As filed with the United States Securities and Exchange Commission on June 27, 2022

Registration No. 333-262203​

251 Little Falls Drive,
Wilmington, New Castle
County, Delaware 19808
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business
Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

part of the consideration payable under the Business Combination Agreement. Getty Images is a third party beneficiary of CCNB’s rights to enforce NBOKS’ obligation to fund pursuant to the Forward Purchase Agreement (as amended by the NBOKS Side Letter (as defined below)), subject to the terms and conditions set forth therein and (b) that certain Backstop Facility Agreement (the “Backstop Agreement”), dated November 16, 2020, with NBOKS, substantially in the form attached as Annex S to the accompanying proxy statement/prospectus, pursuant to which NBOKS agreed to, subject to (ii) the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS on a first come first serve basis and the other terms and conditions included therein and (ii) the terms of the Business Combination Agreement, allocate up to an aggregate of $300,000,000 to subscribe for shares of New CCNB Class A Common Stock at $10.00 per share in connection with the Business Combination, which amount will not exceed the number of shares of CCNB subject to redemption (the “Backstop”). The Backstop Agreement will terminate automatically upon the termination of the Business Combination Agreement or otherwise in accordance with its terms. Getty Images is a third party beneficiary of CCNB’s rights to enforce NBOKS’ obligation to fund pursuant to the Backstop Agreement (as amended by the NBOKS Side Letter), subject to the terms and conditions set forth therein.

In connection with the signing of the Business Combination Agreement, New CCNB, CCNB and NBOKS entered into a side letter to (i) the Forward Purchase Agreement and (ii) the Backstop Agreement, attached here as Annex F to this proxy statement/prospectus (the “NBOKS Side Letter”), which NBOKS Side Letter provides for the assignment of CCNB’s obligations under the Forward Purchase Agreement and the Backstop Agreement to New CCNB to facilitate the Business Combination.

Concurrently with the execution of the Business Combination Agreement, CCNB and New CCNB entered into the Subscription Agreements with the Sponsor and Getty Investments (the “PIPE Subscription Agreements”). Additionally, on December 28, 2021, CCNB and New CCNB entered into the Permitted Equity Subscription Agreement with Multiply Group (the “Permitted Equity Subscription Agreement”). Pursuant to the PIPE Subscription Agreements and the Permitted Equity Subscription Agreement, the Sponsor, Getty Investments and Multiply Group agreed to subscribe for and purchase, and CCNB and New CCNB agreed to issue and sell to such investors, on the Closing Date, an aggregate of 22,500,000 shares of New CCNB Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $225,000,000. The shares of New CCNB Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements and the Permitted Equity Subscription Agreement have not been registered under the Securities Act of 1933, as amended, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements and the Permitted Equity Subscription Agreement provide for certain customary registration rights. For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Subscription Agreements and Permitted Equity Subscription Agreement.”

New CCNB intends to apply to list its common stock and warrants on the New York Stock Exchange (the “NYSE”) under the symbols “GETY” and “GETY WS,” respectively, upon the Closing. CCNB’s publicly-traded ordinary shares, units (if not previously separated) and warrants are currently listed on the NYSE under the symbols “PRPB,” “PRPB.U” and “PRPB WS,” respectively. CCNB’s publicly-traded units will automatically separate into the component securities (that is, common stock and warrants) upon consummation of the Business Combination.

The New CCNB Post-Closing Certificate of Incorporation will authorize the following classes of stock: preferred stock; New CCNB Class A Common Stock; and New CCNB Class B Common Stock.

Except as otherwise required by law, each holder of New CCNB Class A Common Stock is entitled to one vote for each share on all matters properly submitted to a vote of the New CCNB Stockholders, including the election of directors. New CCNB Stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors.

Except as otherwise required by law, the shares of New CCNB Class B Common Stock are non-voting and do not confer economic rights other than the accrual of certain dividends. If entitled to vote by law, each holder of New CCNB Class B Common Stock is entitled to one vote per share. Under the DGCL, an amendment to a corporation’s charter generally requires the approval of the corporation’s board of directors and the holders of a majority of the outstanding stock, whether New CCNB Class A Common Stock or New CCNB Class B Common Stock, entitled to vote thereon unless the charter requires a higher vote. Accordingly, when holders of New CCNB Class B Common Stock are entitled to vote by law, they will vote together with the holders of New CCNB Class A Common Stock, unless, pursuant to the DGCL, the

amendment of the charter adversely alters or changes the powers, preferences or special rights of only one class of the series, where only the holders of such adversely affected class of shares will be entitled to vote on the proposed amendment. All such Restricted Sponsor Shares are restricted shares that are subject to certain performance-based conversion events, and upon the occurrence of any B-1 Vesting Event or B-2 Vesting Event applicable to any shares of New CCNB Class B Common Stock that occurs during the Earn-Out Period (as defined in the New CCNB Post-Closing Certificate of Incorporation), such shares of New CCNB Class B Common Stock will be automatically converted into an equal number of shares of New CCNB Class A Common Stock. The shares of New CCNB Class B Common Stock will only be issued to the Sponsor and the Independent Directors.

CCNB is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at an extraordinary general meeting to be held on [•], 2022 for the purpose of voting on the Business Combination and the other matters described herein. Whether or not you plan to attend the Shareholders Meeting, we urge all of CCNB’s shareholders to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of CCNB and Getty Images, carefully and in their entirety. In particular, we urge you to read carefully the section titled “Risk Factors” beginning on page 71 of the accompanying proxy statement/prospectus.

The CCNB Board has unanimously approved the Business Combination Agreement and unanimously recommends that the CCNB Shareholders vote “FOR” all of the proposals presented to CCNB Shareholders at the Shareholders Meeting. When you consider the CCNB Board recommendation of these proposals, you should keep in mind that directors and officers of CCNB have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Shareholder Proposal 2: The Business Combination Proposal — Interests of CCNB’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to CCNB’s amended and restated memorandum and articles of association (the “Existing Organizational Documents”), CCNB’s public shareholders may request that CCNB redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising their Redemption Right (as defined in the accompanying proxy statement/prospectus) with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (the “Transfer Agent”), CCNB’s transfer agent, directly and instruct it to do so. The Redemption Right includes the requirement that a holder must identify itself as a beneficial holder, such as by providing its legal name, phone number and address to the Transfer Agent, in order to validly redeem its shares. Public shareholders may elect to redeem public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, all public shares submitted for redemption will be returned to the respective holder, broker or bank, and CCNB instead may search for an alternative initial business combination. If the Business Combination is consummated, and if a public shareholder properly exercises its Redemption Right with respect to all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, CCNB will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established by CCNB pursuant to that certain trust agreement, dated August 4, 2020, established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2022, this would have amounted to approximately $10.01 per issued and outstanding public share. If a public shareholder exercises its Redemption Right in full, then it will be electing to exchange its public shares for cash and will no longer own such public shares. The redemption will take place following the Domestication Merger and accordingly its shares of New CCNB Class A Common Stock will be redeemed immediately after consummation of the Business Combination. See “Shareholders Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Business Combination Agreement provides that the obligation of Getty Images to consummate the Business Combination is conditioned on, among other things, as of 6:00 a.m. Eastern Time on the Closing Date, the amount equal to (a) the sum of the aggregate outstanding principal amount of indebtedness for borrowed money under the (i) Credit Agreement dated as of February 19, 2019, by and among Abe Investment Holdings, Inc. (as the parent borrower), Getty Images, Inc. (as a borrower), Griffey Midco (DE), LLC, J.P. Morgan Chase Bank, N.A., as the administrative agent, and the other parties thereto, (ii) senior unsecured notes in the aggregate principal amount of $300,000,000 issued pursuant to the Indenture, dated as of February 19, 2019, by and among Getty Images, Inc. (as the company) and Wilmington Trust, National Association (as the trustee), as supplemented by that certain First Supplemental Indenture, dated as of February 19, 2019, by and among Getty Images, Inc. (as the company), Wilmington Trust, National Association (as the trustee) and the subsidiary guarantors party thereto from time to time (the “Senior Unsecured Notes”) and (iii) any new debt financing, minus (b) the Available Cash (as defined in the accompanying proxy statement/prospectus) (collectively, “Net Funded Indebtedness”) being equal to or less than $1,350,000,000 (the “Maximum Net Indebtedness Amount” and, such condition, the “Net Funded Indebtedness Condition”). If this Net Funded Indebtedness Condition is not met, and such condition is not waived by Getty Images, then the Business Combination Agreement may be terminated and the proposed Business Combination may not be consummated. The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that any party to the Business Combination Agreement would waive any such closing condition of the Business Combination Agreement. In addition, in no event will CCNB redeem public shares in an amount that would cause CCNB’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

Your vote is very important.   Whether or not you plan to attend the Shareholders Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholders Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal and Domestication Merger Proposal (collectively, the “Required CCNB Shareholder Proposals”) are approved at the Shareholders Meeting. Each of the Required CCNB Shareholder Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal (as defined in the accompanying proxy statement/prospectus) is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting. If you are a shareholder of record and you attend the Shareholders Meeting and wish to vote in person, you may withdraw your proxy and vote in person (including by voting online at the meeting if the meeting is conducted virtually).

