PRPB.WS / CC Neuberger Principal Holdings II Redeemable warrants, each whole warrant exercisable for one Class - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39410 VECTOR DOMESTICATION MERGER SUB, LLC (Exact name of registrant as

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 05, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 19, 2022 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporati

CC Neuberger Principal Holdings II Announces Shareholder Approval of Proposed Business Combination with Getty Images

Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC CC Neuberger Principal Holdings II Announces Shareholder Approval of Proposed Business Combination with Getty Images NEW YORK, July 20, 2022 - CC Neuberger Principal Holdings II (NYS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 19, 2022 CC Neuberger Princi

425 1 tm2221384d2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 19, 2022 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or othe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2022 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2022 CC Neuberger Principa

425 1 tm2220879d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2022 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other j

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm222601-20def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary

Promissory Note, dated May 20, 2022, issued by CC Neuberger Principal Holdings II to CC Neuberger Principal Holdings II Sponsor LLC.

Exhibit 10.1 PROMISSORY NOTE $50,000 As of May 20, 2022 CC Neuberger Principal Holdings II (?Maker?) promises to pay to the order of CC Neuberger Principal Holdings II Sponsor LLC or its successors or assigns (?Payee?) the principal sum of Fifty Thousand Dollars and No Cents ($50,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The pr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporatio

Three Months Ended March 31,

Exhibit 99.2 Management?s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis may contain forward-looking statements that are subject to numerous risks and uncertainties, and our future results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) 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 Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 CC Neuberger Principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) 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 Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Griffey Global Holdings, Inc. Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 F-1 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 F-2 Condensed Consolidated Statements of Comprehensive Income for the Three Months E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by CC Neuberger Principal Holdings II

425 1 tm229588d2425.htm 425 Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC Investor Presentation March 17 th 2022 NBA Video Click to view video This confidential investor presentation (this “Presentation”) is for informational pu

Transcript of Getty Images, Inc. Analyst Day March 17, 2022

425 1 tm229588d1425.htm 425 Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC Transcript of Getty Images, Inc. Analyst Day March 17, 2022 Participants Jennifer Leyden - Chief Financial Officer, Getty Images, Inc. Chinh Chu - Founder

PRPB / CC Neuberger Principal Holdings II / CC Neuberger Principal Holdings II Sponsor LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 CC Neuberger Principal Holdings II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G3166T103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39410

Indemnity Agreement, dated June 1, 2021, between the Company and Jonathan Gear

? Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 1, 2021, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the ?Company?), and Jonathan Gear (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they a

Description of the Company’s securities.

Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, CC Neuberger Principal Holdings II (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, (ii) Class A or

Investor Presentation FEBRUARY 2022 2 2 This confidential investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to an investment in connection with the

425 1 tm227396d1425.htm 425 Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC Investor Presentation FEBRUARY 2022 2 2 This confidential investor presentation (this “Presentation”) is for informational purposes only to assist interes

PRPB / CC Neuberger Principal Holdings II / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 CC Neuberger Principal Holdings II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3166T103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

PRPB / CC Neuberger Principal Holdings II / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

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 II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3166T103 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 18, 2022 CC Neuberger Princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 18, 2022 CC Neuberger Principal Holdings II (Exact Name Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 18, 2022 CC Neuberger Principal Holdings II (Exact Name Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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, 2022 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorpora

Promissory Note, dated January 7, 2022, issued by CC Neuberger Principal Holdings II to CC Neuberger Principal Holdings II Sponsor LLC.

Exhibit 10.1 PROMISSORY NOTE $800,000 As of January 7, 2022 CC Neuberger Principal Holdings II (?Maker?) promises to pay to the order of CC Neuberger Principal Holdings II Sponsor LLC or its successors or assigns (?Payee?) the principal sum of Eight Hundred Thousand Dollars and No Cents ($800,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Prin

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Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC CCNB-Getty Media Filing ? Craig Peters CNN TV Interview 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 4, 2022 CC Neuberger Princi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 4, 2022 CC Neuberger Principal Holdings II (Exact Name Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 4, 2022 CC Neuberger Principal Holdings II (Exact Name Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Investor Presentation DECEMBER 2021

Exhibit 99.2 Investor Presentation DECEMBER 2021 2 2 This confidential investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to an investment in connection with the proposed business combination (the ?Business C ombination?) between CC Neuberger Principal Holdings II (?SPAC?) and Griffey Global Holdin

