424B3 1 tm222601-18_424b3.htm 424B3 tm222601-18_424b3 - none - 137.9536881s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-262203
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF CC NEUBERGER PRINCIPAL HOLDINGS II
PROSPECTUS FOR
194,459,796 SHARES OF CLASS A COMMON STOCK, 2,570,000 SHARES OF SERIES B-1 COMMON
STOCK, 2,570,000 SHARES OF SERIES B-2 COMMON STOCK AND 39,260,000 WARRANTS TO PURCHASE CLASS A COMMON STOCK
OF
VECTOR HOLDING, LLC
(TO BE RENAMED GETTY IMAGES HOLDINGS, INC.)
To the Shareholders of CC Neuberger Principal Holdings II:
You are cordially invited to attend the Extraordinary General Meeting (the “Shareholders Meeting”) of CC Neuberger Principal Holdings II (“CCNB”) on July 19, 2022 at 9:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, for the purpose of voting on CCNB’s proposed Business Combination (as defined below) with Griffey Global Holdings, Inc. (“Getty Images”) and the other matters described in the accompanying proxy statement/prospectus.
The board of directors of CCNB (the “CCNB Board”) has unanimously approved the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement”), by and among CCNB, Vector Holding, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of CCNB (“New CCNB”), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of 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”), Getty Images and Griffey Investors, L.P., a Delaware limited partnership, solely for the purposes of certain sections set forth therein, pursuant to which (a) on the business day prior to the date of the closing of the Business Combination (the “Closing Date”), New CCNB will statutorily convert from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”) and at 12:01 a.m. on the Closing Date, CCNB will be merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB (the “Domestication Merger”), (b) on the Closing Date following the Domestication Merger, G Merger Sub 1 will be merged with and into Getty Images, with Getty Images surviving the merger as an indirect wholly-owned subsidiary of New CCNB (the “First Getty Merger”) and (c) immediately after the First Getty Merger, Getty Images will be merged with and into G Merger Sub 2 with G Merger Sub 2 surviving the merger as an indirect wholly-owned subsidiary of New CCNB (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers”). The transactions contemplated by the Business Combination Agreement, including the Statutory Conversion, the Domestication Merger, the First Getty Merger and the Second Getty Merger, are referred to herein as the “Business Combination.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A. In connection with the Business Combination, New CCNB will change its name to “Getty Images Holdings, Inc.”
In addition, in connection with CCNB’s initial public offering (“IPO”), CCNB entered into (a) that certain Forward Purchase Agreement, dated August 4, 2020 (the “Forward Purchase Agreement”), with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), which provides for the purchase of up to 20,000,000 shares of Class A common stock of New CCNB (“New CCNB Class A Common Stock”), par value $0.0001 per share (the “Forward Purchase Shares”), plus 3,750,000 redeemable warrants to purchase one share of New CCNB Class A Common Stock at $11.50 per share (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for a purchase price of $200,000,000 or $10.00 per share of New CCNB Class A Common Stock (the “Forward Purchase Amount”), in a private placement to close concurrently with the closing of CCNB’s initial business combination (which will be the Business Combination should it occur) The purchase of the Forward Purchase Securities will be made regardless of whether any Class A ordinary shares of CCNB (“CCNB Class A Ordinary Shares”) included in the units issued in the IPO (“public shares”) are redeemed by CCNB’s public shareholders. The Forward Purchase Securities will be issued only in connection with the closing of the Business Combination (the “Closing”). The proceeds from the sale of Forward Purchase Securities will be 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 July 19, 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.
[MISSING IMAGE: sg_chinh-bw.jpg]
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.
This proxy statement/prospectus is dated June 30, 2022, and is expected to be first mailed to CCNB Shareholders on or about June 30, 2022.

 
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 July 19, 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”);
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
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”).
 

 
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;
 

 

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;

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;

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);

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

any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
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 May 11, 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
(ii)
prior to 5:00 p.m., Eastern Time, on July 15, 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.
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,
[MISSING IMAGE: sg_chinh-bw.jpg]
Chinh E. Chu
Director and Chief Executive Officer
New York, New York
June 30, 2022
This notice was mailed by CCNB on June 30, 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.
 

 
ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about CCNB from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain this proxy statement/prospectus free of charge by requesting it in writing or by telephone from the appropriate company at the following address and telephone number:
CC Neuberger Principal Holdings II
200 Park Avenue, 58th Floor
New York, New York 10166
(212) 355-5515
or
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: PRPB.info@investor.morrowsodali.com
To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Shareholders Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
 

 
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.
CC Capital” means CC Capital Partners, LLC.
CC Holdings” means CC NB Sponsor 2 Holdings LLC, a Delaware limited liability company.
CCNB” means CC Neuberger Principal Holdings II, a Cayman Islands exempted company.
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 May 11, 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.
 
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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).
 
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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.”
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;

the future financial performance of New CCNB following the Business Combination;

the impact of the COVID-19 pandemic on Getty Images’ business;

changes in the market for Getty Images’ services;

expansion plans and opportunities; and

other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding whether to redeem your shares, how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include:

the inability of Getty Images to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs;

Getty Images’ ability to attract new customers and retain and motivate an increase in spending by its existing customers;

the user experience of Getty Images’ customers on its website;

the extent to which Getty Images is able to maintain and expand the breadth and quality of our content library through content licensed from third-party suppliers, content acquisitions and imagery captured by its staff of inhouse photographers;

the mix of and basis upon which Getty Images licenses its content, including the price-points at, and the license models and purchase options through, which Getty Images licenses its content;

the risk that Getty Images operates in a highly competitive market;

the risk that Getty Images is unable to successfully execute its business strategy;

the inability of Getty Images to effectively manage its growth;

the risk that Getty Images may lose the right to use “Getty Images” trademarks;

the inability to evaluate Getty Images’ future prospects and challenges due to evolving markets and customers’ industries;

the risk that Getty Images’ operation in and continued expansion into international markets bring additional business, political, regulatory, operational, financial and economic risks;

the inability to expand Getty Images’ operations into new products, services and technologies and to increase customer and supplier awareness of new and emerging products and services;
 
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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.”
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
Parties to the Business Combination
Getty Images
For over 25 years, Getty Images, Inc. (“Getty Images”) has been synonymous with the very best visual content. Getty Images was founded in 1995, with the core mission of bringing the world’s best creative and editorial content solutions to its customers to engage their audiences. With a consistently differentiated and high-quality content offering at its core, Getty Images has a rich history of embracing disruption and innovation with regard to how that content is packaged, accessed, licensed and distributed to an evolving universe of customers. Getty Images is a preeminent global visual content creator and marketplace. Getty Images has developed market enhancements across e-commerce, content subscriptions, user-generated content, diverse and inclusive content, and proprietary research alongside investment in its technology platform to become a global, trusted industry leader in the visual content space.
Compelling and impactful visual content is the lifeblood of Getty Images’ business. Getty Images’ content offering is generated through a base of more than 488,000 contributors, approximately 300 premium content partners, a dedicated staff of content experts who guide and contribute to the creation of award-winning content, and a unique and comprehensive visual archive collection covering a broad range of subject matter. Collectively, these represent a growing library of over 486 million visual assets that delivers unmatched depth, breadth, and quality to meet the expanding needs of Getty Images’ growing customer base.
[MISSING IMAGE: tm222601d9-pht_busines4c.jpg]
Getty Images reaches all customer segments: corporate, agency and media. Through its premier brands Getty Images, iStock and Unsplash, Getty Images reaches customers from the largest enterprises to the smallest businesses and individual creators. Almost half of Getty Images’ revenue is through annual subscriptions with strong customer loyalty, as demonstrated through high revenue retention rates. In addition, Getty Images maintains deep integrations with internet platforms, ensuring broad access to its content across the creative economy.
While Getty Images goes to market through its Getty Images, iStock, and Unsplash brands, Getty Images categorizes its content and services into three categories — Creative, Editorial and Other. Creative refers to photos, illustrations, vectors, and videos that are released for commercial use. Creative content covers a wide variety subjects, including lifestyle, business, science, health and audiences. This content includes
 
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over 188 million digital assets. Editorial refers to photos and video, which cover the world of news, sports and entertainment. From red carpet events to sports to conflict zones and beyond, prior to the COVID-19 pandemic, Getty Images covered and represented approximately 160,000 events around the globe. Getty Images’ Editorial business combines contemporary coverage of more than 157 million rights managed assets with the largest privately held photographic archive containing over 135 million archive images dating from 2000 all the way back to the beginning of photography. Getty Images invests to generate its own coverage through an editorial team of nearly 300 dedicated staff and Getty Images combines this with coverage from its network of contributors, including over 50 premium editorial content partners. Products within Other include music licensing, digital asset management and distribution services, wall décor sales, data revenues and certain retired products such as Rights Managed.
[MISSING IMAGE: tm222601d9-pht_creativ4c.jpg]
The mailing address of Getty Images’ principal executive office is 605 5th Ave S. Suite 400, Seattle, WA 98104 and its telephone number is (206) 925-5000.
CCNB
CCNB is a blank check company, which was incorporated as a Cayman Islands exempted company on May 12, 2020. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or sector.
On August 4, 2020, CCNB consummated the IPO of 82,800,000 units, including the issuance of 10,800,000 additional units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions.
Simultaneously with the closing of the IPO, CCNB consummated the IPO Private Placement of 18,560,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor, generating gross proceeds of approximately $18.6 million.
Upon the closing of the IPO and the IPO Private Placement, $828.0 million ($10.00 per unit) of the net proceeds of the IPO and the sale of the Private Placement Warrants were placed in the Trust Account, located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government
 
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treasury obligations, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.
CCNB’s units, public shares and public warrants are currently listed on the NYSE under the symbols “PRPB.U “PRPB” and “PRPB WS,” respectively.
New CCNB
New CCNB is a Delaware limited liability company and wholly-owned subsidiary of CCNB that was formed on November 15, 2021.
The registered address of New CCNB is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
Domestication Merger Sub
Domestication Merger Sub is a Delaware limited liability company and wholly-owned subsidiary of New CCNB that was formed on November 15, 2021. Domestication Merger Sub was formed to facilitate the Getty Mergers.
The registered address of Domestication Merger Sub is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
G Merger Sub 1
G Merger Sub 1 is a Delaware limited liability company and wholly-owned subsidiary of CCNB that was formed on November 15, 2021. G Merger Sub 1 was formed to facilitate the Getty Mergers.
The registered address of G Merger Sub 1 is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
G Merger Sub 2
G Merger Sub 2 is a Delaware limited liability company and wholly-owned subsidiary of CCNB that was formed on November 15, 2021. G Merger Sub 2 was formed to facilitate the Getty Mergers.
The registered address of G Merger Sub 2 is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
The Proposals to be Submitted at the Shareholders Meeting
The following is a summary of the CCNB Shareholder Proposals to be submitted to the CCNB Shareholders at the Shareholders Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Required CCNB Shareholder Proposals are approved at the Shareholders Meeting.
Shareholder Proposal 1: The Domestication Merger Proposal
As discussed in this proxy statement/prospectus, CCNB is asking its shareholders to approve by special resolution the Domestication Merger Proposal. Under the Business Combination Agreement, the approval of the Domestication Merger Proposal is also a condition to the consummation of the Business Combination. The CCNB Board has unanimously approved and recommends that the CCNB Shareholders approve, and CCNB Shareholders are being asked to consider and vote upon a proposal to approve (the “Domestication Merger Proposal”), CCNB merging with and into Domestication Merger Sub in accordance with Section 18-209 of the DLLCA and cease 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. Accordingly, while CCNB is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the effectiveness of the Domestication Merger, CCNB will cease to
 
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exist in the Cayman Islands and New CCNB will be governed by the DGCL. We encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”
In connection with the Domestication Merger, effective as of 12:01 a.m. Eastern Time on the Closing Date and prior to the Closing, (i) each CCNB Class A Ordinary Share outstanding immediately prior to the Domestication Merger will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one share of New CCNB Pre-Closing Class A Common Stock, (ii) each CCNB Class B Ordinary Share outstanding immediately prior to the Domestication Merger will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one share of New CCNB Pre-Closing Class B Common Stock, and (iii) each CCNB Warrant outstanding immediately prior to the Domestication Merger will automatically cease to represent a right to acquire CCNB Class A Ordinary Shares and will instead represent a right to acquire shares of New CCNB Pre-Closing Class A Common Stock on the same contractual terms and conditions as were in effect immediately prior to the Domestication Merger in accordance with and subject to the terms of the Warrant Assumption Agreement. Pursuant to the Domestication Merger, CCNB will file the requisite documents in order to receive a certificate merger from the Registrar of Companies of the Cayman Islands.
In connection with the Domestication Merger, following the Domestication Merger but prior to the consummation of the PIPE Investment, the Permitted Equity Financing and the consummation of the transactions contemplated by the Forward Purchase Agreement and the Backstop Agreement (if applicable), at the Closing, New CCNB will amend and restate the New CCNB Pre-Closing Certificate of Incorporation in the form of the New CCNB Post-Closing Certificate of Incorporation to provide for, among other things, the shares of New CCNB Class A Common Stock and the shares of New CCNB Class B Common Stock and, following and contingent upon the filing of the New CCNB Certification of Incorporation, (i) the shares of New CCNB Pre-Closing Class A Common Stock will thereafter be shares of New CCNB Class A Common Stock and (ii) (a) a number of shares of New CCNB Pre-Closing Class B Common Stock equal to the number of Sponsor Earn-Out Shares will thereafter be shares of New CCNB Class B Common Stock and (b) the remaining shares of New CCNB Pre-Closing Class B Common Stock will automatically be converted to shares of New CCNB Class A Common Stock in accordance with the Sponsor Side Letter. Please read the section titled “Shareholder Proposal 1: The Domestication Merger Proposal” for further details.
Shareholder Proposal 2: The Business Combination Proposal
As discussed in this proxy statement/prospectus, CCNB is asking its shareholders to approve by ordinary resolution the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. The Business Combination Agreement provides that, among other things, CCNB will acquire a majority of the equity interests in Getty Images through a series of mergers, with Getty Images becoming an indirect subsidiary of New CCNB. After consideration of the factors identified and discussed in the section titled “Shareholder Proposal 2: The Business Combination Proposal — CCNB Board’s Reasons for the Approval of the Business Combination” the CCNB Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for the IPO, including that the businesses of Getty Images had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Shareholder Proposal 2: The Business Combination Proposal.” CCNB shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus and the transactions contemplated thereby.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First Getty Merger (and, for the avoidance of doubt, following the Partnership Liquidation) (the “First Effective Time”), (a) each Getty Images Share that is issued and outstanding immediately prior to the First Effective Time (including Getty Images Shares resulting from the Partnership Liquidation, but excluding Getty Images Shares as to which appraisal rights have been properly exercised in accordance with Delaware law and Getty Images Shares held by Getty Images as treasury stock) will be cancelled and converted into the right to receive the applicable portion of the merger consideration, in accordance with the applicable portion of the merger consideration in accordance with an allocation schedule
 