We look forward to your participation at the Shareholders Meeting.

   
 

Chinh E. Chu
Director and Chief Executive Officer of CC Neuberger Principal Holdings II

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

CC NEUBERGER PRINCIPAL HOLDINGS II
A Cayman Islands Exempted Company
(Company Number 359073)
200 Park Avenue, 58th Floor
New York, New York 10166

To the Shareholders of CC Neuberger Principal Holdings II:

You are cordially invited to attend the extraordinary general meeting in lieu of the annual general meeting (the “Shareholders Meeting”) of CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), at 9:00 a.m., Eastern Time, on [•], 2022 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Existing Organizational Documents”). If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material. You are cordially invited to attend the Shareholders Meeting to conduct the following important items of business:

1.

Domestication Merger Proposal — To consider and vote upon a proposal by special resolution to approve CCNB merging with and into Vector Domestication Merger Sub, LLC (“Domestication Merger Sub”) in accordance with Section 18-209 of the DLLCA and ceasing to exist in the Cayman Islands in accordance with Part XVI the Companies Act, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB (the “Domestication Merger”), and all outstanding securities of CCNB will convert to outstanding securities of New CCNB, as described in more detail in the accompanying proxy statement/prospectus (the “Domestication Merger Proposal”);

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2.

Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement”), by and among CCNB, New CCNB, Domestication Merger Sub, Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 2”), Griffey Global Holdings, Inc., a Delaware corporation (“Getty Images”) and Griffey Investors, L.P., a Delaware limited partnership, solely for the purposes of certain sections set forth therein, a copy of which is attached as Annex A to this proxy statement/​prospectus, and approve the transactions contemplated thereby (including the Getty Mergers) (the “Business Combination” and such proposal, the “Business Combination Proposal”); and

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3.

Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. This proposal will only be presented at the Shareholders Meeting (i) to the extent necessary to ensure that any legally required supplement or amendment to the proxy statement/prospectus is provided to CCNB Shareholders, (ii) if there are insufficient voting interests of CCNB represented (either in person or by proxy) to constitute a quorum, (iii) in order to solicit additional proxies from CCNB Shareholders for purposes of obtaining approval of the Required CCNB Shareholder Proposals, (iv) if the holders of public shares have elected to redeem such shares such that the Net Funded Indebtedness Condition (as defined in the accompanying proxy statement/prospectus) would not be satisfied, or (v) in the case of clauses “(ii)” and “(iii)”, upon the reasonable request of Getty Images (the “Adjournment Proposal”).

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The above matters are more fully described in this proxy statement/prospectus. We urge you to read carefully the proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of CCNB and Getty Images.

It is anticipated that, upon completion of the Business Combination, and assuming no holders of CCNB Class A Ordinary Shares included in the units issued in the IPO (such shares “public shares,” and such holders, “public shareholders”) exercise their Redemption Right (as defined in the accompanying proxy statement/prospectus): (i) CCNB’s public shareholders will retain an ownership interest of approximately 21.7% of the issued and outstanding shares of New CCNB Common Stock; (ii) CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and its affiliates, including CCNB Sponsor 2 Holdings LLC (“CC Holdings”) and Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”, and together with CC Holdings, the “Founder Holders”), and our current independent directors Joel Alsfine, James Quella and Jonathan Gear (collectively, the “Independent Directors”) will own approximately 14.6% of the issued and outstanding shares of New CCNB Common Stock (including 2,570,000 shares of New CCNB Series B-1 Common Stock and 2,570,000 shares of New CCNB Series B-2 Common Stock subject to certain vesting restrictions pursuant to the Sponsor Side Letter, any shares to be issued to the Sponsor in connection with the PIPE Investment and NBOKS in connection with the Backstop Agreement); (iii) Multiply Group will own approximately 2.0% of the issued and outstanding shares of New CCNB Common Stock pursuant to the Permitted Equity Financing and (iv) Getty Images Stockholders will own approximately 61.8% of the issued and outstanding shares of New CCNB Common Stock. The Getty Family Stockholders will own approximately 36.7% of the issued and outstanding shares of New CCNB Common Stock (including shares purchased in connection with the PIPE Investment and excluding the potential issuance of any Earn-Out Shares), and the other limited partners of the Partnership will own approximately 16.2% of the issued and outstanding shares of New CCNB Common Stock. These levels of ownership assume (A) that prior to the Closing no CCNB Warrants will be exercised, (B) that at or after the Closing no New CCNB Warrants or Forward Purchase Warrants will be exercised, (C) a net exercise of Getty Images’ rollover vested options on a post-exercise basis at $10 per share at the time of exercise (excluding the exercise of Getty Images’ unvested options), (D) no additional Permitted Equity Financing is entered into prior to the Closing and (E) the Optional Equity Cure Amount is zero.

The Existing Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against CCNB arising out of or relating in any way to the Existing Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) CCNB irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. CCNB will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, CCNB does not intend to apply these provisions of the Existing Warrant Agreement to suits brought to enforce any liability or duty created by the Exchange Act (which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce a duty or liability created by the Exchange Act or the rules and regulations thereunder) or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with CCNB, which may discourage such lawsuits. Alternatively, if a court were to find this provision of CCNB’s Existing Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, CCNB may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect CCNB’s business, financial condition and results of operations and result in a diversion of the time and resources of CCNB’s management and the CCNB Board.

The New CCNB Post-Closing Certificate of Incorporation provides that, unless New CCNB consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court in Delaware or the federal district court of the District of Delaware), will, to the fullest extent permitted by law, be the sole and exclusive forum for:

•

any derivative action or proceeding brought on behalf of New CCNB;

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•

any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, other employee or stockholder of New CCNB to New CCNB or New CCNB’s stockholders, creditors or other constituents, or a claim of aiding and abetting any such breach of fiduciary duty;

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•

any action or proceeding against New CCNB or any current or former director, officer or other employee of New CCNB or any stockholder (a) arising pursuant to any provision of the DGCL, the New CCNB Post-Closing Certificate of Incorporation or the New CCNB Post-Closing Bylaw (as each may be amended, restated, modified, supplemented or waived from time to time) or (b) as to which the Delaware General Corporation Law ("DGCL") confers jurisdiction on the Court of Chancery of the State of Delaware;

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•

any action or proceeding to interpret, apply, enforce or determine the validity of the New CCNB Post-Closing Certificate of Incorporation of the New CCNB Post-Closing Bylaws (including any right, obligation or remedy thereunder);

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•

any action asserting a claim against New CCNB or any director, officer or other employee of New CCNB or any stockholder, governed by the internal affairs doctrine; and

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•

any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

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This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New CCNB or any of its directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Notwithstanding the foregoing, this exclusive forum provision will not apply to actions arising under the Securities Act, as other provisions in the New CCNB Post-Closing Certificate of Incorporation designate the federal district courts of the United States as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of New CCNB’s securities. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provision. In such instance, New CCNB we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of the New CCNB Post-Closing Certificate of Incorporation. However, there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find the exclusive forum provision contained in the New CCNB Post-Closing Certificate of Incorporation to be inapplicable or unenforceable in an action, New CCNB may incur additional costs associated with resolving such action in other jurisdictions, which could harm New CCNB’s business, results of operations and financial condition.

The Record Date for the Shareholders Meeting is [•], 2022. Only shareholders of record at the close of business on that date may vote at the Shareholders Meeting or any adjournment thereof. A complete list of our shareholders of record entitled to vote at the Shareholders Meeting will be available for ten days before the Shareholders Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Shareholders Meeting.

Pursuant to the Existing Organizational Documents, we are providing our public shareholders with the opportunity to redeem, upon the consummation of the Business Combination, public shares then held by them for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with our initial public offering (the “IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our tax obligations, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their public shares will not be reduced by the

 

 

transaction expenses incurred in connection with the Business Combination. For illustrative purposes, as of March 31, 2022, the estimated per share redemption price would have been approximately $10.01. Public shareholders may elect to redeem their shares even if they vote “FOR” the Business Combination.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your Redemption Right (as defined in the accompanying proxy statement/prospectus) with respect to the public shares; and

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(ii)

prior to 5:00 p.m., Eastern Time, on [•], 2022, (a) submit a written request to Continental Stock Transfer & Trust Company, CCNB’s transfer agent (the “Transfer Agent”), that CCNB redeem your public shares for cash and (b) deliver your share certificates (if any) and other redemptions forms to the Transfer Agent, physically or electronically through The Depository Trust Company.

