As filed with the Securities and Exchange Commission on June 17, 2022

Registration No. 333-253969

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-1

ON FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

E2open Parent Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

7372

 

86-1874570

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification Number)

 

9600 Great Hills Trail, Suite 300E

Austin, TX 78759

(866) 432-6736

(Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant’s Principal Executive Offices)

 

 

Laura Fese

Executive Vice President and General Counsel

E2open Parent Holdings, Inc.

9600 Great Hills Trail, Suite 300E

Austin, Texas 78759

(512) 425-3536

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

From time to time after this Registration Statement become effective

(Approximate Date of Commencement of Proposed Sale to the Public)

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the securities Act of 1933, other than securities offered only in connection with dividend and interest reinvestment plans, check the following box. ☒

 

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

 

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

 

If this Form is a registration statement pursuant to General instruction I.D. or post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

 

If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

 

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

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

 

 

 

 


 

 

EXPLANATORY NOTE

 

On March 8, 2021, we filed a Registration Statement on Form S-1, which was subsequently amended on March 19, 2021 (File No. 333-253969) with the Securities and Exchange Commission (the “SEC”), declared effective on March 29, 2021, and then subsequently amended by Post-Effective Amendment No. 1 to Form S-1, filed with the SEC on July 6, 2021 and declared effective on July 6, 2021 (as amended and supplemented, the “Registration Statement”). The Registration Statement originally registered the following:

 

the issuance by us of up to 29,079,972 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, including the Public Warrants, the Private Placement Warrants and the Forward Purchase Warrants (each as defined under “Frequently Used Terms”); and

 

the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 215,045,300 shares of Class A Common Stock and (ii) up to 15,280,000 Private Placement Warrants and Forward Purchase Warrants.

This Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (“Post-Effective Amendment No. 2”) is being filed by us to convert the registration statement on Form S-1 into a registration statement on Form S-3. No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

 


 

 

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

 

SUBJECT TO COMPLETION, DATED JUNE 17, 2022

PRELIMINARY PROSPECTUS

173,983,880 Shares of Class A Common Stock

29,079,972 Warrants to Purchase Class A Common Stock

 

This prospectus relates to: (1) the issuance by us of up to 29,079,972 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, including the Public Warrants, the Private Placement Warrants and the Forward Purchase Warrants (each as defined under “Frequently Used Terms”); and (2) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 173,983,880 shares of Class A Common Stock. The shares in this prospectus are less than the shares in the original registration Statement as certain shareholders from the original Registration Statement sold their shares in reliance on the Registration Statement.

This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Holders may offer or sell the securities. More specific terms of any securities that we and the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. Such prospectus supplement may also add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of shares securities by the Selling Holders pursuant to this prospectus or of the shares of Class A Common Stock by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the securities. The Selling Holders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Holders may sell the shares in the section entitled “Plan of Distribution.” In addition, certain of the securities being registered hereby are subject to vesting and/or transfer restrictions that may prevent the Selling Holders from offering or selling such securities upon the effectiveness of the registration statement of which this prospectus is a part. See “Description of Securities” for more information.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Class A Common Stock is listed on The New York Stock Exchange under the symbol “ETWO.” On June 10, 2022, the last reported sale price of our Class A Common Stock on The New York Stock Exchange was $7.76 per share.

Investing in our Class A Common Stock involves a high degree of risk. See the section titled Risk Factors below.

Neither the Securities and Exchange Commission (the “SEC”) nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 17, 2022.

 

 


 

 

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

ii

 

MARKET AND INDUSTRY DATA

ii

 

TRADEMARKS AND SERVICE MARKS

ii

 

WHERE YOU CAN FIND MORE INFORMATION

iii

 

INCORPORATION OF DOCUMENTS BY REFERENCE

iii

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

iv

 

FREQUENTLY USED TERMS

vi

 

PROSPECTUS SUMMARY

1

 

THE OFFERING

3

 

RISK FACTORS

5

 

USE OF PROCEEDS

6

 

SELLING HOLDERS

7

 

Certain Relationships and Related Party Transaction

14

 

DESCRIPTION OF SECURITIES

16

 

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

29

 

PLAN OF DISTRIBUTION

35

 

LEGAL MATTERS

38

 

EXPERTS

38

 

 

i


 

 

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the selling holders may, from time to time, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. We will not receive any proceeds from the sale by such Selling Holders of the securities offered by them described in this prospectus.

A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See Where You Can Find More Information.

Neither we nor the Selling Holders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under Where You Can Find More Information and Incorporation of Document by Reference.

