UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 or OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ November 45, 2023 ~~(August 1, 2023)~~

CC Neuberger Principal Holdings III

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

Cayman Islands		001-39984		98-1552405
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 Park Avenue, 58th Floor New York, NY	10166
200 Park Avenue 58th Floor New York, NY		10166
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 355-5515

(Registrant’s telephone number, including area code)

Not Applicable

(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~~registrant under any of the following provisions:

¨	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-fifth of one redeemable warrant	PRPC.U	New York Stock Exchange
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant	PRPC.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	PRPC	New York Stock Exchange
Class A Ordinary Shares included as part of the units	PRPC	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PRPC WS	New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PRPC 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 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

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 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

On ~~August~~November 17, 2023, CC Neuberger Principal Holdings III ~~(the “Company”) deposited $360~~,~~000~~ ~~into~~a ~~the~~Cayman ~~Company’s~~Island ~~trust~~exempted ~~account~~company ~~for its public shareholders. This deposit enables~~ (the “Company”), toannounced ~~extend~~that the board ~~date~~of bydirectors ~~which it must complete its initial business combination from August 5, 2023 to November 5, 2023~~ (the “~~Extension~~Board”)~~. The~~ ~~Extension~~has ~~includes~~determined ~~the~~not ~~fourth,~~to ~~fifth~~proceed ~~and~~with ~~sixth~~another ~~of up to nine~~ one-month ~~extensions~~extension, as permitted under the Company’s amended and restated memorandum and articles of(the ~~association~~“Articles”) that ~~and~~allow ~~provides~~ the Company ~~with~~to ~~additional~~extend ~~time~~the todate by which it must complete its initial business combination.

~~The~~On February 1, 2023, the Company ~~funded~~held ~~the~~an ~~Extension~~extraordinary bygeneral ~~drawing~~meeting ~~down~~of onshareholders aof ~~promissory~~the ~~note~~ Company (the “~~Note~~Extension Meeting”) to ~~issued~~amend by the ~~Company~~Articles to extend the CCdate ~~Neuberger~~(the ~~Principal~~“Termination ~~Holdings~~Date”) by ~~III~~which ~~Sponsor~~the ~~LLC~~Company has to consummate a business combination from February 5, 2023 (the “~~Sponsor~~Original Termination Date”)~~, dated~~ ~~February~~to 1May 5, 2023, ~~which~~(the is“Articles ~~filed~~Extension asDate”) ~~Exhibit~~and ~~10.1~~ to allow the Company’s, ~~Current~~without ~~Report~~another onshareholder ~~Form 8-K~~vote, ~~filed~~to onelect ~~February~~to extend 6,the ~~2023.~~Termination ~~The~~Date ~~Sponsor funded~~to anconsummate ~~aggregate~~a ofbusiness ~~$660,000~~combination on ~~August~~a 1,monthly ~~2023,~~basis ~~pursuant~~for up to ~~such~~nine ~~draw~~times ~~down~~by onan ~~the~~additional ~~Note.~~one Asmonth ofeach time ~~August~~after 1,the ~~2023,~~Articles $1Extension Date,~~780,000~~ ~~was~~by ~~drawn in~~resolution ~~aggregate~~of on the ~~Note.~~Company’s ~~The~~Board ~~Note~~if ~~does~~requested ~~not~~by ~~bear~~CC ~~interest~~Neuberger ~~and~~Principal ~~matures~~Holdings ~~upon~~III Sponsor ~~closing~~LLC, ofa ~~the~~Delaware ~~Company’s~~limited ~~initial~~liability ~~business~~company, ~~combination. In~~and ~~the~~upon ~~event~~five ~~that~~days’ ~~the~~advance ~~Company~~notice ~~does~~prior ~~not~~to ~~consummate~~the aapplicable ~~business~~Termination ~~combination~~Date, until ~~the~~January 29, ~~Note~~2024, ~~will~~or bea ~~repaid~~total ~~only~~of ~~from~~up ~~amounts~~to ~~remaining~~twelve ~~outside of~~months after the ~~Company’s~~Original ~~trust~~Termination ~~account~~Date, ifunless ~~any. At~~ the ~~election~~closing of the ~~Sponsor,~~Company’s initial upbusiness combination shall have occurred prior to ~~$1,500,000~~such ofdate (the ~~total~~“Extension ~~principal~~Amendment ~~amount~~Proposal”). The shareholders of the ~~Note may~~Company beapproved ~~converted,~~the Extension inAmendment ~~whole~~Proposal orat inthe ~~part,~~Extension atMeeting. ~~the~~Subsequently, ~~option~~by resolution of the ~~lender~~Board, ~~into~~six additional ~~warrants~~one-month ofextensions were made by the Company atthat aextended ~~price~~the ofTermination ~~$1.00~~Date ~~per~~to ~~warrant~~November 5, 2023, at which ~~warrants~~ ~~will~~point bethe Board ~~identical~~decided to not extend the ~~private~~Termination ~~placement~~Date ~~warrants~~any ~~issued~~further toas ~~the~~it ~~Sponsor~~had atdetermined the ~~time~~Company ofwould ~~the~~not ~~initial~~consummate ~~public~~an ~~offering~~initial ofbusiness combination within the ~~Company~~time period required.

1As per the Company’s Articles, by not consummating an initial business combination within the time period required, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

~~SIGNATURE~~The per-share redemption price for the Public Shares will be approximately $10.93 (the “Redemption Amount”), based on the amount in the Trust Account as of November 6, 2023. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest from the Trust Account to pay dissolution expenses.

~~Pursuant~~There will be no redemption rights or liquidating distributions with respect to the ~~requirements~~Company’s ofwarrants. ~~the~~The ~~Securities~~Company’s ~~Exchange~~initial ~~Act~~shareholder ofhas ~~1934,~~waived its redemption rights with respect to the ~~registrant~~outstanding ~~has~~Class ~~duly~~B ~~caused~~ordinary ~~this~~shares ~~report~~par tovalue be$0.0001 ~~signed~~per onshare, ~~its~~issued ~~behalf~~prior byto the Company’s initial public offering. ~~undersigned~~As ~~hereunto~~of ~~duly~~November ~~authorized~~5, 2023, the Company ceased all operations except for those required to wind up the Company’s business.

	CC Neuberger Principal Holdings III
Date: August 4, 2023	By:	/s/ Matthew Skurbe
	Name:	Matthew Skurbe
	Title:	Chief Financial Officer

On or about November 8, 2023, the Public Shares will be suspended from trading, will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

The Company expects that The New York Stock Exchange will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

As such, the Company has determined to redeem all of the outstanding Class A ordinary shares, par value $0.0001 per share, of the Company, effective as of the close of business on or about November 20, 2023. The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements relating to the anticipated timing of the Company's delisting, liquidation and dissolution. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

Exhibit No.		Description
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 hereunto duly authorized.

Date: November 7, 2023	CC NEUBERGER PRINCIPAL HOLDINGS III

	By:	/s/ Matthew Skurbe
	Name:	Matthew Skurbe
	Title:	Chief Financial Officer

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