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to be provided by Getty Images (the “Allocation Schedule”) that will set forth the allocation of the merger consideration (including the Earn-Out Shares (as defined below)) among the equityholders of Getty Images, consisting of (i) with respect to each holder of Getty Images Common Shares, a number of shares of New CCNB Common Stock equal to the Per Common Share Merger Consideration as determined under the merger agreement and further described below as the “Per Common Share Merger Consideration,” (ii) with respect to the preferred stockholder, (A) a number of shares of New CCNB Class A Common Stock equal to the Preferred Stock Consideration in respect of its Company Preferred Shares (subject to the “Preferred Stock Consideration Adjustment” further described herein) and (B) the Preferred Cash Consideration (subject to the “Cash Adjustment Amount” further described herein) and (b) each Getty Images Option (whether vested or unvested) to purchase Getty Images Common Shares that is outstanding as of immediately prior to the First Effective Time will be converted into an option to purchase a number of shares of New CCNB Class A Common Stock based on the Option Exchange Ratio (as defined below) with an exercise price per share of New CCNB Class A Common Stock calculated in accordance with the terms of the Business Combination Agreement. In addition to the consideration to be paid at Closing, New CCNB will issue to equityholders of Getty Images an aggregate of up to 65,000,000 shares of New CCNB Class A Common Stock, issuable upon and subject to the occurrence of the applicable vesting events, as more specifically set forth in “Shareholder Proposal 2: The Business Combination Proposal — Consideration to Getty Equityholders in the Business Combination”. Please read the section titled “Shareholder Proposal 2: The Business Combination Proposal” for further details.
The Per Common Share Merger Consideration and Preferred Stock Consideration to be issued to the Getty Images Stockholders who delivered a written consent adopting the Business Combination in connection with the execution of the Business Combination Agreement will be issued pursuant to a private placement and not registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Per Common Share Merger Consideration to be issued to the Non-Consenting Getty Images Stockholders will be issued and registered under the Securities Act pursuant to the registration statement, of which this proxy statement/prospectus is a part.
Shareholder Proposal 3: The Adjournment Proposal
CCNB is proposing the Adjournment Proposal to allow the Board to adjourn the Shareholders Meeting (i) for one period of no longer than twenty calendar days, to the extent necessary to ensure that any legally required supplement or amendment to this proxy statement/prospectus is provided to CCNB Shareholders, (ii), in each case, for one period of no longer than ten calendar days, (a) if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Form S-4), there are insufficient CCNB Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders Meeting, (b) in order to solicit additional proxies from CCNB Shareholders for purposes of obtaining approval of the Business Combination Proposal or the Domestication Merger Proposal, or (c) if CCNB Shareholders redeem an amount of CCNB Class A Ordinary Shares such that the condition to Getty Images’ obligation to consummate the Business Combination that the Net Funded Indebtedness will be equal to or less than the Maximum Net Indebtedness Amount is not satisfied (prior to the implementation of any adjustment to the Preferred Cash Consideration and the Preferred Stock Consideration and prior to any Optional Equity Cure Amount) or (iii) in the case of clauses “(a)” and “(b)”, upon the reasonable request of Getty Images, as further described under the section titled “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement; Structure of the Business Combination”). The CCNB Board has unanimously approved and recommends that the CCNB Shareholders approve the Adjournment Proposal if presented.
Each of the Domestication Merger Proposal and the Business Combination Proposal is interdependent upon the other and must be approved in order for CCNB to complete the Business Combination as contemplated by the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
CCNB Board’s Reasons for the Approval of the Business Combination
The CCNB Board, in evaluating the Business Combination, consulted with CCNB’s management and financial, legal and other advisors. In reaching its unanimous resolution (i) that it was advisable, to enter
 
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into the Business Combination Agreement and the ancillary documents to which CCNB is or will be a party and to consummate the transactions contemplated thereby (including the Mergers), (ii) to adopt and approve the execution, delivery and performance by CCNB of the Business Combination Agreement, the ancillary documents to which CCNB is or will be a party and the transactions contemplated thereby (including the Mergers), (iii) to recommend that the CCNB Shareholders entitled to vote thereon vote in favor of the approval of the Business Combination Agreement and other proposals related thereto, and (iv) that such proposals, including the proposal to approve the Business Combination Agreement, be submitted to the CCNB Shareholders for approval, the CCNB Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the CCNB Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The CCNB Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the CCNB Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.
Before reaching its decision, the CCNB Board discussed the material of its management’s due diligence activities undertaken prior to the execution of the Business Combination Agreement, which included:

Extensive meetings and calls with Getty Images’ Management team regarding competitive landscape and positioning, content library, product and technology functionality and features, historical and projected financial performance, and the historical acquisition of Unsplash, amongst other topics;

Evaluation of potential value-creation opportunities to develop a comprehensive value-add plan, including organic revenue growth acceleration with new and existing customers, new product offerings, increased marketing spend and international expansion, AI / ML and data and analytics opportunities to enhance the customer experience and value proposition, leveraging our management’s experience with other data and analytics market leaders, pursuit of strategic partnerships and NFT monetization opportunities, tuck-in and transformative acquisitions, and appropriate investor communications strategies and alignment with environment, social and governance goals leveraging both Neuberger Berman’s and Getty Images’ extensive resources;

Research on the global creative economy, with the assistance of a leading global third-party consulting firm specifically focused on the global pre-shot image and video industry, including historical and projected growth trends, competitive landscape, customer perceptions, pricing, and video and editorial trends, among other topics;

Calls with industry experts, including former and current executives of competitors and customers;

Evaluation of NFT monetization opportunities with the assistance of industry research, third-party advisors (e.g., industry strategy consultants) and leading thinkers in the NFT space (e.g., multinational art brokerages experienced in monetizing NFTs) with whom our management has relationships. Furthermore, our conviction is strengthened by Getty Images’ propriety library of owned content and its exclusive contributor base, as well as early success partnering with businesses within the NFT ecosystem such as Dapper Labs. In the future, we believe there is an opportunity to sustainably grow new revenue streams from Getty Images’ extensive archive, while also adding value to its contributor base through innovative content tracking and renumeration opportunities unlocked by NFTs. Getty Images management believes that the NFT opportunity will be additive to the company’s financial model, thus providing incremental margin of safety and opportunities for additional growth;

Technical review of software architecture, AI / ML, infrastructure, integration, corporate IT services, security & privacy, and other key components of Getty Images’ technological infrastructure led by a leading third-party technology consultant and other advisors with significant experience in the industry;

Other due diligence activities relating to quality of earnings, accounting, legal, tax, insurance, operations and other matters conducted in conjunction with external advisors, including international and U.S. legal firms, among others;
 
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Financial and valuation analyses, including the Getty Images Internal Forecasts and the Getty Images Organic Long-Term Growth Model provided by Getty Images (in each case as of the dates such financial and valuation analyses were provided, or if earlier, dated); and

Research on the public trading values of comparable companies to Getty Images as of prior to the execution of the Business Combination Agreement.
The CCNB Board considered a number of factors pertaining to Getty Images and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Strong Competitive Differentiation.   Getty Images is an iconic, blue-chip company with scarcity value. With over 469 million assets, and underpinned by a very attractive base of exclusive content that only exists on its platform, Getty Images has an extremely high quality content library. The depth, breadth, and quality of the library enables strong network efforts across both content creators and consumers. Moreover, Getty Images owns a significant portion of its library, which includes a premier archive comprised of videos and images of countless memorable historical and culturally iconic events. Furthermore, Getty Images has a differentiated Editorial business, which covers the world of news, sports and entertainment. Getty Images’ Editorial business is unique in scale as well as content, combining contemporary coverage of more than 150 million rights-managed assets with the largest privately held photographic archive containing over 135 million archive images dating from 2000 all the way back to the beginning of photography. Getty Images invests to generate its own coverage through an editorial team of more than 300 dedicated staff and combines this with coverage from a network of contributors, including over 50 premium editorial content partners, such as AFP, Disney, ITN, Bloomberg, BBC Studios, CBS, The Boston Globe, Fairfax Media, NBC News, Sky News, Formula One, NBA, NHL, MLB, NASCAR, FIFA and the International Olympic Committee.

Accelerating Tailwinds in an Attractive Industry.   The CCNB Board considered that the visual content space is an attractive industry with historically strong growth trends across several dimensions that are expected to accelerate. These growth projections are driven and supported by strong tailwinds, driven by accelerating demand for visual and digital content from continued corporate investment as well as the rapidly expanding content-creation-economy made up of amateur and professional creators. Getty Images covers all these segments of the market with its three core brands: Getty Images, iStock, and Unsplash. Increasing demand for visual content is driven by corporations and media companies’ need to maintain a presence across an expanding spectrum of platforms, which are increasingly visual and require high frequency publishing through advertising and direct posts. InsightSlice estimates the global digital content market is expected to grow at a 12% CAGR from 2019 to 2030. Additionally, over the top providers and video advertising are fueling unprecedented demand for high-quality video content, of which Getty Images is a leading provider. Per PubMatic, global digital video ad spend is expected to grow from $60 billion in 2020 to $111 billion in 2024. Demand is continuing to increase in the corporate segment as corporations bring their creative teams in-house to manage their increasing content needs. The World Federation of Advertisers' estimates 74% of in-house creative teams were established in the last 5 years. Small and medium-sized businesses (“SMBs”), are also driving demand as the SMB segment itself grows and the individual companies increase their demand for visual content as they build out their online and digital presences. Kauffman Index estimated 540,000 new businesses are created in the US each month, according to a 2021 report, and in 2018 Clutch estimated that, 61% of small businesses invested in social media marketing.

Significant Value Creation Opportunity.   The CCNB Board considered the opportunity for significant value creation. Getty Images has the opportunity to accelerate organic revenue growth by executing and capitalizing on opportunities such as increasing subscription revenue, continuing to further penetrate the corporate segment and continuing to upsell incremental products such as video and music to its customer base. Additionally, Getty Images has been able to achieve high ROI on its marketing investment, and the CCNB Board expects to invest in incremental marketing, unlocked through a de-levered balance sheet as a result of the Business Combination, to further accelerate organic growth. There also exists substantial whitespace opportunity in the international market
 
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that incremental marketing spend can help capture. Lastly, Getty Images is well positioned to pursue additional upside through new strategic partnerships, including leveraging its deep and unique owned library to pursue sustainable NFT monetization opportunities, strategic and financially accretive M&A and continued data and technology investments to deliver the best digital content to its customers in a cost effective and value-added manner.

Subscription Revenue.   Getty Images has increased its annual subscription revenue from ~29% of total revenue (excl. certain retired products) in 2015 to ~46% in 2020. The CCNB Board believes there is opportunity for Getty Images to increase that to ~60% as a long-term run rate. Historical financial information shows that annual subscribers exhibit an impressive approximately 99% retention figure, based on annual subscriber revenue retention in LTM 1H’21, and also shows that subscribers spend incremental dollars above and beyond the cost of their subscription. Getty Images has taken an approach to increase the attractiveness of the subscription products over time; for example, it recently introduced a subscription on iStock that includes video and music in addition to images.

Increasing Demand from Corporations.   Getty Images has benefitted from increasing demand for visual content across its corporate customers and the CCNB Board believes this trend will continue. The World Federation of Advertisers recently estimated that 74% of in-house creative teams were established in the last 5 years. Consumption of imagery and video is expected to continue expanding as corporations continue to bring their creative marketing in-house to manage the breadth and frequency of content consumption, while balancing the cost of their marketing campaigns. As a leading provider of high quality, differentiated content, the CCNB Board believes Getty Images is well positioned to capture this opportunity.

Continue to Grow Video Consumption.   Getty Images’ video revenues grew approximately 30% in 1H’21 as compared to 1H'20. The CCNB Board believes demand for video represents a great growth lever for the business and represents significant opportunity for organic revenue acceleration. Despite strong historical performance, approximately 20% of Getty Images and approximately 7% of iStock customers currently purchase video. We expect more customers to use video in the future, which we believe creates a stickier customer that consumes and spends more on our platform. First time video customers in 2020 spent over approximately 85% more in the twelve months following their first video purchase.

Sales & Marketing.   Getty Images has historically demonstrated attractive ROI on its sales and marketing spend. Return on dollars of digital marketing spend, both based on a new customer count and new customer revenue basis, have grown +60% and +40%, respectively from FY’19 to H1’21. Over that same time period, Getty Images customer acquisition cost has declined ~35%. The CCNB Board believes there is substantial opportunity for strategic sales and marketing spend in the future to drive incremental revenue growth.

Geographic Expansion.   The CCNB Board anticipates that there is a significant opportunity to increase penetration and market share in Rest of World markets by investing in digital marketing, search engine optimization and further localization of its services and content in underpenetrated geographies. Getty Images is well-positioned from a brand, content, and product perspective across 18 languages and 24 currencies to capture an increased share of these attractive market opportunities.

NFT & Partnerships.   The CCNB Board believes that Getty Images has the opportunity for NFT revenue monetization. Getty Images strives to delivery high-quality imagery to tell meaningful stories, regardless of medium, and to that extent, it views the NFT opportunity as an extension of that mission. One key point of differentiation as it relates to the NFT revenue opportunity is that Getty Images has scaled ownership of high-quality, relevant content, which will be essential to capturing and monetizing the NFT opportunity. The CCNB Board believes that Getty Images will take a measured approach towards NFTs with the intent to create a recurring, sustainable, and profitable source of value for Getty Images and its stakeholderse over time. The CCNB Board also believes that Getty Images will be able to expand upon its strong base of strategic partnerships, such as the partnership that it currently has with the BBC or with the various partnerships it has with the major sports leagues. Expanded content and rights will provide incremental revenue opportunity for Getty Images.

Management Team.   The CCNB Board believes that Getty Images has a strong team of key management executives, including reports to C-suite executives, and that under the leadership of
 
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Getty Images’ Chief Executive Officer, Getty Images has been able successful in effectuating a business transformation over the past several years, including significant improvements in its technology, search and international capabilities, transition to a differentiated subscription offering, streamlining of products, and realignment of its digital marketing and sales force. Getty Images’ management team, whose leadership is expected to provide important continuity in advancing Getty Images’ strategic and growth goals, has done an impressive job of reorienting Getty Images’ strategy and positioning the business for accelerated growth going forward. Moreover, the CCNB Board believes that Getty Images’ management team has fostered a winning culture of excellence and respect within the organization.

Transaction Proceeds.   The fact that (i) the Business Combination is expected to provide approximately $1.4 billion of gross proceeds to New CCNB, assuming no redemptions by the CCNB Shareholders of their CCNB Class A Ordinary Shares and (ii) such proceeds are expected to provide sufficient funding required for Getty Images’ targeted deleveraging, continuing growth and cash flow needs (including taking into account the closing condition related to maximum net leverage in favor of Getty Images and the related Net Funded Indebtedness Condition, which provides CCNB with additional comfort that New CCNB will enter the public markets with reasonable leverage levels despite the uncertainty associated with redemptions if the transaction is consummated);

Due Diligence.   The CCNB Board reviewed and discussed in detail the results of the due diligence examination of Getty Images conducted by CCNB’s management team and CCNB’s financial, technical, market consultants, technology consultants and legal advisors prior to the entry into the Business Combination Agreement, which included a substantial number of meetings with the management team and advisors of Getty Images regarding Getty Images’ business and business plan, operations, prospects and forecasts (including the assumptions and key variables underlying the Getty Images Forecasted Financial Information), valuation analyses with respect to the Business Combination, review of significant contracts and other material matters, as well as general financial, technical, market, legal, tax and accounting due diligence.