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Holders of units must elect to separate the underlying public shares and public warrants prior to exercising their Redemption Right with respect to the public shares. Any request for redemption, once made by a public shareholder, may not be withdrawn once submitted to CCNB unless CCNB’s board of directors (the “CCNB Board”) determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares included in the units sold in our IPO. We have no specified maximum redemption threshold under the Existing Organizational Documents, other than the aforementioned 15% threshold, except that in no event will we redeem ordinary shares in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public shareholders will reduce the amount in our Trust Account. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in this proxy statement/prospectus assumes that none of our public shareholders exercise their Redemption Right with respect to their public shares.

The Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors) have agreed to vote all of their Founder Shares and any public shares purchased during or after our IPO in favor of the proposals being presented at the Shareholders Meeting, including the Business Combination Proposal. As of the date of this proxy statement/prospectus, the Sponsor and the Independent Directors own, collectively, approximately 23.7% of our issued and outstanding Ordinary Shares, including all of the Founder Shares. Additionally, the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors) have, for no additional consideration, agreed to waive their Redemption Right with respect to any Founder Shares and any public shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Domestication Merger Proposal (collectively, the “Required CCNB Shareholder Proposals”) at the Shareholders Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Required CCNB Shareholder Proposals do not receive the requisite vote for approval, CCNB will not consummate the Business Combination. Unless CCNB amends its Existing Organizational Documents (which requires a special resolution as a matter of Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the outstanding CCNB ordinary shares, who, being present and entitled to vote at a meeting of CCNB’s shareholders, vote at such meeting) and amends certain other agreements into which CCNB has entered in order to extend the life of CCNB, in the event CCNB does not consummate the Business Combination and fails to complete an initial business combination by August 4, 2022, CCNB will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

 

 

Approval of the Business Combination Proposal requires an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of the holders of CCNB ordinary shares, who, being present and entitled to vote at the Shareholders Meeting, vote at the Shareholders Meeting. Approval of the Domestication Merger Proposal requires a special resolution as a matter of Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the outstanding CCNB ordinary shares, who, being present and entitled to vote at the Shareholders Meeting, vote at the Shareholders Meeting. Approval of the Adjournment Proposal requires an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of the holders of CCNB ordinary shares, who, being present and entitled to vote at the Shareholders Meeting, vote at the Shareholders Meeting. The CCNB Board unanimously recommends that you vote “FOR” each of these proposals.

By Order of the CCNB Board of Directors,

 

Chinh E. Chu
Director and Chief Executive Officer

New York, New York

[•], 2022

This notice was mailed by CCNB on [•], 2022.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT CCNB REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST TENDER YOUR SHARES TO CCNB’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SHAREHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY THROUGH THE DEPOSITORY TRUST COMPANY. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT. SEE THE SECTION TITLED “SHAREHOLDERS MEETING — REDEMPTION RIGHT” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

 

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by New CCNB, constitutes a prospectus of New CCNB under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New CCNB Common Stock to be issued under the Business Combination Agreement to CCNB Shareholders and Getty Images Stockholders who did not deliver a written consent adopting the Business Combination Agreement in connection with the execution of the Business Combination Agreement. This document also constitutes a proxy statement of CCNB under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/​prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to CCNB Shareholders nor the issuance by New CCNB of its shares of New CCNB Common Stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding CCNB has been provided by CCNB and information contained in this proxy statement/prospectus regarding Getty Images has been provided by Getty Images.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

 

 

 

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “CCNB” refer to CC Neuberger Principal Holdings II, and the term “Post-Combination Company” refers to Vector Holding, LLC and its subsidiaries, including Getty Images, following the consummation of the Business Combination.

In this document:

“affiliate” means, with respect to any specified person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person, through one or more intermediaries, or otherwise as defined under Rule 144 of the Securities Act.

“Aggregate Company Common Stock Consideration” means a number of shares of New CCNB Class A Common Stock equal to (a) the Transaction Equity Value divided by (b) $10.00.

“Antitrust Division” means the Antitrust Division of the Department of Justice.

“Available Cash” means, as of 6:00 a.m. Eastern Time on the Closing Date, (a) the aggregate amount of (i) all cash on hand of Getty Images and its subsidiaries (without giving effect to the payment of any Preferred Dividend) minus (ii) any restricted cash (as determined in accordance with GAAP as classified in the audited consolidated balance sheet of Getty Images, Inc. and its subsidiaries as of December 31, 2019 and 2020) of Getty Images and its subsidiaries, plus (b) the amount to be received by CCNB and New CCNB from the (i) consummation of the equity financings contemplated by the Business Combination Agreement (including the PIPE Investment, the Permitted Equity Financing and the transactions contemplated by the Forward Purchase Agreement and the Backstop Agreement) and (ii) release of all proceeds from the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the CCNB Share Redemption), and minus (c) the (i) Preferred Cash Consideration, (ii) aggregate amount of unpaid transaction expenses (assuming the occurrence of the Closing) and (iii) unpaid aggregate purchase price paid or agreed to be paid in connection with the acquisition of any vested Getty Images Options, if applicable.

“B-1 Vesting Event” means, with respect to the New CCNB Series B-1 Common Stock, the first date on which the VWAP of the New CCNB Class A Common Stock is greater than or equal to $12.50 for a period of at least 20 days out of 30 consecutive days on which shares of New CCNB Class A Common Stock are actually traded on the NYSE.

“B-2 Vesting Event” means, with respect to the New CCNB Series B-2 Common Stock, the first date on which the VWAP of the New CCNB Class A Common Stock is greater than or equal to $15.00 for a period of at least 20 days out of 30 consecutive days on which shares of New CCNB Class A Common Stock are actually traded on the NYSE.

“Backstop” means the financing committed by NBOKS, pursuant to the Backstop Agreement, as amended by the NBOKS Side Letter, whereby NBOKS agreed to (subject to (i) the availability of capital NBOKS has committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS on a first come first serve basis and the other terms and conditions included therein and (ii) the terms of the Business Combination Agreement, at Closing), NBOKS may subscribe for shares of New CCNB Class A Common Stock to fund redemptions by shareholders of CCNB in connection with the Business Combination in an amount of up to $300,000,000.

“Backstop Agreement” means that certain Backstop Facility Agreement by and between CCNB and NBOKS, dated as of November 16, 2020.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of December 9, 2021, by and among CCNB, New CCNB, Domestication Merger Sub, G Merger Sub 1, G Merger Sub 2, Getty Images and Griffey Investors L.P., solely for the purposes of certain sections set forth therein.

 

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“Cash Adjustment Amount” means an amount equal to the difference between (x) the amount of Net Funded Indebtedness after taking into account the Optional Equity Cure Amount minus (y) $1,350,000,00.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced from time to time.

“CCNB1” means CC Neuberger Principal Holdings I.

“CCNB3” means CC Neuberger Principal Holdings III.

“CCNB Board” means the board of directors of CCNB.

“CCNB Class A Ordinary Shares” means the Class A ordinary shares of CCNB, par value $0.0001 per share.

“CCNB Class B Ordinary Shares” means the Class B ordinary shares of CCNB, par value $0.0001 per share.

“CCNB Management” means the members of CCNB’s management team.

“CCNB Ordinary Shares” means the CCNB Class A Ordinary Shares together with the CCNB Class B Ordinary Shares.

“CCNB Parties” means CCNB, New CCNB, Domestication Merger Sub, G Merger Sub 1 and G Merger Sub 2.

“CCNB Share Redemption” means the election of each public shareholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s CCNB Class A Ordinary Shares, at the Redemption Price in connection with the Shareholders Meeting.

“CCNB Shareholders” means the holders of CCNB Ordinary Shares.

“CCNB Shareholder Proposals” means the Domestication Merger Proposal, the Business Combination Proposal and the Adjournment Proposal.

“CCNB Warrants” means the public warrants and the Private Placement Warrants.

“Closing” means the closing of the Business Combination.

“Closing Backstop Amount” means the amount funded (if any) by NBOKS to New CCNB under the Backstop Agreement, as modified by the NBOKS Side Letter, in connection with the Closing in accordance with the terms thereof and hereof to the extent applicable.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Court of Chancery” means the Court of Chancery in the State of Delaware.

“DGCL” means the General Corporation Law of the State of Delaware.

“DLLCA” means the Delaware Limited Liability Company Act.

“Domestication Merger” means the merger of CCNB with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB, pursuant to the Business Combination Agreement.

 

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“Domestication Merger Sub” means Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of New CCNB.

“DTC” means the Depository Trust Company.

“Earn-Out Shares” means the additional, up to 65.0 million shares of New CCNB Class A Common Stock, which will be issued upon the occurrence of certain events pursuant to the Business Combination Agreement.

“Employee Purchase Plan” means the 2022 Employee Stock Purchase Plan, which is an incentive compensation plan for employees of New CCNB following the Closing and its designated subsidiaries, which may include, from and after the Closing, Getty Images and its subsidiaries, a copy of which is attached to this proxy statement/prospectus as Annex M.

