United States securities and exchange commission logo
January 4, 2021
Chinh E. Chu
Chief Executive Officer
CC Neuberger Principal Holdings I
200 Park Avenue, 58th Floor
New York, NY 10166
Re: CC Neuberger
Principal Holdings I
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 14,
2020
File No. 333-249953
Dear Mr. Chu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 4, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed on December
14, 2020
Selected Historical Financial and Other Data of E2open
Non-GAAP Financial Measures, page 51
1. We note the revisions
throughout your filing in response to prior comment 1. Please also
include a presentation,
with equal or greater prominence, of the most directly comparable
GAAP financial measures
when presenting ratios of non-GAAP measures in tabular
disclosures throughout
your filing. For example, in your reconciliations of Adjusted
Gross Profit and
Adjusted Gross Margin, please disclose the amount of GAAP gross
margin for each of the
periods presented.
Chinh E. Chu
FirstName LastNameChinh E. ChuI
CC Neuberger Principal Holdings
Comapany
January NameCC Neuberger Principal Holdings I
4, 2021
January
Page 2 4, 2021 Page 2
FirstName LastName
CCNB1 Board s Reasons for the Approval of the Business Combination, page 177
2. We note your response to prior comment 14 regarding the valuation
process performed by
your board. To the extent material, please disclose the multiples of
the selected
comparable companies the board evaluated and the 14 precedent
transactions that the
board considered in its valuation.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 221
3. In the discussion of your determination of the accounting acquirer,
please also address the
basis for your conclusion that CCNB1 is the primary beneficiary of
E2open Holdings,
which was determined to be a VIE, as explained in your response to
prior comment 15.
Note 4. Adjustments to Pro Forma Condensed Combined Balance Sheet, page 232
4. In response to prior comment 17, you indicate that you will apply a
re-creation cost and/or
with-and-without methodology to estimate the fair value of the
customer relationships
intangible. Tell us what consideration was given to using a valuation
technique based on
the expected present value of future cash flows available from future
contracts with these
customers.
Note 5. Adjustments to Pro Forma Condensed Combined Statements of Operations,
page 236
5. As explained in your response to prior comment 18, the (AA)
adjustments were computed
based on the percentage fair value reduction of deferred revenue
applied to the total
reported amount of revenue. Pro forma income statements should reflect
the effects of the
pro forma balance sheet adjustments assuming the adjustments were made
as of the
beginning of the fiscal year presented. Refer to Rule
11-02(a)(6)(i)(B) of Regulation S-
X. Please revise the pro forma adjustment to reflect the fair value
reduction related to the
amount of revenue recognized during the periods that was included in
deferred revenue at
the beginning of the fiscal year presented.
Management s Discussion and Analysis of Financial Condition and Results of
Operations of
E2open
Liquidity and Capital Resources, page 307
6. Please update the date through which E2open believes it will have
sufficient cash
resources to meet its requirements. In this regard, you disclose on
page F-50 that you will
have sufficient resources until at least November 2021. In addition,
please revise to
indicate your compliance with the covenants of the Term Loan Due 2024
and Revolving
Credit Facility as of the most recent interim balance sheet date.
Chinh E. Chu
FirstName LastNameChinh E. ChuI
CC Neuberger Principal Holdings
Comapany
January NameCC Neuberger Principal Holdings I
4, 2021
January
Page 3 4, 2021 Page 3
FirstName LastName
You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Peter Seligson, Esq.