Financial Condition.   The CCNB Board reviewed factors such as Getty Images’ historical financial results, outlook and business and financial plans, as well as the financial profiles of publicly traded companies in the visual content industries and other shared economy companies as of such time, and certain relevant information with respect to companies that could have been potential alternate transaction counterparties to Getty Images for CCNB. In reviewing these factors, the CCNB Board believed that Getty Images was well-positioned in its industry for strong potential future growth and represented a significant opportunity for value creation from the CCNB shareholders.

Fairness Opinion.   The CCNB Board took into account the opinion of Solomon, dated December 9, 2021, to the CCNB Board, to the effect that, as of such date, and subject to the various assumptions, considerations, qualifications and limitations set forth in its written opinion, the aggregate Merger Consideration (as defined in such opinion) derived from the Transaction Equity Value to be paid by CCNB to Company Equityholders (as defined in such opinion) pursuant to in the Business Combination Agreement, is fair, from a financial point of view, to CCNB, as more fully described below in the section titled “Shareholder Proposal 2: The Business Combination Proposal — Opinion of Solomon Partners Securities, LLC.” The CCNB Board was not required under the Existing Organizational Documents to obtain the fairness opinion but did so as part of its due diligence and evaluation of the Business Combination.

Reasonableness of Consideration.   Following a review of the financial data provided to CCNB prior to the entry into the Business Combination Agreement, including the Getty Images Forecasted Financial Information and the data underlying such projections, and the due diligence of Getty Images’ business conducted by CCNB’s management and CCNB’s advisors, and taking into account the opinion from Solomon, dated December 9, 2021, to the CCNB Board, to the effect that, as of such date and subject to the various assumptions, considerations, qualifications and limitations set forth in its written opinion, the aggregate Merger Consideration (as defined in such opinion) derived from the Transaction Equity Value to be paid by CCNB to Company Equityholders (as defined in such opinion) pursuant to the Business Combination Agreement, is fair, from a financial point of view, to CCNB, the CCNB Board determined that the aggregate consideration to be paid in the Business
 
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Combination was fair to CCNB. The CCNB Board viewed the Business Combination as fair and compelling from both an intrinsic and extrinsic valuation perspective. As of such date, from an intrinsic valuation perspective, the Business Combination features a mid-single digit pro forma free cash flow yield at entry, with mid to high single digit plus expected organic revenue growth and high incremental margins, low capital intensity, and substantial upside opportunities. As of such date, from an extrinsic, or relative, valuation perspective, the implied 15x FY’22E EV/EBITDA entry valuation multiple for Getty Images was a 4.0x less than Shutterstock, Inc. (“Shutterstock”) and 9.0x less than the median of the public companies referenced by Solomon in its presentation on December 8, 2021 (which information was as of December 7, 2021).

Substantial Post-Closing Economic Interest in New CCNB.   If the Business Combination is consummated, CCNB shareholders (other than CCNB shareholders that sought redemption of their CCNB Class A Ordinary Shares) would have a substantial economic interest in New CCNB and as a result would have a continuing opportunity to benefit from the success of New CCNB following the consummation of the Business Combination.

Lock-Up.   Getty Images Equityholders have agreed to be subject to a 180-day lock-up in respect of their shares of New CCNB Common Stock received in the Business Combination (subject to certain customary exceptions). In addition, the Sponsor and the Independent Directors have agreed to be subject to a twelve-month lock-up in respect of their Founder Shares (subject to certain customary exceptions).

Additional Capital Committed at Signing.   The CCNB Board took into account that the agreement of the Sponsor and Getty Investments to invest an aggregate of $150 million in PIPE Investment in New CCNB at Closing at $10.00 per share (with the understanding that the New CCNB Class A Common Shares to be acquired by the PIPE Investors in the PIPE Investment or the Permitted Equity Financing would not be subject to a lock-up period following the closing of the Business Combination). See the section titled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Subscription Agreements and Permitted Equity Subscription Agreements” of this proxy statement/prospectus for additional information.

Highly Committed Shareholders Aligned for Future Value Creation.   The fact that existing holders of Getty Images Common Shares intend to retain 100% of the value of their existing equity stake in New CCNB equity in connection with the consummation of the Business Combination, reflecting the desire to participate in future equity value creation. Similarly, NBOKS will invest $200 million of additional capital into the transaction, pursuant to the Forward Purchase Agreement (as amended by the NBOKS Side Letter), alongside CCNB’s public shareholders, in addition to the investments to be made by the Sponsor and Getty Investments in connection with the PIPE Investment. In addition, pursuant to the Backstop Facility Agreement (as amended by the NBOKS Side Letter), NBOKS also agreed to, subject to certain terms and conditions, fund redemptions by CCNB Shareholders in connection with the Business Combination in an amount of up to $300 million.

Support of Key Equityholders.   The CCNB Board noted the fact that key Getty Images Equityholders representing approximately 100% of the then issued and outstanding equity of Getty Images delivered written consents, demonstrating such Getty Images Equityholders’ support of the Business Combination. See the section titled “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement; Structure of the Business Combination” of this proxy statement/prospectus for additional information.

Other Alternatives.   CCNB completed its IPO in May 2020 with the objective of consummating an attractive business combination. Since that time, as more fully described in “Shareholder Proposal 2: The Business Combination Proposal - Background of the Business Combination”, CCNB has evaluated numerous opportunities for a potential business combination. The CCNB Board believes, based on the terms of the Business Combination, its review of Getty Images’ business and the financial data provided to CCNB, including the Getty Images Forecasted Financial Information, and the due diligence of Getty Images conducted by CCNB’s management and CCNB’s advisors, that a business combination with Getty Images represent a combination with a high quality business in the most attractive valuation and therefore would create the best available opportunity to maximize value for CCNB’s shareholders.
 
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Consistency with CCNB Business Strategy.   Getty Images is consistent with the key industry and business characteristics CCNB identified at the creation of its business, and the proposed Business Combination is at a reasonable valuation. The target business characteristics included high barriers to entry, significant streams of recurring revenue, attractive stead-state margins, high incremental margins and attractive free cash flow characteristics. The CCNB Board believes that Getty Images is consistent with these criteria.

Negotiated Transaction.   The financial and other terms of the Business Combination Agreement, and the fact that such terms and conditions were the product of arm’s length negotiations between CCNB and Getty Images.

Maximum Net Leverage.   The fact that CCNB negotiated mechanics with respect to achieving a desired amount of maximum net leverage as reflected by the Net Funded Indebtedness Condition and related covenant regarding limitations of waiver of such condition to the extent that CCNB would be required to close into a situation with greater than an agreed level of maximum leverage to ensure New CCNB will enter the public markets at a reasonable leverage level for a similar situated company, well positioned for growth and support of its operations.
The CCNB Board also considered a variety of uncertainties and risks and other potentially negative factors related to Getty Images’ business and prospects and related to the Business Combination including, but not limited to, the following:

Macroeconomic Risks.   The risk that the future financial performance of Getty Images and New CCNB (including the Getty Images Forecasted Financial Information, Getty Images Internal Forecasts and the Getty Images Organic Long-Term Growth Model) may not meet the CCNB Board’s expectations due to factors in Getty Images’ control or out of its control, including due to economic cycles or other macroeconomic factors and that public trading values of comparable companies to Getty Images could deteriorate based on uncertain market conditions (including those set forth in the section titled “Risk Factors” of this proxy statement/prospectus).

Business Risks.   The risks that (i) Getty Images may be unable to offer relevant quality and diversity of content to satisfy customer needs, including continued licensing of content owned by third parties, which may become unavailable to it on commercially reasonable terms or may not be available at all, (ii) Getty Images may lose the right to use “Getty Images” trademarks in the event it experiences a change of control or otherwise in each case in accordance with the Restated Option Agreement, (iii) the third parties’ search engines, which Getty Images relies on to drive traffic to its website may change their search engine algorithms or pricing in ways that could negatively affect Getty Images’ business, results of operations, financial condition and prospects, (iv) Getty Images may be unable to adequately maintain, adapt and upgrade its websites and technology systems to ingest and deliver higher quantities of new content and allow existing and new customers to successfully search for its content, (v) because Getty Images’ business is highly competitive, Getty Images may face intense competition from a number of companies, which could reduce its revenues, margins and results of operations, (vi) if Getty Images cannot continue to innovate technologically, develop, market and sell new products and services or enhance existing technology and products and services to meet customer requirements, its ability to grow revenue could be impaired and (vii) any recession that has occurred or may occur in the future may impact Getty Images’ business, results of operations, financial condition and prospects, and other business risks (including those set forth in the section titled “Risk Factors” of this proxy statement/prospectus).

Industry Risks.   Risks associated with (i) the business being highly competitive, and Getty Images facing intense competition from a number of companies, which could reduce Getty Images revenues, margins and operating results, (ii) changes to customers’ industries that could adversely affect Getty Images’ future revenues and limit its future growth prospects and results of operations and (iii) Getty Images operating in new and rapidly changing markets, which makes it difficult for Getty Images to evaluate its future prospects and may increase the risk that Getty Images will not be successful, or other industry risks (including those set forth in the section titled “Risk Factors” of this proxy statement/prospectus).

COVID-19.   Uncertainties regarding the potential impacts of the COVID-19 virus and related economic disruptions (such as actions by public health and governmental authorities, businesses,
 
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other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter-in-place, stay-at-home or total lock-down orders and business limitations and shutdowns) on Getty Images’ business operations, financial condition and demand for its products.

Redemption Risk.   The potential that a significant number of CCNB Shareholders may elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Existing Organizational Documents, which would reduce the gross proceeds to New CCNB from the Business Combination, which would increase net leverage and, therefore, could hinder New CCNB’s ability to continue its development and growth (however the CCNB Board considered this in light of the protection negotiated with respect to maximum net leverage at Closing discussed above).

Stockholder Vote.   The risk that CCNB’s shareholders may fail to provide the respective votes necessary to effect the Business Combination.

Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within CCNB’s control.

Transaction Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting injunctive relief could delay or prevent consummation of the Business Combination.

Listing Risks.   The challenges associated with preparing Getty Images, a privately held entity, for the applicable disclosure, controls and listing requirements to which New CCNB will be subject as a publicly traded company on the NYSE.

Potential Benefits May Not Be Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

Liquidation of CCNB.   The risks and costs to CCNB if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in CCNB being unable to effect a business combination by August 4, 2022 and result in the liquidation of CCNB.

Exclusivity.   The fact that the Business Combination Agreement includes an exclusivity provision that prohibits CCNB from soliciting other business combinations, which restricts its ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

Post-Business Combination Ownership and Corporate Governance in New CCNB.   The fact that current CCNB Shareholders will hold a minority position in New CCNB, and the fact that the New CCNB Board will be classified and that all New CCNB directors will not be elected annually.

Fees and Expenses.   The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.
In addition to considering the factors described above, the CCNB Board also considered other factors including, without limitation:

Interests of Certain Persons.   The Sponsor and certain members of the CCNB Board and executive officers of CCNB and the Sponsor may have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of CCNB shareholders generally (see the section titled “—  Interests of CCNB’s Directors and Officers and Others in the Business Combination” of this proxy statement/prospectus), including (without limitation) (i) the fact that Koch Financial Assets III, LLC (an affiliate of Koch Icon in a separately managed Koch business unit, a key equityholder of Getty Images whose consent is required to approve the Business Combination on behalf of Getty Images) is an anchor investor with a significant capital commitment to and a meaningful economic interest in NBOKS and (ii) the fact that certain governance rights were granted to the Sponsor pursuant to the Stockholder Agreement, including the right to nominate one director on behalf of the Sponsor to be appointed to the New CCNB Board. CCNB’s directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously
 
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approving, as members of the CCNB Board, the Business Combination Agreement and the transactions contemplated therein, including the Mergers.

Other Risks.   The various risks associated with the Business Combination, the business of Getty Images, and the business of CCNB, as described in the section titled “Risk Factors” of this proxy statement/prospectus.
The CCNB Board concluded that the potential benefits expected to be received by CCNB and its shareholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the CCNB Board unanimously resolved (i) that it was advisable, to enter into the Business Combination Agreement and the ancillary agreements to which CCNB is or will be a party and the other transactions contemplated hereby and thereby (including the Mergers), (ii) to adopt and approve the execution, delivery and performance by CCNB of the Business Combination Agreement and the ancillary agreements to which CCNB is or will be a party and the other transactions contemplated hereby and thereby (including the Mergers), (iii) to recommend that the CCNB shareholders entitled to vote thereon vote in favor of the approval of the Business Combination Agreement and other proposals related thereto, and (iv) to direct that such proposals, including the proposal to approve the Business Combination Agreement, be submitted to the CCNB Shareholders for approval.
Related Agreements
Stockholders Agreement
On December 9, 2021, the Sponsor, the equityholders of the Sponsor, certain equityholders of Getty Images and certain other parties thereto entered into the Stockholders Agreement with New CCNB relating to, among other things, the composition of the New CCNB Board following the Closing, certain voting provisions and lock-up restrictions. Pursuant to the Stockholders Agreement, (i) the Sponsor and the Independent Directors (together with their respective successors and any permitted transferees) agreed to be subject to a twelve month lock-up period in respect of their Founder Shares (subject to certain customary exceptions) and (ii) the Getty Family Stockholders (together with their respective successors and any permitted transferees) and Koch Icon (together with its respective successors and any permitted transferees) agreed to be subject to a 180-day lock-up period in respect of their shares of New CCNB Common Stock received in the Business Combination (subject to certain customary exceptions). Pursuant to the Stockholders Agreement, the initial composition of the New CCNB Board following the Closing will be (a) three directors nominated by Getty Investments (together with its successors and any permitted transferees), (b) two directors nominated by Koch Icon (together with its successors and any permitted transferees), (c) one director nominated by CC Capital (together with its successors and any permitted transferees), (d) the chief executive officer of Getty Images, (which will be Craig Peters at close) and (e) a number of independent directors sufficient to comply with the requisite independence requirements of the NYSE and the rules and regulations of the SEC. The number of nominees that each of Getty Investments (together with its successors and any permitted transferees), Koch Icon (together with its successors and any permitted transferees) and CC Capital (together with its successors and any permitted transferees) will be entitled to nominate pursuant to the Stockholders Agreement is subject to reduction based on the aggregate number of shares of New CCNB Class A Common Stock held by such stockholders, as further described in the Stockholders Agreement attached as Annex K to this proxy statement/prospectus.
Registration Rights Agreement
At the closing of the Business Combination, New CCNB will enter into the Registration Rights Agreement, substantially in the form attached as Annex L to this proxy statement/prospectus, with the Sponsor, the Independent Directors, Getty Investments, Koch Icon and certain equityholders of Getty Images (such persons, the “Holders”). Pursuant to the terms of the Registration Rights Agreement, the Holders will be entitled to certain piggyback registration rights and customary demand registration rights. The Registration Rights Agreement provides that New CCNB will agree that, as soon as practicable, and in any event within 30 days after the Closing, New CCNB will file with the SEC a shelf registration statement. New CCNB will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the 90th day (or the 120th day if
 