Abu Dhabi-listed tech-focused holding company Multiply Group to invest AED 275 million in Getty Images ahead of visual content firm’s expected listing on NYSE

PRESS RELEASE Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC Abu Dhabi-listed tech-focused holding company Multiply Group to invest AED 275 million in Getty Images ahead of visual content firm?s expected listing on NYSE ? Multiply signs binding commitment to invest incremental PIPE alongside the existing US$150 million PIPE committed in the aggregate by a CC Neuberger affiliate and by the Getty Family as part of SPAC merger transaction between CC Neuberger Principal Holdings II and Getty Images, which values Getty Images at US$4.

Investor Presentation DECEMBER 2021

Exhibit 99.2 Investor Presentation DECEMBER 2021 2 2 This confidential investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to an investment in connection with the proposed business combination (the ?Business C ombination?) between CC Neuberger Principal Holdings II (?SPAC?) and Griffey Global Holdin

Multiply Group to invest $75 million in additional PIPE investment in connection with Getty Images’ business combination with CC Neuberger Principal Holdings II

Exhibit 99.1 Multiply Group to invest $75 million in additional PIPE investment in connection with Getty Images? business combination with CC Neuberger Principal Holdings II ? Tech-focused holding company signs binding commitment to invest at $10 per share, on the same terms as the existing $150 million PIPE committed in the aggregate by a CC Neuberger affiliate and by the Getty Family, bringing t

Form of Subscription Agreement (Institutional).

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT CC Neuberger Principal Holdings II 200 Park Avenue, 58th Floor New York, New York 10166 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (?SPAC?), Vector Holding

Multiply Group to invest $75 million in additional PIPE investment in connection with Getty Images’ business combination with CC Neuberger Principal Holdings II

Exhibit 99.1 Multiply Group to invest $75 million in additional PIPE investment in connection with Getty Images? business combination with CC Neuberger Principal Holdings II ? Tech-focused holding company signs binding commitment to invest at $10 per share, on the same terms as the existing $150 million PIPE committed in the aggregate by a CC Neuberger affiliate and by the Getty Family, bringing t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 CC Neuberger Pr

425 1 tm2136390d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 CC Neuberger Principal Holdings II (Exact Name Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other

Form of Subscription Agreement (Institutional)

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT CC Neuberger Principal Holdings II 200 Park Avenue, 58th Floor New York, New York 10166 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (?SPAC?), Vector Holding

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 CC Neuberger Principal Holdings II (Exact Name Of Registrant as Specified In Charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorporati

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Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC On December 21, 2021, Griffey Global Holdings, Inc.

Filed by CC Neuberger Principal Holdings II

Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC CCNB-Getty Media Filing ? Craig Peters Cheddar TV Interview 12.

Filed by CC Neuberger Principal Holdings II

Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC C O R P O R A T E P A R T I C I P A N T S Chinh Chu, Founder and Chief Executive Officer, CC Neuberger Holdings II Doug Newton, EVP Corporate Development, CC Neuberger Holdings II Craig Peters, Chief Executive Officer, Getty Images Jennifer Leyden, SVP, Investor Relations and Finance, Getty Images Milena Alberti-Perez, Chief Financial Officer, Getty Images P R E S E N T A T I O N Operator Welcome to this morning’s call to discuss the Getty Images and CC Neuberger Principal Holdings II business combination.

Filed by CC Neuberger Principal Holdings II

Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC CCNB Yahoo! Finance Live Transcript 12.

Filed by CC Neuberger Principal Holdings II

Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC Bloomberg Getty Images to Go Public in Deal With CC Neuberger SPAC Crystal Tse 10 December 2021 Getty Images will merge with a blank-check firm backed by CC Capital and Neuberger Berman, returning a company bearing one of the most storied names in business to the public market.

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Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC On December 10, 2021, the following communication was made available by Getty Images on LinkedIn: Today is a big day for our company.

Filed by CC Neuberger Principal Holdings II

Filed by CC Neuberger Principal Holdings II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vector Holding, LLC CCNB-Getty Media Filing ? Craig Peters Bloomberg TV Interview 12.

Side Letter to the Forward Purchase Agreement and Backstop Agreement by and between CC Neuberger Principal Holdings II, and Neuberger Berman Opportunistic Capital Solutions Master Fund L.P., dated as of December 9, 2021.

