Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated
into this Item 7.01 by reference, is an updated analyst presentation being used
in connection with the proposed business combination (the "Business
Combination") between CC Neuberger Principal Holdings I ("CCNB1") and E2open
Holdings, LLC ("E2open"). This Amendment No. 1 on Form 8-K/A is being filed
solely for the purpose of filing as Exhibit 99.1 hereto a revised version of the
analyst presentation.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act, of 1934, as amended (the "Exchange Act") or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
Additional Information
In connection with the Business Combination, including the domestication of
CCNB1 as a Delaware corporation, CCNB1 filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 containing a
preliminary proxy statement and a preliminary prospectus of CCNB1, and after the
registration statement is declared effective, CCNB1 will mail a definitive proxy
statement/prospectus relating to the Business Combination to its shareholders.
This Current Report on Form 8-K does not contain all the information that should
be considered concerning the Business Combination and is not intended to form
the basis of any investment decision or any other decision in respect of the
Business Combination. CCNB1's shareholders and other interested persons are
advised to read the preliminary proxy statement/prospectus and, when available,
any amendments thereto, the definitive proxy statement/prospectus and other
documents filed in connection with the Business Combination, as these materials
will contain important information about CCNB1, E2open and the Business
Combination. When available, the definitive proxy statement/prospectus and other
relevant materials for the Business Combination will be mailed to shareholders
of CCNB1 as of the record date that was established for voting on the Business
Combination. Shareholders are able to obtain copies of the preliminary proxy
statement/prospectus and, once available, the definitive proxy
statement/prospectus and other documents filed with the SEC, without charge, at
the SEC's website at www.sec.gov, or by directing a request to: CC Neuberger
Principal Holdings I, 200 Park Avenue, 58th Floor, New York, NY 10166.
Participants in the Solicitation
CCNB1 and its directors and executive officers may be deemed participants in the
solicitation of proxies from CCNB1's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in CCNB1 is contained in CCNB1's final prospectus
related to its initial public offering, dated April 23, 2020, which was filed
with the SEC and is available free of charge at the SEC's website at
www.sec.gov, or by directing a request to CC Neuberger Principal Holdings I, 200
Park Avenue, 58th Floor, New York, NY 10166. Additional information regarding
the interests of such participants will be contained in the definitive proxy
statement/prospectus for the Business Combination when available.
E2open and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of CCNB1 in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination will be included in the definitive proxy statement/prospectus for
the Business Combination when available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of CCNB1 or E2open, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the
Securities Act.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements. Forward-looking statements generally relate to
future events or CCNB1's or E2open's future financial or operating performance.
For example, projections of future growth, financial performance, and other
metrics are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or
"continue," or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by CCNB1 and its management, and E2open and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Business Combination; (2) the outcome
of any legal proceedings that may be instituted against CCNB1, the combined
company or others following the announcement of the Business Combination and any
definitive agreements with respect thereto; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders
of CCNB1, to obtain financing to complete the Business Combination or to satisfy
other conditions to closing; (4) changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the Business Combination; (5) the ability to meet stock exchange
listing standards following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans and operations
of E2open as a result of the announcement and consummation of the Business
Combination; (7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related to the Business Combination; (9) changes in
applicable laws or regulations; (10) the possibility that E2open or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (11) E2open's estimates of expenses and profitability; and
(12) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in CCNB1's
final prospectus relating to its initial public offering, dated April 23, 2020.
Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made.
Neither CCNB1 nor E2open undertakes any duty to update these forward-looking
statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The following exhibit is provided as part of this Form 8-K:
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit No. Description
99.1 Analyst Presentation, dated January 2021.
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