PRPC CC Neuberger Principal Holdings III

 

 

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

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. )*

 

 

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, 2021
(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   25,032,500(1)
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   25,032,500(1)
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   25,032,500(1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares                ¨
11.	Percent of Class Represented By Amount in Row (9)   38.34%(2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1) Represents 25,032,500 Class A ordinary shares acquirable in respect of (i) 14,982,500 Class B ordinary shares (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares and (ii) 10,050,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

 

(2) Calculated based on (i) 40,250,000 Class A ordinary shares outstanding as of December 22, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 22, 2021, and (ii) 25,032,500 Class A ordinary shares issuable in connection with the exercise or conversion of the 14,982,500 Class B Shares and 10,050,000 Private Placement Warrants held by the Reporting Person.

 

 

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.
			The reported securities are held directly by CC Neuberger Principal Holdings III Sponsor LLC (the “Sponsor”). There are four managers of the Sponsor’s board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of the Sponsor. As such, each manager disclaims beneficial ownership of the reported securities and the filing of this Statement shall not be construed as an admission that the Reporting Person or any of the managers is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

 

 

Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable.
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:      February 14, 2022

 

	CC Neuberger Principal Holdings III Sponsor LLC
	By:	/s/ Matthew Skurbe
		Name:	Matthew Skurbe
		Title:	Authorized Signatory