~~reference~~placement warrants (as defined in ~~any~~that ~~filing~~certain ~~under~~Warrant Agreement, dated August 4, 2020, by and between the ~~Securities~~Company ~~Act~~and Continental Stock Transfer & Trust Company), at a price of ~~1993~~$1.00 per private placement warrant. The Note is subject to customary events of default, asthe ~~amended~~occurrence orof which automatically trigger the ~~Exchange~~unpaid principal ~~Act,~~balance ~~except~~of asthe ~~expressly~~Note ~~set~~and ~~forth~~all byother ~~specific~~sums ~~reference~~payable inwith ~~such~~regard ~~filing~~to the Note becoming immediately due and payable.

~~Additional~~The ~~Information~~Note ~~and~~was ~~Where~~issued pursuant to ~~Find~~the Itexemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

InThe ~~connection~~Note ~~with~~is ~~the~~attached ~~Business~~as ~~Combination,~~Exhibit ~~among~~10.1 ~~the~~to ~~Company,~~this ~~CCNB,~~Current ~~New~~Report ~~CCNB and the other parties to the Business Combination Agreement, New CCNB has filed a registration statement~~ on Form S8-4K ~~(File No. 333-262203) (as may be amended from time to time, the “Registration Statement”) that includes a preliminary proxy statement of CCNB~~ and ~~a preliminary prospectus of New CCNB, and after the Registration Statement~~ is ~~declared~~incorporated ~~effective,~~herein ~~CCNB~~by ~~will mail a definitive proxy statement/prospectus relating to the Business Combination to CCNB’s shareholders~~reference. The ~~Registration~~disclosure ~~Statement, including~~set ~~the~~forth ~~proxy~~in ~~statement/prospectus~~this ~~contained~~Item ~~therein,~~2.03 ~~when~~is ~~declared~~intended ~~effective by the SEC, contains important information about the Business Combination and the other matters~~ to be ~~voted upon at~~ a ~~meeting~~summary ~~of CCNB’s shareholders to be held to approve the Business~~only ~~Combination (~~and ~~related matters). This Current Report does not contain all the information that should be considered concerning the Business Combination and other matters and~~ is ~~not~~qualified ~~intended to provide the basis for any investment decision or any other decision~~ in ~~respect~~its ~~of such~~entirety ~~matters.~~by ~~New~~reference ~~CCNB and CCNB may also file other documents with the SEC regarding the Business Combination. CCNB shareholders and other interested persons are advised~~ to ~~read~~ the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about New CCNB, CCNB, the Company and the Business CombinationNote.

~~When~~Item available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to CCNB shareholders as of a record date to be established for voting on the Business Combination9.01. ~~Shareholders~~Financial ~~will~~Statements ~~also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus~~ and ~~other documents filed or that will be filed with the SEC by CCNB through the website maintained by the SEC at www~~Exhibits.~~sec.gov, or by directing a request to CC Neuberger Principal Holdings II, 200 Park Avenue, 58th Floor, New York, New York 10166.~~

~~Participants~~(d) inExhibits. ~~the~~The ~~Solicitation~~following exhibits are provided as part of this Form 8-K:

CCNB, the Company and their respective directors and officers may be deemed participants in the solicitation of proxies of CCNB shareholders in connection with the Business Combination. CCNB shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of CCNB and a description of their interests in CCNB is contained in CCNB’s final prospectus related to its initial public offering, dated July 30, 2020 and in CCNB’s and New CCNB’s subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CCNB shareholders in connection with the Business Combination and other matters to be voted upon at the Shareholder Meeting will be set forth in the Registration Statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination has been included in the Registration Statement that CCNB filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.

Exhibit No.		Description
10.1		Promissory Note, dated May 20, 2022, issued by CC Neuberger Principal Holdings II to CC Neuberger Principal Holdings II Sponsor LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Forward Looking Statements~~SIGNATURE

~~This~~Pursuant ~~report~~to ~~may~~the ~~contain~~requirements ~~a number~~ of ~~“forward-looking statements” as defined in~~ the ~~Private~~ Securities Exchange ~~Litigation Reform~~ Act of ~~1995. Forward-looking statements include information concerning CCNB’s or the Company’s possible or assumed future results of operations~~1934, ~~business strategies, debt levels, competitive position, industry environment, potential growth opportunities and~~ the ~~effects~~Registrant ofhas ~~regulation,~~duly ~~including~~caused whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on CCNB’s or the Company’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this report, ~~the~~to ~~words~~be ~~“estimates,” “projected,”~~signed ~~“expects,”~~on ~~“anticipates,”~~its ~~“forecasts,”~~behalf ~~“plans,”~~by ~~“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or~~ the ~~negative~~undersigned ~~versions~~hereunto ofduly ~~such words or expressions) are intended to identify forward-looking statements~~authorized.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or CCNB’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited toDated: ~~(a)~~May ~~the occurrence of any event~~20, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against CCNB, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of CCNB, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (d) 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; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (f) the inability to complete the private placement transactions contemplated by the Business Combination Agreement and related agreements and the transactions contemplated by the forward purchase agreement or backstop agreement or close the sale of the forward purchase securities or backstop securities, as applicable; (g) the risk that the Business Combination disrupts current plans and operations of the Company or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (h) 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; (i) costs related to the Business Combination; (j) changes in applicable laws or regulations, including legal or regulatory developments (such as the SEC’s statement on accounting and reporting considerations for warrants in special purpose acquisition companies) which could result in the need for CCNB to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of CCNB’s securities and the attractiveness of the Business Combination to investors; (k) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (l) the Company’s estimates of expenses and profitability and (m) other risks and uncertainties indicated from time to time in the final prospectus of CCNB, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by CCNB. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.2022

~~Forward-looking~~CC ~~statements~~Neuberger ~~speak~~Principal ~~only~~Holdings asII ofBy: ~~the~~/s/ ~~date~~Matthew ~~they~~Skurbe ~~are~~Name: ~~made. Readers~~Matthew ~~are~~Skurbe ~~cautioned~~Title: ~~not~~Chief toFinancial put undue reliance on forward-looking statements, and the Company and CCNB assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither the Company nor CCNB gives any assurance that either the Company or CCNB will achieve its expectations.Officer

Disclaimer

This report relates to a proposed business combination between the Company and CCNB. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Griffey Global Holdings, Inc. unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022.
99.2		Griffey Global Holdings, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 II.
Date: May 16, 2022
	By:	/s/ Matthew Skurbe
	Name:	Matthew Skurbe
	Title:	Chief Financial Officer

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