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the SEC notifies New CCNB that it will “review” such shelf registration statement) following the filing deadline, in each case subject to the terms and conditions set forth therein; and New CCNB will not be subject to any form of monetary penalty for its failure to do so.
Warrant Assumption Agreement
In connection with the Business Combination, the Transfer Agent, CCNB and New CCNB will enter into the Warrant Assumption Agreement, effective immediately upon the completion of the Domestication Merger and conditioned on the occurrence of the Closing, pursuant to which, among other things, CCNB will assign to New CCNB all of CCNB’s right, title and interest in and to, and New CCNB will assume all of CCNB liabilities and obligations under the Existing Warrant Agreement. As a result, effective immediately following the completion of the Domestication Merger, each Warrant will automatically cease to represent a right to acquire CCNB Class A Ordinary Shares and will instead represent a right to acquire shares of New CCNB Pre-Closing Class A Common Stock, and, following and contingent upon the filing of the New CCNB Post-Closing Certificate of Incorporation, shares of New CCNB Class A Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by the Warrant Assumption Agreement).
Sponsor Side Letter
Concurrently with the execution of the Business Combination Agreement, the Sponsor, the Independent Directions, CC Holdings, NBOKS, CCNB, New CCNB, and the Company entered into the Sponsor Side Letter, pursuant to which, (a) in connection with the Domestication Merger, each Founder Share will automatically be converted into the right to receive one share of New CCNB Pre-Closing Class B Common Stock, (b) in accordance with the New CCNB Pre-Closing Certificate of Incorporation, at the Closing, the shares of New CCNB Pre-Closing Class B Common Stock would automatically convert into shares of New CCNB Class A Common Stock (the “Automatic Conversion”), and (c) in lieu of the Automatic Conversion, at the Closing simultaneously and contingent upon with the filing of the New CCNB Post-Closing Certificate of Incorporation, in accordance with the terms of the Sponsor Side Letter, (i) each share of New CCNB Pre-Closing Class B Common Stock held by a “Sponsor Party” ​(as defined therein) listed on Schedule I thereto under the heading “Class B Conversion Shares” will automatically be converted into one share of New CCNB Class A Common Stock, (ii) each share of New CCNB Pre-Closing Class B Common Stock held by a Sponsor Party listed on Schedule I hereto under the heading “Series B-1 Earn-Out Shares” will automatically be converted into one share of New CCNB Series B-1 Common Stock and (iii) each share of New CCNB Pre-Closing Class B Common Stock held by a Sponsor Party listed on Schedule I hereto under the heading “Series B-2 Earn-Out Shares” will automatically be converted into one share of New CCNB Series B-2 Common Stock (the shares of New CCNB Series B-2 Common Stock together with the shares of New CCNB Series B-1 Common Stock, the “Restricted Sponsor Shares”). All such Restricted Sponsor Shares are restricted shares that are subject to certain performance-based conversion events and upon the occurrence of a B-1 Vesting Event or a B-2 Vesting Event (as defined herein). Each Restricted Sponsor Share will accrue and be entitled to dividend declared by the New CCNB Board in respect of a share of New CCNB Series B-1 Common Stock or a share of New CCNB Series B-2 Common Stock pursuant to and in accordance with the New CCNB Post-Closing Certificate of Incorporation. Any Restricted Sponsor Shares that have not converted into shares of New CCNB Class A Common Stock by the tenth anniversary of the Closing, as applicable, will be automatically forfeited, and any accrued dividends will be forfeited in connection therewith. The Sponsor Side Letter is attached to this proxy statement/prospectus as Annex G.
Subscription Agreements and Permitted Equity Subscription Agreement
Concurrently with the execution of the Business Combination Agreement, CCNB and New CCNB entered into the Subscription Agreements with the Sponsor and Getty Investments. Additionally, on December 28, 2021, CCNB and New CCNB entered into the Permitted Equity Subscription Agreement with Multiply Group. Pursuant to the PIPE Subscription Agreements and the Permitted Equity Subscription Agreement, the PIPE Investors 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
 
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proceeds of $225,000,000. The shares of New CCNB Class A Common Stock to be issued pursuant to the PIPE Financing have not been registered under the Securities Act, 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”.
NBOKS Side Letter
In connection with the signing of the Business Combination Agreement, New CCNB, CCNB, and NBOKS entered into a side letter to (a) the Forward Purchase Agreement, pursuant to which, among other things, NBOKS confirmed the allocation to CCNB of $200,000,000 under the Forward Purchase Agreement and its agreement to, at Closing, subscribe for 20,000,000 shares of New CCNB Class A Common Stock, and 3,750,000 Forward Purchase Warrants (as defined therein) and (b) the Backstop Agreement whereby NBOKS agreed to (subject to (i) 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), at Closing, 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 (clauses “(a)” and “(b),” collectively, 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. The NBOKS Side Letter is attached to this proxy statement/prospectus as Annex F.
Fourth Amendment to Restated Option Agreement
In connection with the entry into the Business Combination Agreement, Getty Investments and certain equityholders and/or affiliates of Getty Images (the “Getty Family Entities”) delivered an amendment (the “Fourth Amendment to Restated Option Agreement”) to that certain Restated Option Agreement, dated of as February 9, 1998, pursuant to which the Restated Option Agreement will automatically terminate if, and on the date following the Closing Date on which, the Getty Family Stockholders (together with their respective successors and any permitted transferees) beneficially own less than 27,500,000 shares of New CCNB Common Stock (as adjusted for stock splits, stock combinations, and similar transactions). The Fourth Amendment to Restated Option Agreement is attached to this proxy statement/prospectus as Annex Q.
The Shareholders Meeting
Date, Time and Place of Shareholders Meeting
CCNB’s shareholders meeting is to be held at 9:00 a.m., Eastern Time, on July 19, 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. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. 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. Only shareholders who held CCNB Ordinary Shares at the close of business on the Record Date will be entitled to vote at the Shareholders Meeting.
Record Date; Outstanding Shares; Shareholders Entitled to Vote
CCNB has fixed the close of business on May 11, 2022, as the Record Date for determining the CCNB Shareholders entitled to notice of and to attend and vote at the Shareholders Meeting. As of the close of business on such date, there were 82,800,000 CCNB Class A Ordinary Shares and 25,700,000 CCNB Class B Ordinary Shares outstanding and entitled to vote. The CCNB Class A Ordinary Shares and the CCNB Class B Ordinary Shares vote together as a single class, except in the election of directors, as to which only the CCNB Class B ordinary shares vote, and each share is entitled to one vote per share at the Shareholders Meeting.
 
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The Sponsor and the Independent Directors own 25,700,000 CCNB Class B Ordinary 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.
Quorum and Required Vote
A quorum of CCNB Shareholders is necessary to hold the Shareholders Meeting. The holders of a majority of the outstanding CCNB Ordinary Shares present in person, by proxy or by authorized representative shall constitute a quorum for the Shareholders Meeting. Each of the Domestication Merger Proposal and the Business Combination Proposal is interdependent upon the other and must be approved in order for CCNB to complete the Business Combination as contemplated by the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. The Business Combination Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding CCNB Ordinary Shares, who, being present and entitled to vote at a meeting of CCNB’s shareholders, vote at such meeting. The Domestication Merger Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders 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. If any of the Domestication Merger Proposal or the Business Combination Proposal fails to receive the required approval, neither will be approved and the Business Combination will not be completed.
Redemption Right
Pursuant to the Existing Organizational Documents, a public shareholder may request of CCNB that the Company redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your Redemption Right with respect to the public shares;

submit a written request to the Transfer Agent, in which you (a) request that the Company redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares, such as by providing your legal name, phone number and address; and

deliver your public shares to the Transfer Agent, physically or electronically through DTC.
Public shareholders may seek to have their public shares redeemed by CCNB, regardless of whether they vote for or against the Business Combination Proposal or any other proposals and whether they held public shares as of the Record Date or acquired them after the Record Date. Any public shareholder who holds public shares of CCNB on or before July 15, 2022 (two business days before the Shareholders Meeting) will have the right to demand that his or her public shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $828,800,000 on March 31, 2022 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the per share redemption price is expected to be approximately $10.01. A public shareholder that has properly tendered his or her public shares for Redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such public shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered public shares will be returned to the relevant public shareholders as appropriate.
CCNB public shareholders who seek to redeem their public shares must demand redemption no later than 5:00 p.m., Eastern Time, on July 15, 2022 (two business days before the Shareholders Meeting) by
 
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(i) submitting a written request to the Transfer Agent that CCNB redeem such public shareholder’s public shares for cash, (ii) affirmatively certifying in such request to the Transfer Agent for redemption if such public shareholder is acting in concert or as a “group” ​(as described in Section 13(d)(3) of the Exchange Act) with any other shareholder with respect to public shares of CCNB and (iii) delivering their public shares, either physically or electronically using DTC’s DWAC System, at the public shareholder’s option, to the Transfer Agent prior to the Shareholders Meeting. If a public shareholder holds the public shares in street name, such public shareholder will have to coordinate with his or her broker to have such public shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming public shareholder. In the event the Business Combination is not completed, this may result in an additional cost to public shareholders for the return of their shares.
Notwithstanding the foregoing, 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.
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 closing price of CCNB Class A Ordinary Shares on the date immediately prior to the date of this proxy statement/prospectus was $9.98. The cash held in the Trust Account as of March 31, 2022, was approximately $10.01 per Public Share. Prior to exercising their Redemption Right, shareholders should verify the market price of CCNB Class A Ordinary Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their Redemption Right if the market price per share is higher than the Redemption price. CCNB cannot assure its shareholders that they will be able to sell their CCNB Class A Ordinary Shares in the open market, even if the market price per share is higher than the Redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A public shareholder who properly exercises its Redemption Right pursuant to the procedures set forth herein will be entitled to receive a full pro rata portion of the aggregate amount then on deposit in the Trust Account, less any amounts necessary to pay CCNB’s taxes.
For more information, see “Shareholders Meeting — Redemption Right
Appraisal Rights
CCNB Shareholders.   None of the unit holders or warrant holders have dissent rights in connection the Business Combination under Cayman Islands law. CCNB shareholders may be entitled to give notice to CCNB prior to the extraordinary general meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his or her CCNB shares if they follow the procedures set out in the Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. It is CCNB’s view that such fair market value would equal the amount which CCNB shareholders would obtain if they exercise their redemption rights as described herein.
 
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Getty Images Stockholders.   Pursuant to Section 262 of the DGCL, the Getty Images Stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their Getty Images Shares, as determined by the Court of Chancery, if the First Getty Merger is completed. A summary of the appraisal rights that may be available to the Getty Images Stockholders is described in this proxy statement/prospectus in the section titled “Appraisal Rights,” which is qualified by the copy of Section 262 of the DGCL attached as Annex R to this proxy statement/prospectus.
Proxy Solicitation
CCNB is soliciting proxies on behalf of the CCNB Board. This solicitation is being made by mail but also may be made by telephone or in person. CCNB and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholders Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section titled “Shareholders Meeting — Revoking Your Proxy; Changing Your Vote.”
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
 
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officers and directors hold a direct or indirect interest and which were acquired for an aggregate purchase price of $18.6 million in a private placement that took place simultaneously with the consummation of the CCNB IPO, would become worthless. Such securities may have a higher value than $18.6 million (the price paid for such securities) at the time of the Business Combination, estimated to have an aggregate market value of $7.2 million based upon the closing price of $0.39 per public warrant on the NYSE on June 23, 2022;

the fact that CCNB entered into the Forward Purchase Agreement with NBOKS, as amended by the NBOKS Side Letter, which provides for the purchase of up to 20,000,000 Forward Purchase Shares and 3,750,000 redeemable Forward Purchase Warrants to purchase one share of New CCNB Class A Common Stock, for an aggregate purchase price of $200 million, which investment will close concurrently with the Closing in accordance with the terms and subject to the conditions of the Forward Purchase Agreement (as amended by the NBOKS Side Letter);

the fact that CCNB entered into the Backstop Agreement with NBOKS, 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 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) at Closing, subscribe for shares of New CCNB Class A Common Stock at $10.00 per share to fund redemptions by shareholders of CCNB in connection with the Business Combination in an amount of up to $300,000,000;

the fact that the Sponsor has entered into a commitment to invest an aggregate of $100 million in the PIPE Investment, pursuant to the terms of a Subscription Agreement entered among the Sponsor, CCNB and New CCNB;

the fact that upon consummation of the Business Combination, the Sponsor Group and the Independent Directors are expected to hold an economic ownership in New CCNB, as further described in “Risk Factors - Risks Related to the Business Combination and CCNB - The public shareholders will experience immediate 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,” through their ownership of founder shares, forward purchase shares issued to NBOKS, shares issued to the Sponsor pursuant to the PIPE Investment, shares issued to NBOKS in connection with the Backstop Agreement, shares issuable upon exercise of the New CCNB Warrants (including such warrants issuable pursuant to Working Capital Loans) and shares issuable to NBOKS upon exercise of the forward purchase warrants (assuming no redemptions, the forfeiture of all of the Earn-Out Shares and the occurrence of the applicable vesting events for the shares of New CCNB Class B Common Stock, as more specifically set forth in “Shareholder Proposal 2: The Business Combination Proposal — Consideration to Getty Equityholders in the Business Combination”), and is anticipated to be approximately 18.5% of the ownership of New CCNB immediately upon consummation of the Business Combination;

the fact that the Sponsor Group will pay an aggregate of $319,435,000, assuming no available Backstop, or up to $619,435,000 assuming full Backstop is subscribed for, for its investment in CCNB, as summarized in the table below. The shares of New CCNB Class B Common Stock held by the Sponsor following the consummation of the Business Combination are included in the table below. The Sponsor Group will not receive any Earn-Out Shares following the consummation of the Business Combination, and as a result, the Earn-Out Shares are not included in the table below. Following the consummation of the Business Combination, as a result of its previous investment in CCNB, the aggregate value of the Sponsor Group’s investment in New CCNB will be $861,409,200 based upon the respective closing prices of $9.96 per public share and $0.39 per public warrant on the NYSE on June 23, 2022:
 
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Sponsor Group Ownership of CCNB Prior to the Business Combination
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
(1)
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 30, 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;
 
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the fact that the Sponsor and CCNB’s current officers and directors have agreed, for no additional consideration, to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if CCNB fails to complete an initial business combination by August 4, 2022;

the fact that the Registration Rights Agreement will be entered into by, among others, the Sponsor and the Independent Directors;

the fact that, as of the date of the Business Combination Agreement, the Sponsor, the Founder Holders, the Independent Directors and certain other parties have entered into the Stockholders Agreement relating to, among other things, the composition of the New CCNB Board following the Closing (including certain governance rights granted to the Sponsor, including designation rights with respect to the New CCNB Board), certain voting provisions and lockup restrictions;

the fact that Koch Financial Assets III, LLC (an affiliate of Koch Icon in a separately managed Koch business unit, which is a key equityholder of Getty Images whose consent was required to approve the Business Combination on behalf of Getty Images) is an anchor investor in NBOKS;

the fact that James Quella, a member of the CCNB Board, was appointed by an affiliate of a member of the Sponsor to serve as a director and on the compensation committee and audit committee of Dun & Bradstreet Corporation.