“Equity Financing Source” means the persons that have committed to provide or otherwise entered into agreements to subscribe for or acquire equity interests in New CCNB or CCNB in exchange for cash prior to or in connection with the Business Combination, including the parties named in any Subscription Agreement, a Permitted Equity Subscription Agreement, the Backstop Agreement or the Forward Purchase Agreement, together with their current or future limited partners, shareholders, managers, members, controlling Persons, respective affiliates and their respective affiliates and representatives involved in such subscription or acquisition and, in each case, their respective successors and assigns.

“ERISA” means Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of CCNB, dated July 30, 2020.

“Existing Registration Rights Agreement” means that certain Registration and Shareholder Rights Agreement, dated August 4, 2020 by and among CCNB, the Sponsor and certain other security holders named therein.

“Existing Warrant Agreement” means the certain Warrant Agreement, dated as of August 4, 2020, between CCNB and Continental Stock Transfer & Trust Company, as warrant agent.

“First Getty Merger” means the merger of G Merger Sub 1 with and into Getty Images, with Getty Images surviving the merger as a wholly-owned indirect subsidiary of New CCNB, pursuant to the Business Combination Agreement.

“Forward Purchase Securities” means, collectively, the Forward Purchase Shares and the Forward Purchase Warrants.

“Forward Purchase Shares” means shares of New CCNB Class A Common Stock to be issued pursuant to the Forward Purchase Agreement (as amended by the NBOKS Side Letter).

“Forward Purchase Warrants” means warrants of New CCNB to be issued pursuant to the Forward Purchase Agreement (as amended by the NBOKS Side Letter).

“Founder Holders” means NBOKS and CC Holdings.

“Founder Shares” means 25,700,000 CCNB Class B Ordinary Shares issued and outstanding.

“FTC” means the Federal Trade Commission.

“G Merger Sub 1” means Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of New CCNB.

“G Merger Sub 2” means Vector Merger Sub 2, LLC a Delaware limited liability company and a wholly-owned subsidiary of New CCNB.

“Getty Family Stockholders” means Getty Investments, Mark Getty, The October 1993 Trust and The Options Settlement.

 

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“Getty Images” means Griffey Global Holdings, Inc., a Delaware corporation.

“Getty Images Board” means the board of directors of Getty Images.

“Getty Images Common Shares” means shares of common stock, par value $0.01 per share, of Getty Images designated as “Common Stock” pursuant to the Getty Images Certificate of Incorporation.

“Getty Images Certificate of Incorporation” means the Second Amended and Restated Certificate of Incorporation of Getty Images filed with the Secretary of State of Delaware on February 19, 2019, as will be amended by the Pre-Closing Getty Images Certificate of Incorporation in accordance with the Business Combination Agreement.

“Getty Images Equityholders” means all holders of Getty Images Shares or Getty Images Options, which for the avoidance of doubt after the Partnership Liquidation includes partners of the Partnership as of the date of the Business Combination Agreement that hold Getty Images Shares or Getty Images Options following the Partnership Liquidation.

‘‘Getty Images Forecasted Financial Information’’ means certain non-public financial forecasts regarding Getty Images covering Getty Images fiscal years 2021 through 2026.

‘‘Getty Images Internal Forecasts’’ means financial forecasts provided to CCNB by Getty Images for fiscal years 2021 through 2023, which were not for public disclosure.

“Getty Images Management” means the members of Getty Images’ management team.

“Getty Images Option” means any option to purchase one or more Getty Images Common Shares issued pursuant to Getty Images’ equity plan and the applicable Getty Images Option agreement.

“Getty Images Optionholders” means all of the holders of Getty Images Options.

‘‘Getty Images Organic Long-term Growth Model’’ means the Getty Images’ Long-term Organic Growth Model provided by Getty Images’ management to CCNB for diligence purposes and disclosed in CCNB’s 8-K dated December 10, 2021.

“Getty Images Preferred Shares” means shares of preferred stock, par value $0.01 per share, of Getty Images designated as “Series A Preferred Stock” pursuant to the Getty Images Certificate of Incorporation.

“Getty Images Shares” means Getty Images Common Shares and Getty Images Preferred Shares.

“Getty Images Stockholders” means, collectively, (i) holders of Getty Images Common Shares (which for the avoidance of doubt after the Partnership Liquidation includes partners of the Partnership as of the date hereof that hold Getty Images Common Shares following the Partnership Liquidation), and (ii) holders of Getty Images the Preferred Shares.

“Getty Investments” means Getty Investments L.L.C.

“Getty Mergers” means, collectively, the First Getty Merger and the Second Getty Merger.

“Governmental Entity” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator (public or private) or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality, including any state-owned entity, of any federal, state, local or foreign jurisdiction.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Incentive Plan” means the 2022 Equity Incentive Plan, which is an incentive compensation plan for the directors, officers, employees, consultants, and advisors of New CCNB following the Closing and its subsidiaries, including, from and after the Closing, Getty Images and its subsidiaries, a copy of which is attached to this proxy statement/prospectus as Annex N.

 

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“Independent Directors” means Joel Alsfine, James Quella and Jonathan Gear.

“Insider Letter Agreement” means the Letter Agreement, dated July 30, 2020, among CCNB, the Sponsor and certain of CCNB’s officers and/or directors.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means CCNB’s initial public offering, consummated on August 4, 2020, through the sale of 82,800,000 units, including 10,800,000 units from the exercise of the underwriters’ over-allotment option at $10.00 per unit.

“IPO Private Placement” means the issuance of 18,560,000 warrants to the Sponsor upon the closing of the IPO.

“Koch Equity Development” means Koch Equity Development LLC.

“Koch Icon” means Koch Icon Investments, LLC.

“Law” means all laws, acts, statutes, constitutions, treaties, ordinances, codes, rules, regulations, directives, pronouncements, rulings and any Orders of a Governmental Entity, including common law (including fiduciary duties).

“LIBOR” means the London Interbank Offered Rate.

“Maximum Net Indebtedness Amount” means an amount equal to $1,350,000,000.

“Mergers” means the Getty Mergers and Domestication Merger.

“Merger Consideration” means the aggregate consideration to be paid to the Getty Images stockholders (including with respect to the options outstanding as of the effective time of the First Getty Merger) in the First Getty Merger.

“Multiply Group” means Multiply Group, a tech-focused holding company.

“NBOKS” means Neuberger Berman Opportunistic Capital Solutions Master Fund LP.

“NBOKS Side Letter” means the side letter, attached as Annex F to this proxy statement/prospectus, to the (i) Forward Purchase Agreement and (ii) Backstop Agreement, which side letter provides for the assignment of CCNB’s obligations under the Forward Purchase Agreement and the Backstop Agreement to New CCNB to facilitate the Business Combination.

“Net Funded Indebtedness” means, as of 6:00 a.m. Eastern Time on the Closing Date, an amount equal to (a) the sum of the aggregate outstanding principal amount of indebtedness for borrowed money under the (i) Credit Agreement dated as of February 19, 2019, by and among Abe Investment Holdings, Inc. (as the parent borrower), Getty Images, Inc. (as a borrower), Griffey Midco (DE), LLC, J.P. Morgan Chase Bank, N.A., as the administrative agent, and the other parties thereto, (ii) senior unsecured notes in the aggregate principal amount of $300,000,000 issued pursuant to the Indenture, dated as of February 19, 2019, by and among Getty Images, Inc. (as the company) and Wilmington Trust, National Association (as the trustee), as supplemented by that certain First Supplemental Indenture, dated as of February 19, 2019, by and among Getty Images, Inc. (as the company), Wilmington Trust, National Association (as the trustee) and the subsidiary guarantors party thereto from time to time and (iii) any new debt financing, minus (b) Available Cash.

“Net Funded Indebtedness Condition” means that condition to Getty Images’ obligation to consummate the transaction under the Business Combination Agreement requiring the Net Funded Indebtedness to be equal to or less than the Maximum Net Indebtedness Amount.

“New CCNB” means (a) prior to the Statutory Conversion, Vector Holding, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of CCNB, and (b) following the Statutory Conversion, Getty Images Holdings, Inc., a Delaware corporation.

“New CCNB Board” means the board of directors of New CCNB.

 

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“New CCNB Class A Common Stock” means the Class A common stock of New CCNB, par value $0.0001 per share, to be authorized pursuant to the New CCNB Post-Closing Certificate of Incorporation.

“New CCNB Class B Common Stock” means the New CCNB Series B-1 Common Stock and the New CCNB Series B-2 Common Stock.

“New CCNB Common Stock” means the New CCNB Class A Common Stock and the New CCNB Class B Common Stock.

“New CCNB Option” means any option to purchase one or more shares of New CCNB Class A Common Stock issued pursuant to the Incentive Plan.

