PRPB SEC filings, in plain English
Everything CC Neuberger Principal Holdings II has filed with the SEC that we hold — 40 filings, newest first, 1 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: CC Neuberger Principal Holdings II called an EGM for July 19, 2022 at 9:00 a.m. Eastern at the offices of Kirkland & Ellis and virtually to approve its business combination with Griffey Global Holdings, known as Getty Images, under an agreement dated December 9, 2021. A forward purchase provides for up to 20,000,000 shares of New CCNB Class A common stock plus 3,750,000 warrants exercisable at $11.50, and a backstop allows subscription at $10.00 per share for an amount not exceeding the shares subject to redemption. Why it matters: The backstop is the structural feature that makes this deal redemption-proof: for every share redeemed, the backstop investor can subscribe at $10.00, so the transaction can close no matter how much trust cash leaves. That removes the usual leverage public holders have but also removes the risk that redemptions collapse the deal. At about $10.01 per share the redemption right returns essentially deposited value in cash, so holders choose between that and equity in a stock photography business carrying substantial debt.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- no earlier filing$950.0M
- Outside date
- no earlier filing2022-07-24
SpacBrain reads this as the min-cash condition binds at $950,000,000.
The clause …“in such transaction exceeds any of the foregoing stock price targets), (v) a minimum cash condition of no less than $950 million, (vi) a post-closing incentive equity plan on customary terms for a public company in New CCNB’s industry,”…
SpacBrain reads this as the agreement may be terminated from 2022-07-24.
The clause …“Combination Agreement was automatically extended to July 24, 2022 and the Outside Date in the Business Combination Agreement shall in all cases refer to July 24, 2022. CCNB Board’s Reasons for the Approval of the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-11-10trust $828.5M → $828.8M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $828.5M$828.8M
- Combination deadline
- not previously extracted2022-08-04
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 82.8M · unchanged
SpacBrain reads this as $295,741 was added to the trust between the two filings.
The clause “2,417 243,042 Total current assets 422,130 533,339 Investments and cash held in Trust Account 828,823,235 828,616,552 Total Assets $ 829,245,365 $ 829,149,891 Liabilities and Shareholders’ Deficit ”…
The clause …“However, there can be no assurance that we will be able to consummate any business combination by August 4, 2022. We continue to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily”…
The clause …“subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“and Contingencies Class A ordinary shares, $ 0.0001 par value; 82,800,000 shares subject to possible redemption at $ 10.00 per share at March 31, 2022 and December 31, 2021, respectively 828,000,000 828,000,000 ”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-03-31trust $828.3M → $828.6M +0%going concern APPEAREDshares 79.5M → 82.8M +4%
trust account, going-concern doubt, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $828.3M$828.6M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 79.5M82.8M
- Combination deadline
- not previously extracted2022-08-04
SpacBrain reads this as $324,987 was added to the trust between the two filings.
The clause “3,042 656,869 Total current assets 533,339 1,394,655 Investments and cash held in Trust Account 828,616,552 828,291,565 Total Assets $ 829,149,891 $ 829,686,220 Liabilities and Shareholders' Deficit Current”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“of our ordinary shares and warrants. Our management concluded that there is substantial doubt about our ability to continue as a “going concern.” As of December 31, 2021, we had approximately $290,000 in our operating bank account and”…
SpacBrain reads this as 3,291,156 more shares carry a redemption right.
The clause …“of uncertain future events. Accordingly, at December 31, 2021 and 2020, 82,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the”…
The clause …“there can be no assurance that the Company will be able to consummate any business combination by August 4, 2022. Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of these consolidated financial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2022-06-09
SpacBrain reads this as the agreement may be terminated from 2022-06-09.
The clause …“matters), and (ii) in the event the Closing has not occurred on or before June 9, 2022 (the “ Outside Date ”), subject to extension as set forth in the Business Combination Agreement, provided that such right to terminate is not”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.