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other CCNB shareholders experience a negative rate of return in New CCNB;

the fact that CCNB agreed to pay the Sponsor a total of $20,000 per month for office space, secretarial and administrative services and such arrangement will terminate upon the Closing.

the fact that CCNB’s directors and officers will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement;

the fact that at the option of the Sponsor, an aggregate amount of $850,000 outstanding under the Working Capital Loans made by the Sponsor to CCNB on January 7, 2022 and May 20, 2022, respectively, is repayable in full upon consummation of the Business Combination or, at the option of the Sponsor, be converted (in whole or in part) into Private Placement Warrants in connection with the consummation of the Business Combination, and such amount (including amounts due under the outstanding Working Capital Loans) will likely be written off if an initial business combination is not consummated by August 4, 2022; and

the fact that the Sponsor Group has an aggregate of approximately $20,210,000 at risk that depends on the completion of a business combination, comprised of (i) the $25,000 purchase price for 25,700,000 Founder Shares (including the cost for the 120,000 Founder Shares held by the Independent Directors), (ii) the $18,560,000 purchase price for 18,560,000 Private Placement Warrants, (iii) the $850,000 amount outstanding under a Working Capital Loan made by the Sponsor to CCNB and (iv) less than $775,000 in aggregate fees due and out-of-pocket expenses to be repaid by CCNB.
In addition, certain persons who are expected to become members of the New CCNB Board after the completion of the Business Combination may have interests in the Business Combination that are different from, or in addition to, the interests of the CCNB Shareholders. See “Shareholder Proposal 2: The Business Combination Proposal — Interests of CCNB’s Directors and Officers and Others in the Business Combination.” for additional information.
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
 
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Independent Directors own, collectively, approximately 23.7% of our issued and outstanding CCNB 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 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.
As a result of multiple business affiliations, CCNB's officers and directors have certain fiduciary and contractual obligations to other entities. In addition, the Existing Organizational Documents provide that CCNB renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his capacity as a director or officer of CCNB and such opportunity is one CCNB is able to complete on a reasonable basis. CCNB is not aware of any such corporate opportunities not being offered to CCNB. CCNB does not believe that the fiduciary and contractual obligations of CCNB's officers, or the waiver of the corporate opportunities doctrine, has materially affected CCNB's search for an acquisition target or will materially affect CCNB’s ability to complete its business combination.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors), or their respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Required CCNB Shareholder Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Required CCNB Shareholder Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Right. In the event that the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors) or their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their Redemption Right, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (1) holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal and the Adjournment Proposal, (2) holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Merger Proposal, (3) otherwise limit the number of public shares electing to redeem and (4) CCNB’s net tangible assets (as determined in accordance with Rule 3a51-1 (g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be submitted at the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of CCNB’s directors may result in a conflict of interest on the part of such director(s) between what he/she or they may believe is in the best interests of CCNB and its shareholders and what he/she or they may believe is best for himself/herself or
 
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themselves in determining to recommend that shareholders vote for the proposals. In addition, CCNB’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Classes of Common Stock of New CCNB Following the Business Combination
New CCNB Class A 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.
New CCNB Class B Common Stock
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. 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.
See the section entitled “Description of New CCNB Securities” for more information.
Recommendation to Shareholders of CCNB
The CCNB Board has unanimously approved each of the CCNB Shareholder Proposals.
The CCNB Board unanimously recommends that shareholders:

Vote “FOR” the Domestication Merger Proposal;

Vote “FOR” the Business Combination Proposal; and

Vote “FOR” the Adjournment Proposal.
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 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. See the section titled “Shareholder Proposal 2: The Business Combination Proposal — Interests of Certain Persons in the Business Combination.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of the CCNB Class A Ordinary Shares are redeemed in connection with the Business Combination and (ii) assuming that the contractual maximum number of CCNB Class A Ordinary Shares with the available backstop are redeemed in connection with the Business Combination, while still satisfying the Net Funded Indebtedness Condition. For an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of the CCNB Class A Ordinary Shares in an illustrative redemption scenario, in a contractual maximum redemption with no backstop scenario and a charter redemption limitation scenario, see “Risk Factors — The public shareholders will experience immediate
 
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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
(1)
Figures exclude impact of cash and cash equivalents as well as outstanding payables at CCNB.
(2)
As of March 31, 2022.
(3)
Reflects estimates as of May 31, 2022, inclusive of prepayment fees, net of the Preferred Stock Consideration.
(4)
Represents an estimated amount, inclusive of IPO deferred underwriting fee and financial advisor, accounting, legal and other diligence fees related to the Business Combination. Reflects $112 million of estimated transaction fees and expenses, less ~$4.9 million expenses already paid by Getty Images.
Contractual Maximum Redemption with Available Backstop(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
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
 
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Uses
(in millions)
Estimated Transaction Fees and Expenses(5)
107.1
Total Uses
$ 1,764.7
(1)
Figures exclude impact of cash and cash equivalents as well as outstanding payables at CCNB.
(2)
As of March 31, 2022.
(3)
Assumes that the maximum number of CCNB Class A Ordinary Shares that can be redeemed are redeemed, while still satisfying the Net Funded Indebtedness Condition, requiring the Net Funded Indebtedness to be equal or less than $1,350.0 million per the Business Combination Agreement.
(4)
Reflects estimates as of May 31, 2022, inclusive of prepayment fees, net of the Preferred Stock Consideration.
(5)
Represents an estimated amount, inclusive of IPO deferred underwriting fee and financial advisor, accounting, legal and other diligence fees related to the Business Combination. Reflects $112 million of estimated transaction fees and expenses, less ~$4.9 million expenses already paid by Getty Images.
Material U.S. Federal Income Tax Consequences of the Domestication Merger
As discussed more fully under the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders” below, the Domestication Merger, together with the Statutory Conversion, will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets, such as CCNB, this result is not free from doubt. In the case of a transaction, such as the Domestication Merger (together with the Statutory Conversion), that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of CCNB Class A Ordinary Shares will be subject to Section 367(b) of the Code and as a result:

a U.S. Holder of CCNB Class A Ordinary Shares whose CCNB Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication Merger, and who on the date of the Domestication Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of CCNB Ordinary Shares entitled to vote and less than 10% of the total value of all classes of CCNB Ordinary Shares, will generally not recognize any gain or loss on the exchange of CCNB Class A Ordinary Shares for shares in New CCNB (a Delaware corporation following the Statutory Conversion) and will generally not be required to include any part of CCNB’s earnings in income pursuant to the Domestication Merger;

a U.S. Holder of CCNB Class A Ordinary Shares whose CCNB Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication Merger, and who on the date of the Domestication Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of CCNB Ordinary Shares entitled to vote and less than 10% of the total value of all classes of CCNB Ordinary Shares, will generally recognize gain (but not loss) on the exchange of CCNB Class A Ordinary Shares for shares in New CCNB (a Delaware corporation following the Statutory Conversion) pursuant to the Domestication Merger. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their CCNB Class A Ordinary Shares, provided certain other requirements are satisfied. CCNB does not expect to have significant cumulative earnings and profits on the date of the Domestication Merger; and

a U.S. Holder of CCNB Class A Ordinary Shares who on the date of the Domestication Merger owns (actually and constructively) 10% or more of the total combined voting power of all classes of CCNB Ordinary Shares entitled to vote or 10% or more of the total value of all classes of CCNB Ordinary Shares will generally be required to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its CCNB Class A Ordinary Shares on the exchange of CCNB Class A Ordinary Shares for shares in New CCNB (a Delaware corporation following the Statutory Conversion). Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all
 
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of the deemed dividend pursuant to Section 245A of the Code. CCNB does not expect to have significant cumulative earnings and profits on the date of the Domestication Merger.
Furthermore, even in the case of a transaction, such as the Domestication Merger (together with the Statutory Conversion), that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of CCNB Class A Ordinary Shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its CCNB Class A Ordinary Shares or public warrants for the common stock or warrants of New CCNB (a Delaware corporation following the Statutory Conversion) pursuant to the Domestication Merger under the “passive foreign investment company,” or PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging public warrants for newly issued warrants in the Domestication Merger) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of New CCNB (a Delaware corporation following the Statutory Conversion) received in the Domestication Merger and the U.S. Holder’s adjusted tax basis in the corresponding CCNB Class A Ordinary Shares or public warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because CCNB is a blank check company with no current active business, we believe that CCNB may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of CCNB Class A Ordinary Shares or public warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of New CCNB (a Delaware corporation following the Statutory Conversion) pursuant to the Domestication Merger, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s CCNB Class A Ordinary Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of CCNB. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication Merger, see the discussion in the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders — U.S. Holders — PFIC Considerations.”
For a description of the tax consequences for public shareholders exercising their Redemption Right in connection with the Business Combination, see the sections titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”
Additionally, the Domestication Merger may cause Non-U.S. Holders (as defined in “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s New CCNB Common Stock after the Domestication Merger.
The tax consequences of the Domestication Merger are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication Merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication Merger, including with respect to public warrants, see “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders.”
Material United States federal income tax consequences of the Getty Mergers
The Getty Mergers, taken together as an integrated transaction, have been structured to qualify as a single “reorganization” within the meaning of Section 368(a) of the Code. In the Business Combination
 
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Agreement, each party represents that there are no facts, circumstances or plans that, either alone or in combination, would reasonably be expected to prevent or impede the Getty Mergers from qualifying as a reorganization. In addition, New CCNB and Getty Images agree not to (and to cause their subsidiaries not to) take any action (or knowingly fail to take any action) which action (or failure to act) prevents or impedes or would reasonably be expected to prevent or impede the Getty Mergers from qualifying as a reorganization. Subject to the limitations and qualifications described below under the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Getty Mergers to holders of Getty Images Common Shares,” and based upon customary assumptions and representations made by New CCNB and Getty Images in customary tax representation letters delivered by such parties, as well as certain covenants and undertakings of New CCNB and Getty Images, Weil, Gotshal & Manges LLP, tax counsel to Getty Images, is currently of the opinion that the Getty Mergers will qualify as a reorganization. Based on the opinion of counsel, Getty Images currently expects the Getty Mergers to qualify as a reorganization. However, the qualification of the Getty Mergers as a reorganization depends on numerous facts and circumstances, some of which may change between the date of this proxy statement/prospectus and the Closing of the Business Combination and cause the opinion of counsel to no longer be in effect.
Neither New CCNB’s nor Getty Images’ obligation to complete the Getty Mergers is conditioned upon the receipt of an opinion of counsel (as of the date of the Closing of the Business Combination or otherwise) regarding the qualification of the Getty Mergers as a reorganization for U.S. federal income tax purposes. New CCNB and Getty Images have not sought and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the Getty Mergers, and even if an opinion of counsel as of the Closing of the Business Combination were obtained by either party, an opinion of counsel is not binding on the Internal Revenue Service or any court. Accordingly, even if New CCNB and Getty Images report the Getty Mergers as qualifying as a reorganization, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to the position taken by New CCNB and Getty Images.
For a more complete discussion of the material U.S. federal income tax consequences of the Getty Mergers, please carefully review the information set forth in the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Getty Mergers to holders of Getty Images Common Shares.” The tax consequences of the Getty Mergers to any particular holder will depend on that holder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the Getty Mergers, including the effects of U.S. federal, state or local, non-U.S. and other tax laws.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. CCNB and Getty Images filed the required forms under the HSR Act with the Antitrust Division and the FTC on January 6, 2022 and requested early termination of the waiting period under the HSR Act. The waiting period expired on February 7, 2022.
At any time before or after consummation of the Business Combination, notwithstanding expiration or termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of Getty Images’ assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. CCNB cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, CCNB cannot assure you as to its result.
 
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CCNB, New CCNB and Getty Images are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Emerging Growth Company
New CCNB is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. New CCNB has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, New CCNB, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New CCNB’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
New CCNB could be an emerging growth company for up to five years, although circumstances could cause New CCNB to lose that status earlier, including if the market value of shares of New CCNB Class A Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case New CCNB would no longer be an emerging growth company as of the following fiscal year end. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Risk Factor Summary
In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the Annexes, and especially consider the factors discussed in the section titled “Risk Factors.” The occurrence of one or more of the events or the circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect Getty Images’ and CCNB’s ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition or results of operations of Getty Images. These risks include the following:
Risks Related to Getty Images

Risks relating to the impact of worldwide economic, political and social conditions, including the effect of the COVID-19 pandemic on Getty Images’ operations, and the operations of Getty Images’ customers, partners and suppliers;

Getty Images’ inability to attract new and retain existing and repeat customers;

Getty Images’ inability to offer relevant, quality and diversity of content to satisfy customer needs;

The intense competition Getty Images faces could reduce Getty Images’ revenues, margins and operating results;
 
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Getty Images’ inability to successfully execute Getty Images’ business strategy in new and rapidly changing markets;

Getty Images’ inability to continue to achieve Getty Images’ projected cost savings;

Losing the right to use the “Getty Images” trademark;

Getty Images’ failure to expand into new products, services and technologies;

Getty Images’ inability to adapt as Getty Images’ customers’ industries change;

Getty Images’ inability to expand Getty Images’ operations into new products, services and technologies;

Failure to technologically or develop, market and sell new products and services, or enhance existing technology and products and services to meet customer requirements;

Getty Images’ reliance on third parties to drive traffic to Getty Images’ website, and these providers changing their search engine algorithms;

Getty Images’ failure to successfully expand into new international markets;

Risks relating to global regulatory, operational, financial and economic changes and instability;

Failure to increase customer and supplier awareness of certain of Getty Images’ new and emerging products and services;

Negative impacts of currency fluctuations;

Getty Images’ inability to adequately maintain, adapt and upgrade Getty Images’ websites and technology systems to ingest and deliver higher quantities of new content and allow existing and new customers to successfully search for our content;

Getty Images’ inability to grow at historic growth rates or at all;

Getty Images’ failure to meet Getty Images’ growth objectives and strategies;

Technological interruptions that impair access to Getty Images’ websites or the efficiency of Getty Images’ websites and technology systems damaging our reputation and brand;

Getty Images’ failure to protect the proprietary information of Getty Images’ customers and Getty Images’ networks against security breaches;

Getty Images’ inability to acquire or integrate new content and product lines;

The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into Getty Images’ business;

Risks related to Getty Images’ use of independent contractors;

Getty Images’ inability to protect and enforce our intellectual property rights;

Infringement on intellectual property rights of third parties;

An increase in government regulation of the industries and markets in which Getty Images operates, including with respect to the internet and e-commerce;

Exposure to greater than anticipated income and transaction tax liabilities;

Cybersecurity breaches or Getty Images’ actual or perceived failure to comply with such legal obligations by Getty Images, or by Getty Images’ third-party service providers or partners;

Payment-related risks that may result in higher operating costs or the inability to process payments;

Potential for goodwill or other intangible asset impairment charges;

Getty Images’ inability to obtain additional capital on commercially reasonable terms; and

Complaints or litigation that may adversely affect Getty Images’ business and reputation
 
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Risks Related to the Business Combination and CCNB

CCNB and Getty Images will incur significant transaction and transition costs in connection with the Business Combination.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

The Sponsor and each of CCNB’s officers and directors agreed to vote in favor of our initial business combination, including the Business Combination in particular, as applicable, regardless of how CCNB’s shareholders vote.