“New CCNB Post-Closing Certificate of Incorporation” means the certification of incorporation of New CCNB as of and following the Closing, which will be the certificate of incorporation of New CCNB, substantially in the form attached hereto as Annex D.

“New CCNB Post-Closing Bylaws” means the the bylaws of New CCNB following the Closing, which will be the bylaws of the New CCNB, substantially in the form attached hereto as Annex E.

“New CCNB Pre-Closing Bylaws” means the bylaws of New CCNB following the Statutory Conversion, substantially in the form attached hereto as Annex C.

“New CCNB Pre-Closing Certificate of Incorporation” means the certification of incorporation of New CCNB following the Statutory Conversion, which provides rights to two classes of common stock in a manner consistent with the articles of incorporation of CCNB prior to the Statutory Conversion, substantially in the form attached hereto as Annex B.

“New CCNB Pre-Closing Class A Common Stock” means the Class A common stock of New CCNB, par value $0.0001 per share, to be authorized pursuant to the New CCNB Pre-Closing Certificate of Incorporation.

“New CCNB Pre-Closing Class B Common Stock” means the Class B common stock of New CCNB, par value $0.0001, to be authorized pursuant to the New CCNB Pre-Closing Certificate of Incorporation.

“New CCNB Series B-1 Common Stock” means the shares of Series B-1 common stock of New CCNB, par value $0.0001 per share, to be authorized pursuant to the New CCNB Post-Closing Certificate of Incorporation.

“New CCNB Series B-2 Common Stock” means the shares of Series B-2 common stock of New CCNB, par value $0.0001 per share, to be authorized pursuant to the New CCNB Post-Closing Certificate of Incorporation.

“New CCNB Stockholder” means each holder of New CCNB Common Stock.

“New CCNB Warrant” means a warrant that represents the right to acquire shares of New CCNB Class A Common Stock, on the terms set forth in the Warrant Assumption Agreement.

“Non-Consenting Getty Images Stockholder” means those Getty Images Stockholders who did not deliver a written consent adopting the Business Combination Agreement in connection with the execution of the Business Combination Agreement.

“NYSE” means the New York Stock Exchange.

“Optional Equity Cure Amount” means the amount by which Net Funded Indebtedness exceeds Maximum Net Indebtedness.

“Order” means any order, writ, judgment, injunction, temporary restraining order, stipulation, determination, directive, decree or award entered by or with any Governmental Entity or arbitral institution.

“Partnership” means Griffey Investors, L.P., a Delaware limited liability company.

“Partnership Liquidation” means the liquidation of the Partnership in accordance with the governing documents of the Partnership and applicable Law, pursuant to which the Partnership will be liquidated and

 

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each member of the Partnership will be entitled to receive its pro rata portion of Getty Images Common Shares held by the Partnership immediately prior to such liquidation as determined pursuant to the governing documents of the Partnership and applicable Law.

“PCAOB” means Public Company Accounting Oversight Board.

“Permitted Equity Financing” means purchases of shares of New CCNB Class A Common Stock at, on or prior to the Closing by Equity Financing Sources pursuant to the terms of the Business Combination Agreement. As of the date of this proxy statement/prospectus, an aggregate amount of $75,000,000 of shares of New CCNB Class A Common Stock will be purchased pursuant to the Permitted Equity Financing. For more information regarding the rights of New CCNB and CCNB to execute Permitted Equity Financing Subscription Agreements in connection with a Permitted Equity Financing see the section titled “Shareholder Proposal 2: The Business Combination Proposal  — Related Agreements  — Subscription Agreements and Permitted Equity Subscription Agreements.”

“Permitted Equity Subscription Agreement” means the agreements, substantially in the form attached as Annex I to this proxy statement/prospectus, executed by an Equity Financing Source pursuant to which such Equity Financing Source has agreed to purchase for cash shares of New CCNB Class A Common Stock from New CCNB on or prior to the Closing pursuant to the terms of the Business Combination Agreement.

“PIPE Financing” means the PIPE Investment and the Permitted Equity Financing.

“PIPE Investment” means the purchase of an aggregate amount of $150,000,000 of shares of New CCNB Class A Common Stock pursuant to the Subscription Agreements (which will be consummated following the Domestication Merger and prior to the First Getty Merger).

“PIPE Investors” means certain investors, including equityholders of CCNB and Getty Images who entered into subscription agreements with CCNB substantially concurrently with the signing of the Business Combination Agreement.

“PIPE Subscription Agreements” means the agreements, substantially in the form attached as Annex H to this proxy statement/prospectus, that New CCNB and PIPE Investors entered into for a private placement of 15,000,000 shares of New CCNB Class A Common Stock to be consummated on the Closing Date following the Domestication Merger and prior to the First Getty Merger.

“Plan of Merger” means the agreement between CCNB and the Domestication Merger Sub to enter into the Domestication Merger, substantially in the form attached hereto as Annex P.

“Pre-Closing Getty Images Certificate of Incorporation” means that certain Third Amended and Restated Certificate of Incorporation of Getty Images, substantially in the form attached as Exhibit J to the Business Combination Agreement.

“Preferred Cash Consideration” means an amount equal to (a) the Preferred Liquidation Preference minus (b) $150,000,000, as may be adjusted in accordance with the terms of the Business Combination Agreement.

“Preferred Dividend” means the Preferred Cash Consideration payable to Koch Icon in respect of its Getty Images Preferred Shares which may, for the avoidance of doubt, be paid all or in part through a distribution in respect of the Getty Images Preferred Shares immediately prior to Closing by Getty Images.

“Preferred Liquidation Preference” means an amount set forth on the allocation schedule delivered by Getty Images to CCNB in accordance with the Business Combination Agreement and calculated in accordance with the Getty Images Certificate of Incorporation.

“Preferred Stock Consideration” means the number of shares of New CCNB Class A Common Stock equal to the quotient obtained by dividing (a) the result of (i) the Preferred Liquidation Preference minus (ii) the Preferred Cash Consideration and (b) $10.00, as may be adjusted in accordance with the terms of the Business Combination Agreement.

“Private Placement Warrants” means the 18,560,000 warrants to purchase CCNB Class A Ordinary Shares (with each such whole warrant being exercisable for one CCNB Class A Ordinary Share and with an

 

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exercise price of $11.50 per share), held by the Sponsor that were issued to our Sponsor simultaneously with the closing of the IPO in the IPO Private Placement.

“public shareholders” means holders of public shares.

“public shares” means CCNB Class A Ordinary Shares included in the units issued in the IPO.

“public warrants” means the warrants included in the units issued in the IPO, each whole warrant being exercisable for one CCNB Class A Ordinary Share, in accordance with its terms.

“Record Date” means [•], 2022.

“Redemption Price” means, as of March 31, 2022, approximately $10.01 per share.

“Redemption Right” means the right of each public shareholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s CCNB Class A Ordinary Shares, at the Redemption Price in connection with the Shareholders Meeting.

“Registration Rights Agreement” means that certain Registration Rights Agreement, substantially in the form attached as Annex L to this proxy statement/prospectus, to be entered into at Closing by New CCNB, the Sponsor, the Independent Directors and the persons identified therein, pursuant to which, among other things, the parties thereto will be granted certain registration rights on the terms and conditions in such registration rights agreement.

“Required CCNB Shareholder Proposals” means the Business Combination Proposal and the Domestication Merger Proposal.

“Required Vote” means the affirmative vote of CCNB Shareholders required to approve the Required CCNB Shareholder Proposals.

“Restricted Sponsor Shares” means the shares of New CCNB Series B-1 Common Stock and the shares of New CCNB Series B-2 Common Stock.

“Rollover Options” means the New CCNB Options to acquire New CCNB Class A Common Stock resulting from the automatic conversion at the effective time of the First Getty Merger of the Getty Images Options (whether vested or unvested) in accordance with the Business Combination Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Getty Merger” means the merger of G Merger Sub 2 with and into the surviving company of the First Getty Merger, with G Merger Sub 2 surviving the merger as a wholly-owned indirect subsidiary of New CCNB, pursuant to the Business Combination Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholders Meeting” means the Extraordinary General Meeting of CCNB Shareholders that is the subject of this proxy statement/prospectus.

“Solomon” means Solomon Partners Securities, LLC.

“Sponsor” means CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company.

“Sponsor Earn-Out Shares” mean an aggregate of 5,140,000 Founder Shares, which will (a) at the Domestication Merger, convert into 5,140,000 shares of New CCNB Pre-Closing Class B Common Stock and (b) following the Domestication Merger, at the Closing (following and contingent upon the filing of the New CCNB Certification of Incorporation) be exchanged for 2,570,000 shares of New CCNB Series B-1 Common Stock and 2,570,000 shares of New CCNB Series B-2 Common Stock, in each case, in accordance with the Sponsor Side Letter.

“Sponsor Group” means the Sponsor and its affiliates, including CC Holdings and NBOKS.