Exhibit 10.2 CC Neuberger Principal Holdings II 200 Park Avenue, 58th Floor New York, NY 10166 December 9, 2021 Neuberger Berman Opportunistic Capital Solutions Master Fund LP c/o Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, New York 10104 Letter Agreement re: Forward Purchase Agreement and Backstop Agreement Ladies and Gentlemen: Reference is hereby made to (a) t

Business Combination Agreement by and among CC Neuberger Principal Holdings II, Griffey Global Holdings, Inc, and the other parties thereto, dated as of December 9, 2021.

Exhibit 2.1 EXECUTION VERSION Business Combination AGREEMENT by and among CC NEUBERGER PRINCIPAL HOLDINGS II, Vector holding, LLC, Vector domestication merger sub, LLC, Vector merger sub 1, LLC, Vector merger sub 2, LLC, griffey global holdings, inc., AND, SOLELY FOR THE LIMITED PURPOSES SET FORTH HEREIN, GRIFFEY INVESTORS, L.P. Dated as of DECEMBER 9, 2021 Table of Contents Page Article I CERTAIN

Sponsor Side Letter by and among CC Neuberger Principal Holdings II Sponsor, LLC, Joel Alsfine, James Quella, Jonathan Gear, CC NB Sponsor 2 Holdings LLC, Neuberger Berman Opportunistic Capital Solutions Master Fund LP, CC Neuberger Principal Holdings II, Vector Holding, LLC and Griffey Global Holdings, Inc., dated as of December 9, 2021.

Exhibit 10.3 SPONSOR SIDE LETTER This letter agreement (this ?Side Letter?) is dated as of December 9, 2021, by and among CC Neuberger Principal Holdings II Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), Joel Alsfine (?Alsfine?), James Quella (?Quella?), Jonathan Gear (?Gear? and, together with Alsfine and Quella, each an ?Independent Director? and collectively, the ?Independe

Stockholders Agreement, by and among Vector Holdings, LLC and each of the persons listed on Schedule A thereto, dated as of December 9, 2021.

Exhibit 10.5 Execution Version STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this ?Agreement?) is made as of December 9, 2021, by and among Vector Holding, LLC, a Delaware limited liability company, who will be known as Getty Images Holdings, Inc. as of the Closing and the effectiveness of this Agreement (?New CCNB?, and as of the Closing, the ?Company?), and each of the Persons listed on Sc

Investor Presentation DECEMBER 2021

Exhibit 99.2 Investor Presentation DECEMBER 2021 2 2 This confidential investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to an investment in connection with the proposed business combination (the ?Business C ombination?) between CC Neuberger Principal Holdings II (?SPAC?) and Griffey Global Holdin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorpor

Getty Images to Become Publicly Traded Company Through Combination with CC Neuberger Principal Holdings II Getty Images valued at an enterprise value of $4.8 billion Meaningfully reduces leverage and increases cash flow available to further accelerat

Exhibit 99.1 Getty Images to Become Publicly Traded Company Through Combination with CC Neuberger Principal Holdings II Getty Images valued at an enterprise value of $4.8 billion Meaningfully reduces leverage and increases cash flow available to further accelerate growth; structure provides certainty of capital at close Getty Images will be listed on the New York Stock Exchange under the ticker sy

Consolidated Financial Statements of Getty Images, Inc., as of and for the years ended December 31, 2020 and 2019.

Exhibit 99.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2021 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CC Neuberger Principal Holdings II (Exact n

Amended Annual Report on Form 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-3

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction (Commission (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 CC NEUBERGER PRINCIPAL HOLDINGS II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-Q 1 tm2111814d4nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39410 NOTIFICATION OF LATE FILING CUSIP Number G3166T 103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-39410 CC Neuberger Pr

Description of the Company’s securities.

Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2020, CC Neuberger Principal Holdings II (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, (ii) Class A or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CC Neuberger Principal Holdings II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CC Neuberger Principal Holdings II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G3166T103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

CC Neuberger Principal Holdings II

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CC Neuberger Principal Holdings II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3166T103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CC NEUBERGER PRINCIPAL HOLDINGS II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CC NEUBERGER PRINCIPAL HOLDINGS II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3166T103 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CC Neuberger Principal Holdings II (Exa

Backstop Facility Agreement between the Company and NBOKS, dated as of November 16, 2020.