Since the Sponsor and our directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with New CCNB is appropriate as our initial business combination and in recommending that shareholders vote in favor of approval of the CCNB Shareholder Proposals. Such interests include that the Sponsor and our directors and executive officers, will lose their entire investment in us if our initial business combination is not completed, and that the Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate CCNB.

The ability of our public shareholders to exercise their Redemption Right with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

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.
A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of shares of New CCNB Class A Common Stock to drop significantly, even if New CCNB’s business is doing well.
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
The market prices of our securities could change significantly. Because the consideration payable in the Business Combination pursuant to the Business Combination will not be adjusted for changes in the market prices of the public shares, the value of the consideration that the Getty Images Equityholders will receive in the Business Combination may vary significantly from the value implied by the market prices of public shares on the date of the Business Combination Agreement, the date of this proxy statement/prospectus, and the date on which CCNB Shareholders vote on the approval of the CCNB Shareholder Proposals. CCNB Shareholders are urged to obtain current market quotations for our securities before making their decision with respect to the approval of the Business Combination Agreement.
Comparative Per Share Data of Getty Images
Historical market price information regarding Getty Images is not provided because there is no public market for Getty Images Common Shares.
 
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PRESENTATION OF FINANCIAL INFORMATION
This proxy statement/prospectus contains:

the audited consolidated financial statements of Griffey Global Holdings, Inc. as of December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2020, each prepared in accordance with U.S. GAAP;

the unaudited interim condensed consolidated financial statements of Griffey Global Holdings, Inc. as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 (such unaudited condensed financial statements prepared in accordance with U.S. GAAP);

the audited financial statements of CCNB as of December 31, 2021 and for the period from May 12, 2020 (inception) through December 31, 2020, each prepared in accordance with U.S. GAAP; and

the unaudited condensed financial statements of CCNB as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 (such unaudited condensed financial statements prepared in accordance with U.S. GAAP); and

the unaudited pro forma condensed combined financial information of Griffey Global Holdings, Inc. and CCNB as of and for the year ended December 31, 2021, prepared in accordance with Article 11 of SEC Regulation S-X.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section titled “CCNB Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CCNB’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
This information should be read in conjunction with “Risk Factors,” “Getty Images Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Getty Images’ consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Getty Images’ historical results are not necessarily indicative of future results. Such unaudited interim financial information has been prepared on a basis consistent with Getty Images’ audited consolidated financial statements.
The non-GAAP information of Getty Images above and elsewhere in this proxy statement/prospectus should be read in conjunction with Getty Images’ audited consolidated financial statements and unaudited condensed consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus. Please see the section titled “Shareholder Proposal 2: The Business Combination Proposal —  Certain Getty Images Projected Financial Information” beginning on page 164 of this proxy statement/prospectus.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS
The questions and answers below highlight only selected information from this document and only briefly address certain commonly asked questions about the proposals to be presented at the Shareholders Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our shareholders. We urge shareholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Shareholders Meeting, which will be held on July 19, 2022 at 9:00 a.m., Eastern Time, 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.
Q.
Why am I receiving this proxy statement/prospectus?
A.
You are receiving this proxy statement/prospectus in connection with the Shareholders Meeting of CCNB’s shareholders. CCNB is holding the Shareholders Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
CCNB’s shareholders are being asked to consider and vote upon the Domestication Merger Proposal to approve CCNB merging with and into Domestication Merger Sub in accordance with Section18-209 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, and all outstanding securities of CCNB will convert to outstanding securities of New CCNB. The form of the proposed New CCNB Post-Closing Certificate of Incorporation and New CCNB Post-Closing Bylaws are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. See the section titled “Shareholder Proposal 1: The Domestication Merger Proposal.”
CCNB’s shareholders are also being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Agreement provides that, among other things, CCNB will acquire a majority of the equity interests in Getty Images through a series of mergers, with Getty Images becoming an indirect subsidiary of New CCNB. Shareholder approval of the Business Combination Agreement and the transactions contemplated thereby is required by the Business Combination Agreement and the Existing Organizational Documents. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and CCNB encourages its shareholders to read it in its entirety. See the section titled “Shareholder Proposal 2: The Business Combination Proposal.”
CCNB’s shareholders are also being asked to consider and vote upon the Adjournment Proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, including, 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. See the section titled “Shareholder Proposal 3: The Adjournment Proposal.
The holders of a majority of the outstanding CCNB Ordinary Shares present in person, by proxy or by authorized representative shall constitute a quorum for the Shareholders Meeting.
 
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YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q.
When and where will the Shareholders Meeting be held?
A.
The Shareholders Meeting will be held at 9:00 a.m., Eastern Time, on July 19, 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. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. 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. Only shareholders who held ordinary shares at the close of business on the Record Date will be entitled to vote at the Shareholders Meeting.
Q.
What is being voted on at the Shareholders Meeting?
A.
At the Shareholders Meeting, the shareholders of CCNB are being asked to vote on the following CCNB Shareholder Proposals:
(1)
The Domestication Merger Proposal;
(2)
The Business Combination Proposal; and
(3)
The Adjournment Proposal.
Q.
Are the CCNB Shareholder Proposals conditioned on one another?
A.
Each of the Domestication Merger Proposal and the Business Combination Proposal (together, the “Required CCNB Shareholder Proposals”) is interdependent upon the other and each must be approved in order for CCNB to complete the Business Combination contemplated by the Business Combination Agreement. The Business Combination Proposal and the Adjournment Proposal will require 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 Adjournment Proposal is not conditioned upon the approval of any of the other proposals. The Domestication Merger Proposal will require 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.
Q.
Why is CCNB proposing the Domestication Merger?
A.
The CCNB Board believes that it would be in the best interests of CCNB to effect the Domestication Merger to enable New CCNB to avoid certain taxes that would be imposed on New CCNB if New CCNB were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the CCNB Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by New CCNB’s officers and directors following the Closing. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures CCNB is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its prevalence as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to New CCNB’s corporate legal affairs following the Closing.
 
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The Domestication Merger will not occur unless the CCNB Shareholders have approved the Domestication Merger Proposal and the Business Combination Proposal and the Business Combination Agreement is in full force and effect prior to the Domestication Merger. The Domestication Merger will only occur on the Closing Date prior to the consummation of the Business Combination.
Q.
What is involved with the Domestication Merger?
A.
The Domestication Merger will require CCNB to file certain documents in both the Cayman Islands and the State of Delaware to effectuate the merger of CCNB with and into Domestication Merger Sub. At the effective time of the Domestication Merger, which will be 12:01 a.m. on the Closing Date, the surviving company of the Domestication Merger will not be a company incorporated under the laws of the Cayman Islands, and New CCNB (of which Domestication Merger Sub will be a wholly-owned direct subsidiary) will survive the Domestication Merger as a Delaware corporation and, simultaneously with the Business Combination, will change its name to “Getty Images Holdings, Inc.” The Existing Organizational Documents will be replaced by the New CCNB Pre-Closing Certificate of Incorporation, and following the consummation of the Business Combination, the New CCNB Post-Closing Certificate of Incorporation and Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.
Q.
When do you expect that the Domestication Merger will be effective?
A.
The Domestication Merger is expected to become effective at 12:01 a.m. on the Closing Date and in connection with the completion of the Business Combination.
Q.
How will the Domestication Merger affect my securities of CCNB?
A.
Pursuant to the Domestication Merger and without further action on the part of CCNB’s shareholders, each outstanding CCNB Ordinary Share will be exchanged on a one-for-one basis for shares of New CCNB Common Stock, and each of the outstanding CCNB Warrants will be converted into and become New CCNB Warrants. Although it will not be necessary for you to exchange your certificates representing CCNB Ordinary Shares after the Domestication Merger, New CCNB will, upon request, exchange your CCNB Ordinary Share certificates for the applicable number of shares of New CCNB Common Stock, and all certificates for securities issued after the Domestication Merger will be certificates representing securities of New CCNB.
Q.
What are the material U.S. federal income tax consequences of the Domestication Merger to holders of CCNB Class A Ordinary Shares and public warrants?
A.
As discussed more fully under the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders” below, the Domestication Merger, together with the Statutory Conversion, will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets, such as CCNB, this result is not free from doubt. In the case of a transaction, such as the Domestication Merger (together with the Statutory Conversion), that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of CCNB Class A Ordinary Shares will be subject to Section 367(b) of the Code and as a result:

a U.S. Holder of CCNB Class A Ordinary Shares whose CCNB Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication Merger, and who on the date of the Domestication Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of CCNB Ordinary Shares entitled to vote and less than 10% of the total value of all classes of CCNB Ordinary Shares, will generally not recognize any gain or loss on the exchange of CCNB Class A Ordinary Shares for shares in New CCNB (a Delaware corporation following the Statutory Conversion) and will generally not be required to include any part of CCNB’s earnings in income pursuant to the Domestication Merger;

a U.S. Holder of CCNB Class A Ordinary Shares whose CCNB Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication Merger, and who on the date of
 
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the Domestication Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of CCNB Ordinary Shares entitled to vote and less than 10% of the total value of all classes of CCNB Ordinary Shares will generally recognize gain (but not loss) on the exchange of CCNB Class A Ordinary Shares for shares in New CCNB (a Delaware corporation following the Statutory Conversion) pursuant to the Domestication Merger. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their CCNB Class A Ordinary Shares, provided certain other requirements are satisfied. CCNB does not expect to have significant cumulative earnings and profits on the date of the Domestication Merger; and

a U.S. Holder of CCNB Class A Ordinary Shares who on the date of the Domestication Merger owns (actually and constructively) 10% or more of the total combined voting power of all classes of CCNB Ordinary Shares entitled to vote or 10% or more of the total value of all classes of CCNB Ordinary Shares will generally be required to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its CCNB Class A Ordinary Shares on the exchange of CCNB Class A Ordinary Shares for shares in New CCNB (a Delaware corporation following the Statutory Conversion). Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. CCNB does not expect to have significant cumulative earnings and profits on the date of the Domestication Merger.
Furthermore, even in the case of a transaction, such as the Domestication Merger (together with the Statutory Conversion), that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of CCNB Class A Ordinary Shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its CCNB Class A Ordinary Shares or public warrants for the common stock or warrants of New CCNB (a Delaware corporation following the Statutory Conversion) pursuant to the Domestication Merger under the “passive foreign investment company,” or PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging public warrants for newly issued warrants in the Domestication Merger) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of New CCNB (a Delaware corporation following the Statutory Conversion) received in the Domestication Merger and the U.S. Holder’s adjusted tax basis in the corresponding CCNB Class A Ordinary Shares or public warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because CCNB is a blank check company with no current active business, we believe that CCNB may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of CCNB Class A Ordinary Shares or public warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of the Delaware corporation pursuant to the Domestication Merger, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s CCNB Class A Ordinary Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of CCNB. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication Merger, see the discussion in the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders — U.S. Holders — PFIC Considerations.”
Additionally, the Domestication Merger may cause Non-U.S. Holders (as defined in “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s New CCNB Common Stock after the Domestication Merger.
 
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The tax consequences of the Domestication Merger are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication Merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication Merger, including with respect to public warrants, see “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders.”
Q.
What are the material U.S. federal income tax consequences to holders of CCNB Class A Ordinary Shares that exercise their Redemption Right?
A.
As discussed more fully under the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders” below, a U.S. Holder (as defined in such section) that exercises its Redemption Right to receive cash in exchange for its New CCNB Common Stock will generally be treated as selling such New CCNB Common Stock, resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New CCNB Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants).
Additionally, because the Domestication Merger will occur prior to the redemption of U.S. Holders exercising their Redemption Right, such U.S. Holders will be subject to the potential tax consequences of Section 367(b) of the Code and the potential tax consequences of the PFIC rules as a result of the Domestication Merger.
For a description of the tax consequences for holders of CCNB Class A Ordinary Shares exercising their Redemption Right in connection with the Business Combination, see the sections titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and“Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication Merger to CCNB Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”
All holders of CCNB Class A Ordinary Shares considering exercising their Redemption Right are urged to consult their tax advisors on the tax consequences to them of an exercise of their Redemption Right, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.
Q.
What are the material United States federal income tax consequences of the Getty Mergers to holders of Getty Images Common Shares?
A.
The Getty Mergers, taken together as an integrated transaction, have been structured to qualify as a single “reorganization” within the meaning of Section 368(a) of the Code. In the Business Combination Agreement, each party represents that there are no facts, circumstances or plans that, either alone or in combination, would reasonably be expected to prevent or impede the Getty Mergers from qualifying as a reorganization. In addition, New CCNB and Getty Images agree not to (and to cause their subsidiaries not to) take any action (or knowingly fail to take any action) which action (or failure to act) prevents or impedes or would reasonably be expected to prevent or impede the Getty Mergers from qualifying as a reorganization. Subject to the limitations and qualifications described below under the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Getty Mergers to holders of Getty Images Common Shares,” and based upon customary assumptions and representations made by New CCNB and Getty Images in customary tax representation letters delivered by such parties, as well as certain covenants and undertakings of New CCNB and Getty Images, Weil, Gotshal & Manges LLP, tax counsel to Getty Images, is currently of the opinion that the Getty Mergers will qualify as a reorganization. Based on the opinion of counsel, Getty Images currently expects the Getty Mergers to qualify as a reorganization. However, the qualification of the Getty Mergers as a reorganization depends on numerous facts and
 