 

8

 

“Sponsor Side Letter” means that certain Side Letter, substantially in the form attached as Annex G to this proxy statement/prospectus, entered into by and among the Sponsor, the Independent Directors, CC Holdings, NBOKS, CCNB, New CCNB, and the Company.

“Statutory Conversion” means the conversion of New CCNB from a Delaware limited liability company to a Delaware corporation, in accordance with Section 265 of the DGCL and Section 18-216 of the DLLCA, on the business day prior to the Closing.

“Stockholders Agreement” means that certain Stockholders Agreement, substantially in the form attached as Annex K to this proxy statement/prospectus, entered into as of the date of the Business Combination Agreement, by and among the Sponsor, the Founder Holders, the Independent Directors and certain Getty Images Equityholders.

“Termination Date” means July 24, 2022.

“Transaction Common Equity Value” means the sum of (a) the Transaction Equity Value, minus (b) the Preferred Liquidation Preference minus (c) the aggregate purchase price paid or agreed to be paid in accordance with the acquisitions of any Vested Getty Images Options, if applicable.

“Transaction Equity Value” means $2,912,000,000.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of CCNB that holds the proceeds from the IPO and the IPO Private Placement of the private placement units.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of August 4, 2020, by and between CCNB and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“units” means the units of CCNB, each consisting of one CCNB Class A Ordinary Share and one-fourth of one redeemable public warrant of CCNB, whereby each whole public warrant entitles the holder thereof to purchase one CCNB Class A Ordinary Share at an exercise price of $11.50 per share, sold in the IPO.

“U.S.” means the United States.

“U.S. GAAP” means United States generally accepted accounting principles.

“Warrant Assumption Agreement” means the certain Warrant Assignment, Assumption and Amendment Agreement, to be entered into immediately upon the completion of the Domestication Merger and conditioned on the occurrence of the Closing, by and among the Transfer Agent, CCNB and New CCNB.

“Working Capital Loans” means certain loans that may be made by the Sponsor or an affiliate of the Sponsor, or certain of CCNB’s officers and directors in connection with the financing of a business combination.

“Vested Getty Images Option” means each outstanding Getty Images Option held by a Getty Images Optionholder as of immediately prior to the First Effective Time that is vested as of the First Effective Time (including after giving effect to any acceleration of vesting of any Getty Images Options as a result of the Closing).

 

9

 

MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which Getty Images competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, including independent industry publications, reports by market research firms or other published independent sources, assumptions made by Getty Images based on such sources and Getty Images’ knowledge of the visual content market. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. Some market data and statistical information are also based on Getty Images’ good faith estimates, which are derived from management’s knowledge of Getty Images’ industry and such independent sources referred to above. This information may prove to be inaccurate because of the method by which Getty Images obtained some of the data for estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, although Getty Images believes these sources are reliable. Certain market, ranking and industry data included in this proxy statement/prospectus, including the size of certain markets and Getty Images’ size or position and the positions of its competitors within these markets, including its services relative to competitors, are based on estimates of Getty Images management. These estimates have been derived from management’s considerable knowledge and experience in the markets in which Getty Images operates, as well as information obtained from surveys, reports by market research firms, Getty Images customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Getty Images operates. We have not independently verified any third-party information. The industry in which Getty Images operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Getty Images” and elsewhere in this proxy statement/prospectus. The information relating to the industry contained in the section titled “Information About Getty Images,” unless otherwise indicated, has been based on The Global Digital Content Creation Market Share, Trends, Analysis and Forecasts, 2020 – 2030; Global Over the Top (OTT) Market’s Report — Growth, Trends, COVID-19 Impact, and Forecasts (2021 – 2026): Clutch Co.’s 2018 Small Business Survey; research conducted by World Artists Federation and The Observatory International; and PubMatic, Inc., Global Digital Ad Trends, Market Developments Report, 2020.

Certain monetary amounts, percentages, statistics and other figures included in this proxy statement/​prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

TRADEMARKS AND SERVICE MARKS

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which are owned by Getty Images and others that are the property of other organizations. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. The trademarks we own or have the right to use include Getty Images, iStock and Unsplash. We also own or have the rights to use copyrights that protect the content of our products. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/​prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of any thid parties’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any third parties. See “Risk Factors — We may lose the right to use “Getty Images” trademarks in the event we experience a change of control.”

 

10

 

 

•

the loss of and inability to attract and retain key personnel that could negatively impact Getty Images’ business growth;

​

•

the inability to protect the proprietary information of customers and networks against security breaches and protect and enforce intellectual property rights;

​

•

Getty Images’ reliance on third parties;

​

•

the risk that an increase in government regulation of the industries and markets in which Getty Images operates could negatively impact Getty Images’ business;

​

•

the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances in international markets where Getty Images conducts business;

​

•

the risk that claims, lawsuits and other proceedings that have been, or may be, instituted against Getty Images or CCNB could adversely affect Getty Images’ business;

​

•

the risk that the market price of New CCNB’s securities may decline after the closing of the Business Combination;

​

•

the inability to predict the effect that New CCNB's multi-class structure may have on the market price of the New CCNB Class A Common Stock;

​

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

​

•

the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of CCNB Shareholders, or other conditions to closing in the Business Combination Agreement;

​

•

the inability to obtain or maintain the listing of New CCNB Class A Common Stock on the NYSE following the Business Combination;

​

•

the risk that the COVID-19 pandemic and efforts to reduce its spread impacts Getty Images’ business, financial condition, cash flows and operation results more significantly than currently expected;

​

•

the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

​

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of New CCNB following the Closing to grow its business and manage growth profitably;

​

•

costs related to the Business Combination;

​

•

changes in applicable Laws or regulations;

​

•

the possibility that Getty Images or CCNB may be adversely affected by other economic, business, and/or competitive factors; and

​

•

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section titled “Risk Factors.”

​

 

12

 

 

14

 

15

 

16

 

17

 

​

18

 

​

19

 

​

20

 

​

21

 

​

22

 

​

23

 

​

24

 

25

 

26

 

27

 

28

 

29

 

Interests of CCNB’s Directors and Officers and Others in the Business Combination

In considering the recommendation of the CCNB Board to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, shareholders should understand that the Sponsor, the members of the CCNB Board and the executive officers of CCNB have interests in such proposals and the Business Combination that are different from, or in addition to, those of CCNB shareholders generally. The CCNB Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to CCNB shareholders that they approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. CCNB’s shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

These interests include, among other things:

•

the fact that, the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors) have agreed to waive their Redemption Right with respect to any Founder Shares and any public shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price;

​

•

the fact that, pursuant to the Sponsor Side Letter, 5,140,000 of the Founder Shares held by the Sponsor and the Independent Directors will be converted into the Restricted Sponsor Shares. For more information, please see the section titled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Sponsor Side Letter.”

​

•

the fact that if the Business Combination or another business combination is not consummated by August 4, 2022, CCNB will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding CCNB Class A Ordinary Shares for cash and, subject to the approval of its remaining shareholders and the CCNB Board, dissolving and liquidating;

​

•

the fact that 25,700,000 Founder Shares, which are held by the Sponsor (in which certain of CCNB’s officers and directors hold an indirect interest), and the Independent Directors and were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless if the Business Combination or another business combination is not consummated by August 4, 2022, because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such securities may have a higher value than $25,000 (the price paid for such securities) at the time of the Business Combination, estimated to have an aggregate market value of $256.0 million based upon the closing price of $9.96 per public share on the NYSE on June 23, 2022;

​

•

the fact that if the Business Combination or another business combination is not consummated by August 4, 2022, the 18,560,000 Private Placement Warrants held by the Sponsor, in which CCNB’s

​

​

30

 

​

31

 

​

​

​

Securities held by Sponsor Group

​

​

Sponsor Cost at CCNB’s initial public offering ($)

​

CCNB Class A Ordinary Shares

​

​

​

​

—

​

​

​

​

​

—

​

​

Founder Shares

​

​

​

​

25,580,000

​

​

​

​

$

25,000(1)

​

​

Private Placement Warrants(2)

​

​

​

​

18,560,000

​

​

​

​

$

18,560,000

​

​

Total

​

​

​

​

​

​

​

​

​

$

18,585,000

​

​

​

Include cost for 120,000 Founder Shares held by the Independent Directors.

​

(2)

Excludes any Private Placement Warrants that may be issued upon conversion of Working Capital Loans.

