CC NEUBERGER PRINCIPAL HOLDINGS II : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure contained in Item 2.03 is incorporated by reference in this Item
1.01.


Item 2.03    Creation of a Direct Financial Obligation or an Obligation under
             an Off-Balance Sheet Arrangement of a
             Registrant.

On January 7, 2022, CC Neuberger Principal Holdings II (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $800,000 to CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"). The Note does not bear interest and is repayable in full upon consummation of the Company's initial business combination (a "Business Combination"). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated August 4, 2020, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.00 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are provided as part of this Form 8-K:



Exhibit
  No.       Description

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

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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