Exhibit 10.1 BACKSTOP AGREEMENT This Backstop Facility Agreement (this ?Agreement?) is entered into as of November 16, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the ?Company?), and Neuberger Berman Opportunistic Capital Solutions Master Fund L.P., a Cayman Islands exempted limited partnership (the ?Purchaser?). Capitalized terms used but not initia

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2020 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction (Commissi

CC Neuberger Principal Holdings II Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing September 21, 2020

Exhibit 99.1 CC Neuberger Principal Holdings II Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing September 21, 2020 New York, New York, September 18, 2020—CC Neuberger Principal Holdings II (NYSE: PRPB.U) (the “Company”) today announced that, commencing September 21, 2020, holders of the units sold in the Company’s initial public offering of 82,800,0

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CC Neuberger Principal Holdings II (Exact name of regis

PRPB.U / CC Neuberger Principal Holdings II / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CC NEUBERGER PRINCIPAL HOLDINGS II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3166T129** (CUSIP Number) JULY 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box t

CC NEUBERGER PRINCIPAL HOLDINGS II

Exhibit 99.1 CC NEUBERGER PRINCIPAL HOLDINGS II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 4, 2020 F-3 Notes to Balance Sheet F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of CC Neuberger Principal Holdings II Opinion on the Financial Statement We have audited the accompanying balance sheet of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2020 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction (Commission (

Private Placement Warrants Purchase Agreement, dated July 30, 2020, between the Company and the Sponsor.

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July 30, 2020, is entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and CC Neuberger Principal Holdings II Spo

Amended and Restated Memorandum and Articles of Association of the Company.

Exhibit 3.1 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CC Neuberger Principal Holdings II (adopted by special resolution dated 30 July 2020 and effective on 30 july 2020) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATIO

Existing Warrant Agreement by and between CC Neuberger Principal Holdings II and Continental Stock Transfer & Trust Company, as warrant agent, dated August 4, 2020 (incorporated by reference to Exhibit 4.1 of CC Neuberger Principal Holdings II’s Form 8-K, filed with the SEC on August 4, 2020).

Exhibit 4.1 WARRANT AGREEMENT between CC NEUBERGER PRINCIPAL HOLDINGS II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 4, 2020, is by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant A

Underwriting Agreement, dated July 30, 2020, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters.

Exhibit 1.1 CC Neuberger Principal Holdings II 72,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York July 30, 2020 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), proposes to sell

Indemnity Agreement, dated July 30, 2020, between the Company and Charles Kantor.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Charles Kantor (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Administrative Services Agreement, dated July 30, 2020, between the Company and the Sponsor.

Exhibit 10.4 CC NEUBERGER PRINCIPAL HOLDINGS II 200 Park Avenue, 58th Floor New York, NY 10166 July 30, 2020 CC Neuberger Principal Holdings II Sponsor LLC 200 Park Avenue, 58th Floor New York, NY 10166 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initi

Registration and Shareholder Rights Agreement, dated August 4, 2020, among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, is made and entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersi

Investment Management Trust Agreement, dated August 4, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 4, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-

CC Neuberger Principal Holdings II Announces Pricing of Upsized $720 Million Initial Public Offering

Exhibit 99.1 CC Neuberger Principal Holdings II Announces Pricing of Upsized $720 Million Initial Public Offering NEW YORK, July 30, 2020 - CC Neuberger Principal Holdings II (the “Company”) today announced the pricing of its initial public offering of 72,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange and trade under the ticker symbol “PRPB.U”

Indemnity Agreement, dated July 30, 2020, between the Company and Jason K. Giordano.

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Jason K. Giordano (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2020 CC Neuberger Principal Holdings II (Exact name of registrant as specified in its charter) Cayman Islands 001-39410 98-1545419 (State or other jurisdiction (Commission (I

Indemnity Agreement, dated July 30, 2020, between the Company and Chinh E. Chu.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Chinh E. Chu (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Indemnity Agreement, dated July 30, 2020, between the Company and Douglas Newton.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Douglas Newton (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Indemnity Agreement, dated July 30, 2020, between the Company and James Quella.

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and James Quella (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Indemnity Agreement, dated July 30, 2020, between the Company and Joel Alsfine.