Unless we otherwise state or the context otherwise indicates, all references in this prospectus to “E2open,” “the Company,” “us,” “our,” or “we” mean E2open Parent Holdings, Inc. and its consolidated subsidiaries

MARKET AND INDUSTRY DATA

Information contained in this prospectus concerning the market and the industry in which the Company competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by the Company based on such sources and the Company’s knowledge of the markets for its services and solutions. 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 but that there can be no assurance as to the accuracy or completeness of such information. The industry in which the Company operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus are subject to change based on various factors, including those described in the section entitled Risk Factors and elsewhere in this prospectus.

TRADEMARKS AND SERVICE MARKS

The Company owns, or has rights to, trademarks, service marks or trade names that it uses in connection with the operation of its business and that the Company considers important to its marketing endeavors, including the E2OPEN,

ii


 

BluJay, Logistyx, AMBER ROAD and INTTRA marks. This prospectus also contains trademarks of other companies that, to our knowledge, are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company.

Solely for legibility, the trademarks, service marks and trade names referred to in this prospectus are used without the ® and ™ symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. All trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which forms a part of such registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our securities, you should refer to the registration statement and to its exhibits. The registration statement has been filed electronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov and on our website at www.e2open.com. The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of the registration statement through the SEC’s website, as provided herein.

INCORPORATION OF DOCUMENTS BY REFERENCE

This registration statement incorporates by reference important business and financial information about our Company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and the SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference:

 

our Annual Report on Form 10-K for the year ended February 28, 2022, filed with the SEC on April 29, 2022 (File No. 001-39772) (the “Annual Report”);

 

the Annual Report on Form 10-K of CC Neuberger Principal Holdings I for the year ended December 31, 2020, filed with the SEC on May 5, 2021, and as amended on April 19, 2022 (File No. 001-39272);

 

all information in our Definitive Proxy Statement on Schedule 14A filed on May 27, 2022, to the extent incorporated by reference in our Annual report;

 

our Current Reports on Form 8-K, filed with the SEC on September 3, 2021, March 4, 2022, March 24, 2022, April 7, 2022, April 8, 2022, April 27, 2022, April 29, 2022 and June 15, 2022 (in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable) (File No. 001-39272); and

 

the description of our securities contained in our Amendment No. 1 to our Registration Statement on Form S-4 (Registration No. 333-249953), filed with the SEC on December 14, 2020, as updated by Exhibit 4.3 to our Annual Report.

iii


 

 

We also incorporate by reference any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including prior to the termination of the offering of the common stock or warrants made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

E2open Parent Holdings, Inc.

9600 Great Hills Trail, Suite 300E

Austin, Texas 78759

Attn: Investor Relations

Phone: (866) 432-6736

Those copies will not include exhibits, unless the exhibits have specifically been incorporated by reference in this document or you specifically request them.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein and therein contain “forward-looking statements” within the meaning of the federal securities law. These forward-looking statements give E2open’s current expectations and include projections of results of operations or financial condition or forecasts of future events. Words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the forgoing, forward-looking statements contained in this document, and any accompanying prospectus supplement and the documents incorporated by reference herein and therein, include our expectations regarding our future growth, operational and financial performance and business prospects and opportunities.

These forward-looking statements are based on information available at the time they were made and management’s then current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside our control and our directors, officers and affiliates. 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, add or to otherwise correct any forward-looking statements contained herein or therein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

the ability to recognize the anticipated benefits of the BluJay and Logistyx Technologies, LLC (“Logistyx”) acquisitions, which may be affected by, among other things, competition, the integration of these acquisitions with E2open may be more difficult, time-consuming or expensive than anticipated, the ability of the combined company to grow and manage growth profitably, maintain relationships with clients and suppliers and retain its management and key employees;

 

the inability to develop and maintain effective internal controls over financial reporting;

 

the inability to attract new clients or upsell/cross sell existing clients or the failure to renew existing client subscriptions on terms favorable to us;

 

risks associated with our extensive and expanding international operations, including the risks created by geopolitical instability;

iv


 

 

the inability to develop and market new and enhanced solutions;

 

the failure of the market for cloud-based omni-channel and supply chain management (“SCM”) solutions to develop as quickly as we expect or failure to compete successfully in a fragmented and competitive SCM market;

 

the inability to adequately protect key intellectual property rights or proprietary technology;

 

the diversion of management's attention and consumption of resources as a result of potential acquisitions of other companies;

 

risks associated with our past and prospective acquisitions (including the BluJay and Logistyx acquisitions), including the failure to successfully integrate operations, personnel, systems, technologies and products of the acquired companies, adverse tax consequences of acquisitions, greater than expected liabilities of the acquired companies and charges to earnings from acquisitions;

 

failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flow;

 

cyber-attacks and security vulnerabilities.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated.

v


 

FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

BluJay” means BluJay TopCo Limited, a private limited liability company registered in England and Wales which owns BluJay Solutions, a cloud-based logistics execution platform company.