​

Sponsor Group Ownership of New CCNB Following the Business Combination

​

​

​

Securities held by Sponsor Group Following the Closing

​

​

Value per Security ($)

​

​

Sponsor Group Cost at Closing ($)

​

​

Total Value ($)

​

Shares of New CCNB Class A Common Stock Issued Pursuant to the PIPE Investment

​

​

​

​

10,000,000

​

​

​

​

$

9.96

​

​

​

​

$

100,000,000

​

​

​

​

$

99,600,000

​

​

Shares of New CCNB Class A Common Stock Issued Pursuant to the Forward Purchase

​

​

​

​

20,000,000

​

​

​

​

$

9.96

​

​

​

​

$

200,000,000

​

​

​

​

$

199,200,000

​

​

Shares of New CCNB Class A Common Stock Issued Upon Conversion of the Founder Shares(1)

​

​

​

​

25,580,000

​

​

​

​

$

9.96

​

​

​

​

​

—

​

​

​

​

$

254,776,800

​

​

Shares of New CCNB Class A Common Stock Issued pursuant to the Backstop(2)

​

​

​

​

30,000,000

​

​

​

​

$

9.96

​

​

​

​

$

300,000,000

​

​

​

​

$

298,800,000

​

​

New CCNB Warrants Issued Pursuant to the Forward Purchase

​

​

​

​

3,750,000

​

​

​

​

$

0.39

​

​

​

​

​

—

​

​

​

​

$

1,462,500

​

​

Private Placement Warrants(3)

​

​

​

​

19,410,000

​

​

​

​

$

0.39

​

​

​

​

​

—

​

​

​

​

$

7,569,900

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

600,000,000

​

​

​

​

$

861,409,200

​

​

​

(1)

Includes 2,558,000 shares of New CCNB Series B-1 Common Stock and 2,558,000 shares of New CCNB Series B-2 Common Stock held by the Sponsor following the consummation of the Business Combination, which are each convertible into shares of New CCNB Class A Common Stock upon meeting certain vesting criteria as described in Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Sponsor Side Letter.”

​

(2)

Assumes that the full Backstop is subscribed for by NBOKS, and therefor this is the maximum amount of securities issued pursuant to the Backstop. To the extent not used, or used only partially, this number will be reduced.

​

(3)

Includes 850,000 New CCNB Warrants that may be issued upon conversion of the $850,000 in Working Capital Loans, outstanding as of June 27, 2022.

​

•

the fact that the Sponsor, CCNB’s officers and directors, and their respective affiliates are entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on CCNB’s behalf related to identifying, investigating, negotiating and completing an initial business combination. However, if CCNB fails to consummate a business combination by August 4, 2022, they will not have any claim against the Trust Account for reimbursement. Accordingly, CCNB may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within such period. As of May 28, 2022, the total aggregate amount of out-of-pocket expenses expected to be repaid by CCNB upon consummation of the Business Combination is less than $775,000;

​

​

32

 

33

 

34

 

35

 

dilution as a consequence of the issuance of New CCNB Class A Common Stock as consideration in the Business Combination and in the Forward Purchase Agreement, Backstop Agreement and PIPE Financing.”

No Redemption(1)

​	​	​	Source of Funds				​
​	​	​	(in millions)				​
Existing Cash held in Trust Account(2)	​	​	​	$	828.8	​	​
Forward Purchase Agreement	​	​	​	​	200.0	​	​
PIPE Investment	​	​	​	​	225.0	​	​
Backstop	​	​	​	​	—	​	​
Balance Sheet Cash(2)	​	​	​	​	210.8	​	​
Total Sources	​	​	​	$	1,464.7	​	​

​	​	​	Uses				​
​	​	​	(in millions)				​
Existing Debt Paydown	​	​	​	$	651.0	​	​
Shareholder Redemptions	​	​	​	​	—	​	​
Preferred Paydown(3)	​	​	​	​	602.6	​	​
Cash to New CCNB Balance Sheet	​	​	​	​	104.0	​	​
Estimated Transaction Fees and Expenses(4)	​	​	​	​	107.1	​	​
Total Uses	​	​	​	$	1,464.7	​	​

​

​	​	​	Source of Funds				​
​	​	​	(in millions)				​
Existing Cash held in Trust Account(2)	​	​	​	$	828.8	​	​
Forward Purchase Agreement	​	​	​	​	200.0	​	​
PIPE Investment	​	​	​	​	225.0	​	​
Backstop	​	​	​	​	300.0	​	​
Balance Sheet Cash(2)	​	​	​	​	210.8	​	​
Total Sources	​	​	​	$	1,764.7	​	​

​	​	​	Uses				​
​	​	​	(in millions)				​
Existing Debt Paydown	​	​	​	$	309.3	​	​
Shareholder Redemptions(3)	​	​	​	​	641.7	​	​
Preferred Paydown(4)	​	​	​	​	602.6	​	​
Cash to New CCNB Balance Sheet	​	​	​	​	104.0	​	​

36

 

​	​	​	Uses				​
​	​	​	(in millions)				​
Estimated Transaction Fees and Expenses(5)	​	​	​	​	107.1	​	​
Total Uses	​	​	​	$	1,764.7	​	​
​

​

​

37

 

38

 

39

 

​

40

 

​

41

 

Comparative Per Share Information

Comparative Per Share Data of CCNB

The following table sets forth the closing market prices per share of CCNB’s units, public shares and public warrants as reported by the NYSE on December 9, 2021, the last trading day before the Business Combination was publicly announced.

Trading Date

​

​

Units (PRPB.U)

​

​

Public Shares (PRPB)

​

​

Public Warrants (PRPB WS)

​

December 9, 2021

​

​

​

$

10.18

​

​

​

​

$

9.89

​

​

​

​

$

1.10

​

​

42

 

43

 

44

 

​

45

 

​

46

 

47

 

​

48

 

​

49

 

​

50

 

​

51

 

​

52

 

​

53

 

​

​

​

Securities held by Sponsor Group

​

​

Sponsor Cost at CCNB’s initial public offering ($)

​

CCNB Class A Ordinary Shares

​

​

​

​

—

​

​

​

​

​

—

​

​

Founder Shares

​

​

​

​

25,580,000

​

​

​

​

$

25,000(1)

​

​

Private Placement Warrants(2)

​

​

​

​

18,560,000

​

​

​

​

$

18,560,000

​

​

Total

​

​

​

​

​

​

​

​

​

$

18,585,000

​

​

​

Include cost for 120,000 Founder Shares held by the Independent Directors.

​

(2)

Excludes any Private Placement Warrants that may be issued upon conversion of Working Capital Loans.

​

Sponsor Group Ownership of New CCNB Following the Business Combination

​

​

​

Securities held by Sponsor Group Following the Closing

​

​

Value per Security ($)

​

​

Sponsor Group Cost at Closing ($)

​

​

Total Value ($)

​

Shares of New CCNB Class A Common Stock Issued Pursuant to the PIPE Investment

​

​

​

​

10,000,000

​

​

​

​

$

9.96

​

​

​

​

$

100,000,000

​

​

​

​

$

99,600,000

​

​

Shares of New CCNB Class A Common Stock Issued Pursuant to the Forward Purchase

​

​

​

​

20,000,000

​

​

​

​

$

9.96

​

​

​

​

$

200,000,000

​

​

​

​

$

199,200,000

​

​

Shares of New CCNB Class A Common Stock Issued Upon Conversion of the Founder Shares(1)

​

​

​

​

25,580,000

​

​

​

​

$

9.96

​

​

​

​

​

—

​

​

​

​

$

254,776,800

​

​

Shares of New CCNB Class A Common Stock Issued pursuant to the Backstop(2)

​

​

​

​

30,000,000

​

​

​

​

$

9.96

​

​

​

​

$

300,000,000

​

​

​

​

$

298,800,000

​

​

New CCNB Warrants Issued Pursuant to the Forward Purchase

​

​

​

​

3,750,000

​

​

​

​

$

0.39

​

​

​

​

​

—

​

​

​

​

$

1,462,500

​

​

Private Placement Warrants(3)

​

​

​

​

19,410,000

​

​

​

​

$

0.39

​

​

​

​

​

—

​

​

​

​

$

7,569,900

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

600,000,000

​

​

​

​

$

861,409,200

​

​

​

(1)

Includes 2,558,000 shares of New CCNB Series B-1 Common Stock and 2,558,000 shares of New CCNB Series B-2 Common Stock held by the Sponsor following the consummation of the Business Combination, which are each convertible into shares of New CCNB Class A Common Stock upon meeting certain vesting criteria as described in Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Sponsor Side Letter.”

​

(2)

Assumes that the full Backstop is subscribed for by NBOKS, and therefor this is the maximum amount of securities issued pursuant to the Backstop. To the extent not used, or used only partially, this number will be reduced.

​

(3)

Includes 850,000 New CCNB Warrants that may be issued upon conversion of the $850,000 in Working Capital Loans, outstanding as of June 27, 2022.

​

•

the fact that the Sponsor, CCNB’s officers and directors, and their respective affiliates are entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on CCNB’s behalf related to identifying, investigating, negotiating and completing an initial business combination.