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Joel Alsfine (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Forward Purchase Agreement by and between CC Neuberger Principal Holdings II and Neuberger Berman Opportunistic Capital Solutions Master Fund LP, dated August 4, 2020 (incorporated by reference to Exhibit 10.6 of CC Neuberger Principal Holdings II’s Form 8-K, filed with the SEC on August 4, 2020).

Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of August 4, 2020, by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a merger,

Indemnity Agreement, dated July 30, 2020, between the Company and Matthew Skurbe.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Matthew Skurbe (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they a

Letter Agreement, dated July 30, 2020, among the Company, the Sponsor and the Company’s officers and directors.

Exhibit 10.1 July 30, 2020 CC Neuberger Principal Holdings II 200 Park Avenue, 58th Floor New York, New York 10166 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted comp

$720,000,000 CC Neuberger Principal Holdings II 72,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration Nos. 333-239875 and 333-240217 PROSPECTUS $720,000,000 CC Neuberger Principal Holdings II 72,000,000 Units CC Neuberger Principal Holdings II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorgani

- S-1MEF

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 organizatio

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CC NEUBERGER PRINCIPAL HOLDINGS II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1545419 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

Form of Registration and Shareholder Rights Agreement among the Registrant, CC Neuberger Principal Holdings II Sponsor LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned

Form of Forward Purchase Agreement.

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [·], 2020, by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CC Neuberger Principal Holdings II CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit ("Unit") consists of one (1) Class A ordinary share, par value $0.0001 per share ("Or

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil

- S-1/A

TABLE OF CONTENTS Filed with the United States Securities and Exchange Commission on July 23, 2020 under the Securities Act of 1933, as amended.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT between CC NEUBERGER PRINCIPAL HOLDINGS II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2020, is by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,

Form of Underwriting Agreement.

Exhibit 1.1 CC Neuberger Principal Holdings II 60,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York July [●], 2020 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), proposes to sell

Form of Administrative Services Agreement between the Registrant and CC Neuberger Principal Holdings II Sponsor LLC.

Exhibit 10.8 CC NEUBERGER PRINCIPAL HOLDINGS II 200 Park Avenue, 58th Floor New York, NY 10166 [●], 2020 CC Neuberger Principal Holdings II Sponsor LLC 200 Park Avenue, 58th Floor New York, NY 10166 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial p

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CC Neuberger Principal Holdings II (adopted by special resolution dated [ ] 2020 and effective on [ ] 2020) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CC

Specimen Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES CC NEUBERGER PRINCIPAL HOLDINGS II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF CC NEUBERGER PRINCIPAL HOLDINGS II (THE “COMPAN

Form of Letter Agreement among the Registrant, CC Neuberger Principal Holdings II Sponsor LLC, and the other parties signatory thereto.

Exhibit 10.1 [●], 2020 CC Neuberger Principal Holdings II 200 Park Avenue, 58th Floor New York, New York 10166 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company

Form of Private Placement Warrants Purchase Agreement between the Registrant and CC Neuberger Principal Holdings II Sponsor LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2020, is entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and CC Neuberger Principal Holdings II Sponsor

Form of Indemnity Agreement.

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade

Consent of Joel Alsfine

Exhibit 99.1 CONSENT OF JOEL ALSFINE CC Neuberger Principal Holdings II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be

Consent of James Quella

EX-99.2 7 tm2020588d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF JAMES QUELLA CC Neuberger Principal Holdings II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as a

July 15, 2020

TABLE OF CONTENTS Filed with the United States Securities and Exchange Commission on July 15, 2020 under the Securities Act of 1933, as amended.

Promissory Note, dated as of May 19, 2020, issued to CC Neuberger Principal Holdings II Sponsor LLC.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Securities Subscription Agreement, dated as of May 19, 2020, between CC Neuberger Principal Holdings II Sponsor LLC and the Registrant.

Exhibit 10.7 CC Neuberger Principal Holdings II 200 Park Ave., 58th Floor New York, NY 10166 May 19, 2020 CC Neuberger Principal Holdings II Sponsor LLC 200 Park Ave., 58th Floor New York, NY 10166 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on May 19, 2020 by and between CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liabi

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CC Neuberger Principal Holdings II THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CC Neuberger Principal Holdings II 1 The name of the Company is CC Neuberger Principal Holdings II 2 The Registered Of

-

TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on May 22, 2020 under the Securities Act of 1933, as amended.