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circumstances, some of which may change between the date of this proxy statement/prospectus and the Closing of the Business Combination and cause the opinion of counsel to no longer be in effect.
Neither New CCNB’s nor Getty Images’ obligation to complete the Getty Mergers is conditioned upon the receipt of an opinion of counsel (as of the date of the Closing of the Business Combination or otherwise) regarding the qualification of the Getty Mergers as a reorganization for U.S. federal income tax purposes. New CCNB and Getty Images have not sought and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the Getty Mergers, and even if an opinion of counsel as of the Closing of the Business Combination were obtained by either party, an opinion of counsel is not binding on the Internal Revenue Service or any court. Accordingly, even if New CCNB and Getty Images report the Getty Mergers as qualifying as a reorganization, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to the position taken by New CCNB and Getty Images.
For a more complete discussion of the material U.S. federal income tax consequences of the Getty Mergers, please carefully review the information set forth in the section titled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Getty Mergers to holders of Getty Images Common Shares.” The tax consequences of the Getty Mergers to any particular holder will depend on that holder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the Getty Mergers, including the effects of U.S. federal, state or local, non-U.S. and other tax laws.
Q.
Why is CCNB proposing the Business Combination?
A.
CCNB was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Since CCNB’s organization, the CCNB Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Getty Images, the CCNB Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the CCNB Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of CCNB’s Shareholders. The CCNB Board believes that, based on its review and consideration, the Business Combination with Getty Images presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Approval of the Business Combination by CCNB’s Shareholders is required by the Business Combination Agreement and the Existing Organizational Documents.
Q.
What will happen in the Business Combination?
A.
The Business Combination consists of a series of transactions pursuant to which: (a) on the day prior to the Closing Date, New CCNB will statutorily convert from a Delaware limited liability company to a Delaware corporation; (b) at 12:01 a.m. on the Closing Date, CCNB will be merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB and New CCNB will survive the Domestication Merger as the public company with (i) each CCNB Class A Ordinary Share being converted into the right of the holder thereof to receive one share of New CCNB Pre-Closing Class A Common Stock, (ii) each CCNB Class B Ordinary Share being converted into the right of the holder thereof to receive one share of New CCNB Class B Common Stock and (iii) each CCNB Warrant ceasing to represent a right to acquire CCNB Class A Ordinary Shares and instead representing a right to acquire shares of New CCNB Pre-Closing Class A Common Stock; (c) on the Closing Date, at the Closing and prior to the PIPE Financing and the consummation of the transactions contemplated by the Forward Purchase Agreement and the Backstop Agreement, if applicable, New CCNB will amend and restate the New CCNB Pre-Closing Certificate of Incorporation in the form of the New CCNB Post-Closing Certificate of Incorporation to provide for, among other things, New CCNB Class A Common Stock and New CCNB Class B Common Stock, which New CCNB Class B Common Stock will be subject to stock price based vesting; (d) on the Closing Date, at the Closing and contingent upon the filing of the New CCNB Post-Closing Certificate of Incorporation, the transactions contemplated by the Sponsor Side Letter will be consummated, including the conversion of the New CCNB Pre-Closing Class B Common
 
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Stock into New CCNB Class A Common Stock and New CCNB Class B Common Stock; (e) on the Closing Date, at the Closing and prior to the Getty Mergers, New CCNB will consummate the PIPE Financing and the transactions contemplated by the Forward Purchase Agreement and the Backstop Agreement, if applicable; (f) on the Closing Date following the consummation of the PIPE Financing and the transactions contemplated by the Forward Purchase Agreement and the Backstop Agreement, if applicable, G Merger Sub 1 will be merged with and into Getty Images in the First Getty Merger, with Getty Images surviving the First Getty Merger as a direct wholly-owned subsidiary of Domestication Merger Sub; and (g) immediately after the First Getty Merger, Getty Images will be merged with and into G Merger Sub 2 in the Second Getty Merger, with G Merger Sub 2 surviving the Second Getty Merger as a direct wholly-owned subsidiary of Domestication Merger Sub.
Q.
What consideration will be received in connection with the Business Combination?
A.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First Getty Merger (and, for the avoidance of doubt, following the Partnership Liquidation) (the “First Effective Time”), (a) each Getty Images Share that is issued and outstanding immediately prior to the First Effective Time (including Getty Images Shares resulting from the Partnership Liquidation, but excluding Getty Images Shares as to which appraisal rights have been properly exercised in accordance with Delaware law and Getty Images Shares held by Getty Images as treasury stock) will be cancelled and converted into the right to receive the applicable portion of the merger consideration, in accordance with the applicable portion of the merger consideration in accordance with an allocation schedule to be provided by Getty Images (the “Allocation Schedule”) that will set forth the allocation of the merger consideration (including the Earn-Out Shares (as defined below)) among the equityholders of Getty Images, consisting of (i) with respect to each holder of Getty Images Common Shares, a number of shares of New CCNB Common Stock equal to the Per Common Share Merger Consideration as determined under the merger agreement and further described below as the “Per Common Share Merger Consideration,” which has an aggregate value of $1,963,535,635 (calculated based upon the closing price of $9.96 per public share on the NYSE on June 23, 2022),(ii) with respect to the preferred stockholder, (A) a number of shares of New CCNB Class A Common Stock equal to the Preferred Stock Consideration in respect of its Company Preferred Shares (subject to the “Preferred Stock Consideration Adjustment” further described herein), which had an aggregate value of $150,000,000 as of December 9, 2021, and (B) the Preferred Cash Consideration (subject to the “Cash Adjustment Amount” further described herein) , which had an expected aggregate estimated value of $602,562,845 on May 31, 2022, calculated as of April 22, 2022, and (b) each Getty Images Option (whether vested or unvested) to purchase Getty Images Common Shares that is outstanding as of immediately prior to the First Effective Time will be converted into an option to purchase a number of shares of New CCNB Class A Common Stock based on the Option Exchange Ratio (as defined below) with an exercise price per share of New CCNB Class A Common Stock calculated in accordance with the terms of the Business Combination Agreement, which has an aggregate value of $186,920,026 (vested options calculated on a net exercise basis, excluding unvested options, and based upon the closing price of $9.96 per public share on the NYSE on June 23, 2022). In addition to the consideration to be paid at Closing, during a period to expire 10 years from the Closing Date (the “Earn-Out Period”), within 10 business days after the occurrence of the applicable triggering event, as described below, New CCNB will issue to the Getty Images Stockholders (in accordance with their respective pro-rata portion) an aggregate of up to 59,000,000 shares of New CCNB Class A Common Stock (subject to applicable adjustments) (as so adjusted, the “Earn-Out Shares”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and the other agreements contemplated thereby as follows: (i) a one-time issuance of one-third of the Earn-Out Shares if the VWAP of the shares of New CCNB Class A Common Stock is greater than or equal to $12.50 over any 20 trading days within any 30 consecutive trading day period (the “First Price Triggering Event”); (ii) a one-time issuance of one-third of the Earn-Out Shares if the VWAP of the shares of New CCNB Class A Common Stock is greater than or equal to $15.00 over any 20 trading days within any 30 consecutive trading day period (the “Second Price TriggeringEvent”) and (iii) a one-time issuance of one-third of the Earn-Out Shares if the VWAP of the shares of New CCNB Class A Common Stock is greater than or equal to $17.50 over any 20 trading days within any 30 consecutive trading day period (the “Third Price Triggering Event”). In addition, if there is a change of control of New CCNB prior to the expiration of the Earn-Out Period that will result in the holders of shares of New CCNB Class A Common
 
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Stock receiving a price per share equal to or in excess of the applicable price per share thresholds described above, then immediately prior to the consummation of such change of control transaction, New CCNB will issue the applicable portion of the Earn-Out Shares to Getty Images Stockholders (in accordance with their respective pro-rata portion) and the Getty Images Stockholders will be eligible to participate in such change of control transaction in respect of such applicable Earn-Out Shares. Please read the section titled “ShareholderProposal 2: The Business Combination Proposal” for further details. In addition, New CCNB will issue an aggregate of up to 6,000,000 Earn-Out Shares (subject to applicable adjustments), upon the terms and subject to the conditions set forth in the 2022 Earn Out Plan (the “New CCNB Earn-Out Plan”) as follows: (i) a one-time issuance of one-third of such Earn-Out Shares upon the First Price Triggering Event; (ii) a one-time issuance of one-third of such Earn-Out Shares upon the Second Price Triggering Event and (iii) a one-time issuance of one-third of such Earn-Out Shares upon the Third Price Triggering Event. Please read the section titled “Executive Compensation of Getty Images — New CCNB Earn-Out Plan Summary” for further details.
Q.
What are the material differences, if any, in the terms and price of securities issued at the time of CCNB’s initial public offering as compared to the securities that will be issued as part of the PIPE Financing at the Closing? Will the Sponsor or any of its directors, officers or affiliates participate in the PIPE Financing?
A.
Units were the units issued at the time of the IPO consisting of CCNB Class A Ordinary Shares and public warrants, at an offering price per unit of $10.00. At the Closing, the CCNB Class A Ordinary Shares will convert into shares of New CCNB Class A Common Stock and the public warrants will convert into New CCNB Warrants. The PIPE Investors and Multiply Group will receive New CCNB Class A Common Stock at a price per share of $10.00 as part of the PIPE Financing at the Closing, and will therefore hold the same security as the holders of Class A Ordinary Shares immediately following the Business Combination, although the PIPE Investors and Multiply Group as such will not receive any public warrants. The PIPE Financing will raise an aggregate of $225,000,000, of which $100.0 million will be funded by the Sponsor and $50.0 million will be funded by Getty Investments.
Q:
What equity stake will the current shareholders of CCNB, Multiply Group and the current shareholders of Getty Images hold in Getty Images immediately after the Closing?
A:
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.
 
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If all of the New CCNB Warrants and Forward Purchase Warrants were exercisable and immediately exercised upon completion of the Business Combination on a 1:1 basis for cash, CCNB’s public shareholders (other than the PIPE Investors) would receive in aggregate approximately 24.3% of the shares of New CCNB Common Stock on a fully diluted basis, the Sponsor Group and the Independent Directors would receive in aggregate approximately 18.5% of the shares of New CCNB Common Stock on a fully diluted basis (iii) Multiply Group would own in aggregate approximately 1.8% of the shares of New CCNB Common Stock on a fully diluted basis and (iv) the Getty Images Stockholders would own in aggregate approximately 55.4% of the shares of New CCNB Common Stock on a fully diluted basis (of which the Getty Family Stockholders would own approximately 32.9% 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 would own approximately 14.6% of the issued and outstanding shares of New CCNB Common Stock, assuming that the Sponsor Group does not transfer any of the New CCNB Warrants held by them prior to the Closing or New CCNB Warrants held by them at or after the Closing; however, the New CCNB Warrants are subject to restrictions on the timing of their exercise and may also be exercisable on a cashless basis by reference to the fair market value of the New CCNB Class A Common Stock, and these percentages are therefore indicative only. Therefore, the voting rights of such shareholders will slightly differ from the indicated ownership percentages.
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. 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, 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.
For more information, please see the sections titled “Beneficial Ownership of Securities” and “Unaudited Pro Forma Condensed Combined Financial Information.
Q.
What interests do the current CCNB Shareholders and CCNB’s other current officers and directors have in the Business Combination?
A:
When you consider the recommendation of the CCNB Board to vote in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind 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 and warrant holders 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%
 
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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 officers and directors hold a direct or indirect interest and which were acquired for an aggregate purchase price of $18.6 million in a private placement that took place simultaneously with the consummation of the CCNB IPO, would become worthless. Such securities may have a higher value than $18.6 million (the price paid for such securities) at the time of the Business Combination, estimated to have an aggregate market value of $7.2 million based upon the closing price of $0.39 per public warrant on the NYSE on June 23, 2022;

the fact that CCNB entered into the Forward Purchase Agreement with NBOKS, as amended by the NBOKS Side Letter, which provides for the purchase of up to 20,000,000 Forward Purchase Shares and 3,750,000 redeemable Forward Purchase Warrants to purchase one share of New CCNB Class A Common Stock, for an aggregate purchase price of $200 million, which investment will close concurrently with the Closing in accordance with the terms and subject to the conditions of the Forward Purchase Agreement (as amended by the NBOKS Side Letter);

the fact that CCNB entered into the Backstop Agreement with NBOKS, 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 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) at Closing, subscribe for shares of New CCNB Class A Common Stock at $10.00 per share to fund redemptions by shareholders of CCNB in connection with the Business Combination in an amount of up to $300,000,000;

the fact that the Sponsor has entered into a commitment to invest an aggregate of $100 million in the PIPE Investment, pursuant to the terms of a Subscription Agreement entered among the Sponsor, CCNB and New CCNB;

the fact that upon consummation of the Business Combination, the Sponsor Group and the Independent Directors are expected to hold an economic ownership in New CCNB, as further described in "Risk Factors - Risks Related to the Business Combination and CCNB - The public shareholders will experience immediate 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," through their ownership of founder shares, forward purchase shares issued to NBOKS, shares issued to the Sponsor pursuant to the PIPE Investment, shares issued to NBOKS in connection with the Backstop Agreement, shares issuable upon exercise of the New CCNB Warrants (including such warrants issuable pursuant to Working Capital Loans) and shares issuable to NBOKS upon exercise of the forward purchase warrants (assuming no redemptions, the forfeiture of all of the Earn-Out Shares and the occurrence of the applicable vesting events for the shares of New CCNB Class B Common Stock, as more specifically set forth in “Shareholder Proposal 2: The Business Combination Proposal — Consideration to Getty Equityholders in the Business Combination”), and is anticipated to be approximately 18.5% of the ownership of New CCNB immediately upon consummation of the Business Combination;

the fact that the Sponsor Group will pay an aggregate of $319,435,000, assuming no available Backstop, or up to $619,435,000 assuming full Backstop is subscribed for, for its investment in CCNB, as summarized in the table below. The shares of New CCNB Class B Common Stock held by the
 
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Sponsor following the consummation of the Business Combination are included in the table below. The Sponsor Group will not receive any Earn-Out Shares following the consummation of the Business Combination, and as a result, the Earn-Out Shares are not included in the table below. Following the consummation of the Business Combination, as a result of its previous investment in CCNB, the aggregate value of the Sponsor Group’s investment in New CCNB will be $861,409,200, based upon the respective closing prices of $9.96 per public share and $0.39 per public warrant on the NYSE on June 23, 2022:
Sponsor Group Ownership of CCNB Prior to the Business Combination
Securities
held by
Sponsor
Group
Sponsor Cost
at CCNB’s
initial public
offering
($)
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
(1)
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 30, 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.
 
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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;

the fact that the Sponsor and CCNB’s current officers and directors have agreed, for no additional consideration, to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if CCNB fails to complete an initial business combination by August 4, 2022;

the fact that the Registration Rights Agreement will be entered into by, among others, the Sponsor and the Independent Directors;

the fact that, as of the date of the Business Combination Agreement, the Sponsor, the Founder Holders, the Independent Directors and certain other parties have entered into the Stockholders Agreement relating to, among other things, the composition of the New CCNB Board following the Closing (including certain governance rights granted to the Sponsor, including designation rights with respect to the New CCNB Board), certain voting provisions and lockup restrictions;

the fact that Koch Financial Assets III, LLC (an affiliate of Koch Icon in a separately managed Koch business unit, which is a key equityholder of Getty Images whose consent was required to approve the Business Combination on behalf of Getty Images) is an anchor investor with a significant capital commitment to and a meaningful economic interest in NBOKS;

the fact that James Quella, a member of the CCNB Board, was appointed by an affiliate of a member of the Sponsor to serve as a director and on the compensation committee and audit committee of Dun & Bradstreet Corporation.