BluJay Sellers” means BluJay and its subsidiaries.

Board” means the board of directors of the Company.

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

Business Combination PIPE Investment” means the private placement pursuant to which Business Combination PIPE Investors purchased an aggregate of 69,500,000 shares of Class A Common Stock in exchange for an aggregate amount of $695,000,000, on the terms and conditions set forth in the Business Combination Subscription Agreements.

Business Combination PIPE Investors” means the investors that have signed Business Combination Subscription Agreements.

Business Combination Subscription Agreements” means those certain subscription agreements entered into by and among CCNB1 on the one hand, and the Business Combination PIPE Investors, on the other hand, in connection with the Business Combination PIPE Investment.

Class A Common Stock” means the Class A Common Stock of the Company, par value $0.0001 per share.

Class B common stock” means, collectively, the Series B-1 common stock and the Series B-2 common stock.

Class V Common Stock” means the Class V Common Stock of the Company, par value $0.0001 per share.

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

Common Units” means common units representing limited liability company interests of E2open Holdings, which are non-voting, economic interests in E2open Holdings.

Company” means E2open Parent Holdings, Inc.

DGCL” means the Delaware General Corporation Law, as amended.

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

FATCA” means the Foreign Account Tax Compliance Act.

Forward Purchase” means the purchase of the Forward Purchase Securities contemplated by the Forward Purchase Agreement.

Forward Purchase Agreement” means the Forward Purchase Agreement, dated as of April 28, 2020, by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP.

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

Forward Purchase Shares” means 20,000,000 Class A ordinary shares purchased pursuant to the Forward Purchase Agreement.

vi


 

Forward Purchase Warrants” means 5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement.

Investor Rights Agreement” means the Investor Rights Agreement, dated as of February 4, 2021, by and among the Company, the Sponsor, certain Company Equityholders (as defined therein), equityholders of certain sellers, and certain other parties.

NYSE” means The New York Stock Exchange.

Private Placement” means the private placement by CCNB1 of 10,280,000 Private Placement Warrants to the Sponsor simultaneously with the closing of the IPO of CCNB1.

Private Placement Warrants” means 10,280,000 warrants to purchase Class A ordinary shares sold to the Sponsor simultaneously with the closing of the IPO of CCNB1in a private placement at a price of $1.00 per warrant, which automatically became redeemable warrants to acquire shares of Class A Common Stock in connection with the Business Combination.

Public Shareholders” means the holders of the Public Shares or Public Warrants that were sold in the IPO of CCNB1.

Public Shares” means CCNB1’s Class A ordinary shares sold in the IPO of CCNB1 (whether they were purchased in the IPO or thereafter in the open market).

Public Warrants” means the warrants to purchase Class A ordinary shares sold in the IPO of CCNB1, which automatically became redeemable warrants to acquire shares of Class A Common Stock in connection with the Business Combination.

Rule 144” means Rule 144 under the Securities Act.

SaaS” means software-as-a-service or a software distribution model in which E2open hosts applications for clients and makes these applications available to clients via the internet/cloud technology.

SCM” means omni-channel and supply chain management.

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

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

Series B-1 common stock” means the Series B-1 common stock of the Company, par value $0.0001 per share, which vested on June 8, 2021.

Series B-2 common stock” means the Series B-2 common stock of the Company, par value $0.0001 per share.

Series 1 RCU” means a Restricted Common Unit that vested on June 8, 2021.

Series 2 RCU” means a Restricted Common Unit that will vest upon the occurrence of a Series 2 Vesting Event, with the rights and privileges as set forth in the Third Amended and Restated Limited Liability Company Agreement.

Series 2 Vesting Event” with respect to each Series 2 RCU, (a) the occurrence of a VWAP 2 Vesting Event, (b) the occurrence of a change of control of the Company or E2open Holdings in which the acquirer is not a Flow-Through Seller or an affiliate thereof, or (c) a Liquidating Event pursuant to which each Common Unit would be entitled to at least $15.00 per Common Unit (taking into account the conversion of each Restricted Common Unit to a Common Unit); provided, however, that the reference to $15.00 shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing.

vii


 

SKU” means a functional application that may be used as a standalone or with other functional/SKUs, each of which belongs to only one product family, and each product family has between four and ten SKUs.