​

​

54

 

55

 

56

 

​

57

 

​

​

​

Assuming No Redemption(1)

​

​

Assuming Illustrative Redemption(2)

​

​

Assuming Contractual Maximum Redemption with Available Backstop(3)

​

​

Assuming Contractual Maximum Redemption with No Backstop(4)

​

​

Assuming Charter Redemption Limitation(5)

​

Shareholders

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

CCNB’s public stockholders

​

​

​

​

82,800,000

​

​

​

​

​

19.4%

​

​

​

​

​

41,400,000

​

​

​

​

​

10.0%

​

​

​

​

​

18,698,693

​

​

​

​

​

4.8%

​

​

​

​

​

48,668,896

​

​

​

​

​

12.4%

​

​

​

​

​

499,504

​

​

​

​

​

0.1%

​

​

Sponsor Group and the Independent Directors(6)

​

​

​

​

55,700,000

​

​

​

​

​

13.1%

​

​

​

​

​

85,700,000

​

​

​

​

​

20.7%

​

​

​

​

​

85,700,000

​

​

​

​

​

21.9%

​

​

​

​

​

55,700,000

​

​

​

​

​

14.2%

​

​

​

​

​

85,700,000

​

​

​

​

​

21.9%

​

​

Multiply Group Permitted Equity Financing(7)

​

​

​

​

7,500,000

​

​

​

​

​

1.8%

​

​

​

​

​

7,500,000

​

​

​

​

​

1.8%

​

​

​

​

​

7,500,000

​

​

​

​

​

1.9%

​

​

​

​

​

7,500,000

​

​

​

​

​

1.9%

​

​

​

​

​

7,500,000

​

​

​

​

​

1.9%

​

​

New CCNB Warrants(8)

​

​

​

​

43,860,000

​

​

​

​

​

10.3%

​

​

​

​

​

43,860,000

​

​

​

​

​

10.6%

​

​

​

​

​

43,860,000

​

​

​

​

​

11.2%

​

​

​

​

​

43,860,000

​

​

​

​

​

11.2%

​

​

​

​

​

43,860,000

​

​

​

​

​

11.2%

​

​

58

 

​

​

​

Assuming No Redemption(1)

​

​

Assuming Illustrative Redemption(2)

​

​

Assuming Contractual Maximum Redemption with Available Backstop(3)

​

​

Assuming Contractual Maximum Redemption with No Backstop(4)

​

​

Assuming Charter Redemption Limitation(5)

​

Shareholders

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

Getty Images Stockholders(9)

​

​

​

​

235,943,716

​

​

​

​

​

55.4%

​

​

​

​

​

235,943,716

​

​

​

​

​

56.9%

​

​

​

​

​

235,943,716

​

​

​

​

​

60.2%

​

​

​

​

​

235,943,716

​

​

​

​

​

60.2%

​

​

​

​

​

254,161,000

​

​

​

​

​

64.9%

​

​

Total Shares Outstanding Including New CCNB Warrants

​

​

​

​

425,803,716

​

​

​

​

​

100.0%

​

​

​

​

​

414,403,716

​

​

​

​

​

100.0%

​

​

​

​

​

391,702,409

​

​

​

​

​

100.0%

​

​

​

​

​

391,672,612

​

​

​

​

​

100.0%

​

​

​

​

​

391,720,504(10)

​

​

​

​

​

100.0%

​

​

​

​

​

​

Assuming No Redemption(1)

​

​

Assuming Illustrative Redemption(2)

​

​

Assuming Contractual Maximum Redemption with Available Backstop(3)

​

​

Assuming Contractual Maximum Redemption with No Backstop(4)

​

​

Assuming Charter Redemption Limitation(5)

​

Additional Dilution Sources

​

​

Ownership in Shares

​

​

Equity %(11)

​

​

Ownership in Shares

​

​

Equity %(11)

​

​

Ownership in Shares

​

​

Equity %(11)

​

​

Ownership in Shares

​

​

Equity %(11)

​

​

Ownership in Shares

​

​

Equity %(11)

​

Earn-Out Shares

​

​

​

​

59,000,000

​

​

​

​

​

11.1%

​

​

​

​

​

59,000,000

​

​

​

​

​

11.4%

​

​

​

​

​

59,000,000

​

​

​

​

​

11.9%

​

​

​

​

​

59,000,000

​

​

​

​

​

11.8%

​

​

​

​

​

59,000,000

​

​

​

​

​

11.9%

​

​

Shares Repurchased from Vested Options Exercise Proceeds(12)

​

​

​

​

8,593,520

​

​

​

​

​

1.6%

​

​

​

​

​

8,593,520

​

​

​

​

​

1.7%

​

​

​

​

​

8,593,520

​

​

​

​

​

1.7%

​

​

​

​

​

8,593,520

​

​

​

​

​

1.7%

​

​

​

​

​

8,593,520

​

​

​

​

​

1.7%

​

​

Equity Incentive Plan

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2022 EIP

​

​

​

​

27,318,706

​

​

​

​

​

5.1%

​

​

​

​

​

26,748,706

​

​

​

​

​

5.1%

​

​

​

​

​

25,613,641

​

​

​

​

​

5.2%

​

​

​

​

​

25,612,151

​

​

​

​

​

5.2%

​

​

​

​

​

25,614,545

​

​

​

​

​

5.2%

​

​

2022 ESPP

​

​

​

​

5,000,000

​

​

​

​

​

0.9%

​

​

​

​

​

5,000,000

​

​

​

​

​

1.0%

​

​

​

​

​

5,000,000

​

​

​

​

​

1.0%

​

​

​

​

​

5,000,000

​

​

​

​

​

1.0%

​

​

​

​

​

5,000,000

​

​

​

​

​

1.0%

​

​

2022 EOP

​

​

​

​

6,000,000

​

​

​

​

​

1.1%

​

​

​

​

​

6,000,000

​

​

​

​

​

1.2%

​

​

​

​

​

6,000,000

​

​

​

​

​

1.2%

​

​

​

​

​

6,000,000

​

​

​

​

​

1.2%

​

​

​

​

​

6,000,000

​

​

​

​

​

1.2%

​

​

Total Additional Dilution Sources

​

​

​

​

105,912,226

​

​

​

​

​

19.9%

​

​

​

​

​

105,342,226

​

​

​

​

​

20.3%

​

​

​

​

​

104,207,161

​

​

​

​

​

21.0%

​

​

​

​

​

104,205,671

​

​

​

​

​

21.0%

​

​

​

​

​

104,208,065

​

​

​

​

​

21.0%

​

​

​

​

​

Assuming No Redemption(1)

​

​

Assuming Illustrative Redemption(2)

​

​

Assuming Contractual Maximum Redemption with Available Backstop(3)

​

​

Assuming Contractual Maximum Redemption with No Backstop(4)

​

​

Assuming Charter Redemption Limitation(5)

​

Deferred Discount

​

​

Amount ($)

​

​

% of Trust Account

​

​

Amount ($)

​

​

% of Trust Account

​

​

Amount ($)

​

​

% of Trust Account

​

​

Amount ($)

​

​

% of Trust Account

​

​

Amount ($)

​

​

% of Trust Account

​

Effective Deferred Discount(13)

​

​

​

​

28,980,000

​

​

​

​

​

3.5%

​

​

​

​

​

28,980,000

​

​

​

​

​

7.0%

​

​

​

​

​

28,980,000

​

​

​

​

​

15.5%

​

​

​

​

​

28,980,000

​

​

​

​

​

6.0%

​

​

​

​

​

28,980,000

​

​

​

​

​

579.6%

​

​

​	​	​	Per Share Value				​
Trust Value	​	​	​	$	828,823,235	​	​
Total Class A Ordinary Shares	​	​	​	​	82,800,000	​	​
Trust Value Per Class A Ordinary Shares	​	​	​	$	10.01	​	​

​

​

​

Assuming No Redemption(1)

​

​

Assuming Illustrative Redemption(2)

​

​

Assuming Contractual Maximum Redemption with Available Backstop(3)

​

​

Assuming Contractual Maximum Redemption with No Backstop(4)

​

​

Assuming Charter Redemption Limitation(5)

​

Redemptions ($)

​

​

​

$

—

​

​

​

​

$

414,411,618

​

​

​

​

$

641,650,394

​

​

​

​

$

341,650,387

​

​

​

​

$

823,823,234

​

​

Redemptions (Shares)

​

​

​

​

—

​

​

​

​

​

41,400,000

​

​

​

​

​

64,101,307

​

​

​

​

​

34,131,104

​

​

​

​

​

82,300,497

​

​

Effective Deferred Discount

​

​

​

$

28,980,000

​

​

​

​

$

28,980,000

​

​

​

​

$

28,980,000

​

​

​

​

$

28,980,000

​

​

​

​

$

28,980,000

​

​

Cash Left in Trust Account following Redemptions minus Effective Deferred Discount

​

​

​

$

799,843,235

​

​

​

​

$

385,431,617

​

​

​

​

$

158,192,841

​

​

​

​

$

458,192,848

​

​

​

​

​

N/A(14)

​

​