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other CCNB shareholders experience a negative rate of return in New CCNB;

the fact that CCNB agreed to pay the Sponsor a total of $20,000 per month for office space, secretarial and administrative services and such arrangement will terminate upon the Closing;

the fact that CCNB’s directors and officers will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement;

the fact that at the option of the Sponsor, an aggregate amount of $850,000 outstanding under the Working Capital Loans made by the Sponsor to CCNB on January 7, 2022 and May 20, 2022, respectively, is repayable in full upon consummation of the Business Combination or, at the option of the Sponsor, be converted (in whole or in part) into Private Placement Warrants in connection with the consummation of the Business Combination, and such amount (including amounts due under the outstanding Working Capital Loans) will likely be written off if an initial business combination is not consummated by August 4, 2022; and

the fact that the Sponsor Group has an aggregate of approximately $20,210,000 at risk that depends on the completion of a business combination, comprised of (i) the $25,000 purchase price for 25,700,000 Founder Shares (including the cost for the 120,000 Founder Shares held by the Independent Directors), (ii) the $18,560,000 purchase price for 18,560,000 Private Placement Warrants, (iii) the $850,000 amount outstanding under a Working Capital Loan made by the Sponsor to CCNB and (iv) less than $775,000 in aggregate fees due and out-of-pocket expenses to be repaid by CCNB.
In addition, certain persons who are expected to become members of the New CCNB Board after the completion of the Business Combination may have interests in the Business Combination that are different
 
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from, or in addition to, the interests of the CCNB Shareholders. See “Shareholder Proposal 2: The Business Combination Proposal — Interests of CCNB’s Directors and Officers and Others in the Business Combination.” for additional information.
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 CCNB 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 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.
As a result of multiple business affiliations, CCNB's officers and directors have certain fiduciary and contractual obligations to other entities. In addition, the Existing Organizational Documents provide that CCNB renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his capacity as a director or officer of CCNB and such opportunity is one CCNB is able to complete on a reasonable basis. CCNB is not aware of any such corporate opportunities not being offered to CCNB. CCNB does not believe that the fiduciary and contractual obligations of CCNB's officers, or the waiver of the corporate opportunities doctrine, has materially affected CCNB's search for an acquisition target or will materially affect CCNB’s ability to complete its business combination.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors), or their respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Required CCNB Shareholder Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Required CCNB Shareholder Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Right. In the event that the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers (including the Independent Directors) or their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their Redemption Right, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (1) holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal and the Adjournment Proposal, (2) holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Merger Proposal, (3) otherwise limit the number of public shares electing to redeem and (4) CCNB’s net tangible assets (as determined in accordance with Rule 3a51-1 (g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would
 
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affect the vote on the proposals to be submitted at the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of CCNB’s directors may result in a conflict of interest on the part of such director(s) between what he/she or they may believe is in the best interests of CCNB and its shareholders and what he/she or they may believe is best for himself/herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CCNB’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Q:
Did the CCNB Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
Yes. The CCNB Board obtained a fairness opinion from Solomon, dated December 9, 2021, to the CCNB Board, to the effect that, as of such date, and subject to the various assumptions, considerations, qualifications and limitations set forth in its written opinion, the aggregate Merger Consideration (as defined in such opinion) derived from the Transaction Equity Value to be paid by CCNB to the Company Equityholders (as defined in such opinion) pursuant to the Business Combination Agreement, is fair, from a financial point of view, to CCNB. The CCNB Board was not required under the Existing Organizational Documents to obtain the fairness opinion but did so as part of its due diligence and evaluation of the Business Combination. For a description of the opinion issued by Solomon to the CCNB Board, please see “Shareholder Proposal 2: The Business Combination Proposal — Opinion of Solomon Partners Securities, LLC .”
Q.
Who will have the right to nominate or appoint directors to New CCNB’s Board after the consummation of the Business Combination?
A.
Subject to the rights set forth under the Stockholders Agreement, each holder of New CCNB Common Stock has the exclusive right to vote for the election of directors following the consummation of the Business Combination. In the case of election of directors all matters to be voted on by stockholders must be approved by a plurality of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class.
New CCNB’s Board will be divided into three classes designated Class I, Class II and Class III. Under the Stockholders Agreement, subject to certain step down provisions, Getty Investments will have the right to nominate three board members (each, a “Getty Family Director”), Koch Icon will have the right to nominate two board members (each, a “Koch Director”) and CC Capital, on behalf of the Sponsor, will have the right to nominate one board member (the “Sponsor Director”). One of the Getty Family Directors will serve on the New CCNB Board as a Class I director following the Business Combination with a term ending at New CCNB’s 2023 annual meeting of stockholders. One Getty Family Director, one Koch Director and the Sponsor Director will serve on the New CCNB Board as Class II directors with terms ending at New CCNB’s 2024 annual meeting of stockholders. One Getty Family Director and one Koch Director will be nominated as Class III directors with terms ending at New CCNB’s 2025 annual meeting of stockholders.
CCNB Shareholders are not being asked to vote on the election of directors at the Shareholders Meeting to which this proxy statement/prospectus relates.
Q.
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A.
Following the closing of our IPO, an amount equal to $828,000,000 ($10.00 per unit) of the net proceeds from our IPO and the sale of the Private Placement Warrants was placed in the Trust Account. At March 31, 2022, approximately $828.8 million was held in the Trust Account for the purposes of consummating an initial business combination (which will be the Business Combination should it occur). These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing) or (b) the redemption of all of the public shares if we are unable to complete a business combination by August 4, 2022, subject to applicable law.
 
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If our initial business combination (which will be the Business Combination should it occur) is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination (which will be the Business Combination should it occur) or used for redemptions or purchases of the public shares, New CCNB following the Closing may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of New CCNB following the Closing, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Cash Sources and Uses of Funds for the Business Combination.”
Q.
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Right?
A.
Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their Redemption Right. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
If a public shareholder exercises its Redemption Right, such exercise will not result in the loss of any warrants that it may hold. Assuming that 64,101,307 CCNB Class A Ordinary Shares held by its public shareholders (or approximately 77.4% of the CCNB Class A Ordinary Shares outstanding) were redeemed, each of the retained outstanding public warrants (which will be New CCNB Warrants following the Closing) would have a value of approximately $0.39 per warrant based on the closing price of the public warrants on the NYSE on June 23, 2022. If a substantial number of, but not all, CCNB public shareholders exercise their Redemption Right, but choose to exercise their retained warrants, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional shares of New CCNB Class A Common Stock are issued.
The Business Combination Agreement provides that Getty Images’ obligation to consummate the Business Combination is conditioned on, among other things, Getty Images’ Net Funded Indebtedness being equal to or less than the Maximum Net Indebtedness Amount. If this condition is not met, and such condition is not waived by New CCNB, then the Business Combination Agreement may be terminated and the proposed Business Combination may not be consummated. In addition, in no event will CCNB redeem Class A Ordinary Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51 -1 (g)( 1) of the Exchange Act) to be less than $5,000,001.
The below sensitivity sets forth (x) the potential additional dilutive impact of each of the below additional dilution sources in a no redemption scenario, an illustrative redemption scenario, a contractual maximum redemption with available backstop scenario, a contractual maximum redemption with no backstop scenario and a charter redemption limitation scenario, and (y) the effective underwriting fee incurred in connection with the IPO in each redemption scenario.
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)
 
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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)
Outstanding Class A
Ordinary Shares Following
Redemption
82,800,000 41,400,000 18,698,693 48,668,896 499,504
Trust Value Per Share
$ 9.66 $ 9.31 $ 8.46 $ 9.41 N/A(14)
(1)
This scenario assumes that no CCNB Class A Ordinary Shares are redeemed by CCNB’s public shareholders.
(2)
This scenario assumes that 41,400,000 CCNB Class A Ordinary Shares are redeemed by CCNB’s public shareholders and that the Backstop is fully subscribed for.
(3)
This scenario assumes that 64,101,307 CCNB Class A Ordinary Shares are redeemed by CCNB’s public shareholders, which, based on the amount of $828,823,235 in the Trust Account as of March 31, 2022, represents the maximum amount of redemptions that would still enable us to have sufficient cash to satisfy the Net Funded Indebtedness Condition, and that the full Backstop is subscribed for.
(4)
This scenario assumes that 34,131,104 CCNB Class A Ordinary Shares are redeemed by CCNB’s public shareholders, which, based on the amount of $828,823,235 in the Trust Account as of March 31, 2022, represents the maximum amount of redemptions that would still enable us to have sufficient cash to satisfy the Net Funded Indebtedness Condition, and that the Backstop is not subscribed for.
(5)
This scenario assumes that 82,300,497 CCNB Class A Ordinary Shares are redeemed by CCNB’s public shareholders, which, based on the amount of $828,823,235 in the Trust Account as of March 31, 2022, represents the maximum amount of redemptions that would still enable us to have sufficient cash to satisfy the provision in the Existing Organizational Documents that prohibits us from redeeming our Class A Ordinary Shares in an amount that would result in our failure to have net tangible assets equaling or exceeding $5,000,001, the full Backstop is subscribed for and the Optional Equity Cure Amount is funded as described in footnote 10 below.
(6)
Includes 20,560,000 Founder Shares that will be converted into shares of New CCNB Class A Common Stock, 20,000,000 shares of New CCNB Class A Common Stock purchased by NBOKS pursuant to the Forward Purchase Agreement, 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, which are subject to certain vesting restrictions pursuant to the Sponsor Side Letter, 10,000,000 shares of New CCNB Class A Common Stock to be issued to the Sponsor in connection with the PIPE Investment and in the Illustrative Redemption Scenario, the Contractual Maximum Redemption with Available Backstop Scenario and the Charter Redemption Limitation Scenario, 30,000,000 shares of New CCNB Class A Common Stock to be issued to NBOKS in connection with the Backstop Agreement.
(7)
Includes shares to be issued to Multiply Group in connection with the Permitted Equity Financing.
(8)
Includes 850,000 New CCNB Warrants that may be issued upon conversion of the $850,000 in Working Capital Loans outstanding as of June 30, 2022, and 3,750,000 Forward Purchase Warrants.
(9)
Includes 197,142,132 shares of New CCNB Class A Common Stock issued to Getty Images Stockholders, 15,000,000 shares of New CCNB Class A Common Stock in Preferred Stock Consideration to Koch Icon as consideration for Getty Images Preferred Stock, 5,000,000 shares of New CCNB Class A Common Stock to be issued to the Getty Family Stockholders in connection with the PIPE Investment, 18,801,583 shares of New CCNB Class A Common Stock underlying vested Getty Images Options calculated on a net exercise basis, which represents an aggregate 27,395,103 outstanding vested Getty Images Options less implied share buybacks of approximately 8,593,520.
(10)
Assumes the Optional Equity Cure Amount is funded by either (i) a subscription by Getty Images Stockholders of shares of New CCNB Class A Common Stock under a PIPE Subscription Agreement or (ii) the Preferred Stock Consideration will be increased by a number of shares of New CCNB Class A Common Stock obtained by dividing (x) the Cash Adjustment Amount by (y) $10.00.
(11)
The Equity % with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator. For example, in the Illustrative Redemption Scenario, the Equity % with respect to the Earn-Out Shares would be calculated as follows: (a) 59,000,000 Earn-Out Shares (representing approximately 14.2% of the previously outstanding 414,403,716 shares); divided by (b) (i) 414,403,716 shares plus (ii) 59,000,000 Earn-Out Shares, 8,593,520 shares issued pursuant to the Shares Repurchased from Vested Options Exercise Proceeds Options, 26,748,706 shares issued pursuant to the 2022 Equity Incentive Plan, 5,000,000 shares issued pursuant to the 2022 Employee Stock Purchase Plan and 6,000,000 shares issued pursuant to the New CCNB Earn-Out Plan.
(12)
Reflects shares repurchased from vested options exercise proceeds, assuming vested options are net exercised at a price of $10.00 per share. Together with shares from net exercised vested options, represents shares from gross vested options.
(13)
The level of redemptions also impacts the effective underwriting fee incurred in connection with the IPO. In a no redemption scenario, based on the approximately $828.8 million in the Trust Account, CCNB’s approximately $29.0 million in deferred underwriting fees represents an effective deferred underwriting fee of approximately 3.5% as a percentage of cash in the Trust Account. In an illustrative redemption scenario, based on the approximately $414.3 million in the Trust Account, the effective underwriting fee would be approximately 7.0% as a percentage of the amount remaining in the Trust Account following
 
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redemptions. In a contractual maximum redemption with available Backstop scenario, based on the approximately $187.2 million in the Trust Account, the effective underwriting fee would be approximately 15.5% as a percentage of the amount remaining in the Trust Account following redemption. In a contractual maximum redemption with no Backstop scenario, based on the approximately $487.2 million in the Trust Account, the effective underwriting fee would be approximately 6.0% as a percentage of the amount remaining in the Trust Account following redemptions. In a charter redemption limitation scenario, based on the approximately $5,000,001 in the Trust Account, the effective underwriting fee would be approximately 579.6% as a percentage of the amount remaining in the Trust Account following redemptions.
(14)
The Charter Redemption Limitation Scenario assumes 82,300,497 shares of CCNB Class A Ordinary Shares are redeemed for the proceeds in the Trust Account. Accordingly, the Trust Value per Share of non-redeeming shareholders is not applicable in the Charter Redemption Limitation Scenario.
Q.
What conditions must be satisfied to complete the Business Combination?
A.
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the approval and adoption of each of the Business Combination Proposal and the Domestication Merger Proposal by CCNB Shareholders and the transactions contemplated thereby; (b) the waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement will have expired or been terminated; (c) there will not be any applicable law in effect that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or any order in effect preventing the consummation of the transactions contemplated thereby; (d) the shares of New CCNB Class A Common Stock to be issued in connection with the Business Combination having been approved for listing on the NYSE, (e) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) since the Effective Date, (f) New CCNB’s Net Funded Indebtedness (as defined in the Business Combination Agreement) being equal to or less than the Maximum Net Indebtedness Amount, (g) CCNB having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Closing, (h) this registration statement on Form S-4 will have become effective in accordance with the provisions of the Securities Act, no stop order will have been issued by the SEC and no proceeding seeking such stop order has been threatened or initiated by the SEC that remains pending; and (i) CCNB’s share redemption will have been completed in accordance with the terms of the Business Combination Agreement, CCNB’s governing documents, the Trust Agreement and this Form S-4; and (j) the Domestication Merger having been consummated.
See the section titled “Shareholder Proposal 2: The Business Combination Proposal” for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.
Q.
When do you expect the Business Combination to be completed?
A.
It is currently expected that the Business Combination will be completed in June or July of 2022.
This timing depends, among other things, on the approval of the Required CCNB Shareholder Proposals to be presented at the Shareholders Meeting. However, the Shareholders Meeting could be adjourned if the Adjournment Proposal is adopted at the Shareholders Meeting and CCNB elects to adjourn the Shareholders Meeting to a later date or dates to permit further solicitation and vote of proxies as permitted by the Business Combination Agreement.
Q.
What happens if the Business Combination is not completed?
A.
If a shareholder has tendered shares to be redeemed but the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant shareholders as appropriate. The current deadline set forth in the Existing Organizational Documents for CCNB to complete its initial business combination (which will be the Business Combination should it occur) is August 4, 2022 (24 months after the closing of the IPO).
Q.
What differences will there be between the current constitutional documents of CCNB and the New CCNB Post-Closing Certificate of Incorporation and the New CCNB Post-Closing Bylaws following the Closing?
A.
The consummation of the Business Combination is conditioned, among other things, on the
 
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