UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

CC Neuberger Principal Holdings III
(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)

G1992N100
(CUSIP Number)

December 31, 2023
(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

¨	Rule 13d-1(b)

¨	Rule 13d-1(c)

x	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons CC Neuberger Principal Holdings III Sponsor LLC
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented By Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

Item 1(a).

Name of Issuer

CC Neuberger Principal Holdings III (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

200 Park Avenue, 58th Floor

New York, New York 10166

Item 2(a).

Names of Persons Filing

This statement is filed by CC Neuberger Principal Holdings III Sponsor LLC, referred to herein as the “Reporting Person.”

Item 2(b).

Address of the Principal Business Office, or if none, Residence

200 Park Avenue, 58th Floor

New York, New York 10166

Item 2(c).

Citizenship

See response to Item 4 on the cover page.

Item 2(d).

Title of Class of Securities

Class A Ordinary Shares, par value $0.0001 per share

Item 2(e).

CUSIP Number

G1992N100

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Not Applicable

Item 4.

Ownership

(a)

Amount beneficially owned:

See response to Item 9 on the cover page.

(b)

Percent of Class:

See response to Item 11 on the cover page.

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii)

Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Upon effectiveness of the Issuer’s delisting and deregistration, the Reporting Person will cease to have reporting obligations with respect to any equity securities of the Issuer.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 25, 2024

	CC Neuberger Principal Holdings III Sponsor LLC

	By:	/s/ Matthew Skurbe
	Name:	Matthew Skurbe
	Title:	Authorized Signatory

CC Neuberger Principal Holdings III SC 13G/A