Tax Receivable Agreement” means the Tax Receivable Agreement entered into on February 4, 2021, between the Company and certain sellers.

Third Amended and Restated Limited Liability Company Agreement” means the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings, which became effective at the closing of the Business Combination on February 4, 2021.

“Total Addressable Market” or “TAM” means the estimated potential market size for supply chain management software in North America and Europe, E2open’s core geographies. The TAM was estimated on a bottoms-up basis by segmenting companies into industry use intensity categories: “high” (including high-tech, aerospace, and automotive industries), “medium” (including consumer packaged goods, food & beverage, manufacturing, retail, logistics, and chemicals industries), and “low” (including oil and gas and basic materials). Companies were also categorized into size buckets based on revenue to assess the potential recurring revenue opportunity. The estimated addressable market for each group of companies reflects the product of (a) the estimated number of companies for each segment and (b) the potential recurring revenue per company. The TAM reflects the sum of all groups of companies plus an aggregate estimate for industries with lower penetration (e.g., agriculture) as well as professional services and other spend.

upsell” means transactions in which a client purchases more of an existing SKU that is already currently utilized by that client, which is generally from expansion of the product into different geographic regions or divisions of the client, but may also arise from the adoption and organic growth in that account or pricing increases.

Whitespace” means the portion of the TAM that does not use a third-party SCM software and is estimated to be largely comprised of manual solutions completed by employees that involve little-to-no automation (e.g., spreadsheets) and home-grown solutions that are typically tailored software or add-on solutions developed in-house by IT resources and are not commercially available.

Warrants” means the Public Warrants, Private Placement Warrants and Forward Purchase Warrants.

 

 

viii


 

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before making your investment decision. You should read this entire prospectus and the information incorporated by reference herein carefully, including the matters discussed under the sections titled “Cautionary Note Regarding Forward Looking Statements,” “Risk Factors” and our consolidated financial statements and related notes, which are incorporated by reference herein.

The Company

We are a leading provider of cloud-based, end-to-end SCM software. Our platform spans many key strategic and operational areas including omni-channel operations, demand sensing, supply planning, global trade management, transportation and logistics and manufacturing and supply management. We generate revenue from the sale of software subscriptions and professional services. Our software combines networks, data and applications to provide a deeply embedded, mission-critical platform that allows clients to optimize their channels and supply chains by accelerating growth, reducing costs, increasing visibility and driving improved resiliency. Given the mission-critical nature of our solutions, we maintain long-term relationships with our clients, which is reflected by our high gross retention and average client tenure. In aggregate, we serve approximately 6,000 clients in all major countries in the world across a wide range of end-markets, including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others. Our large enterprise clients represent approximately 600 of our clients and are those who, when aggregated to their parent company, produce annual revenue greater than $1 billion. Additionally, these large enterprise clients generate $50,000 or more of our annual subscriptions revenue.

We operate in what we believe is an attractive industry with strong secular tailwinds and a TAM of more than $54 billion. This TAM is comprised of significant whitespace, which we estimate to be in excess of $1 billion just within our current client base. This upsell opportunity within our existing client base is largely driven by their current technology solution which is often a combination of legacy point solutions and home-grown applications, many of which are tied together with manual processes and spreadsheets. As manufacturing has evolved from brands owning the full production lifecycle to orchestrating disparate manufacturing, distribution and selling processes, supply chains have grown more complex, increasing demand for software solutions like ours and the need to modernize the existing technology landscape with cloud-based modern solutions. We believe our fully cloud-based, end-to-end software platform offers a differentiated and more connected solution for clients that gives them better value as compared to solutions offered by some of our competitors.

Background

CC Neuberger Principal Holdings I (“CCNB1”) was a blank check company incorporated on January 14, 2020 (inception) as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

CCNB1 became a public company on April 28, 2020 through an initial public offering (“IPO”). On February 4, 2021, CCNB1 and E2open Holdings, LLC, and its operating subsidiaries (“E2open Holdings”), completed the Business Combination contemplated by the definitive Business Combination Agreement entered into on October 14, 2020 (“Business Combination Agreement”). In connection with the Business Combination, CCNB1: (i) changed its name to “E2open Parent Holdings, Inc.”, (ii) changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (“Domestication”), and (iii) changed the New York Stock Exchange ticker symbols for its Class A Common Stock and warrants to “ETWO” and “ETWO WT,” respectively. Immediately following the Domestication, various entities merged with and into the Company, with the Company as the surviving company. Additionally, E2open Holdings became a subsidiary of the Company with the equity interests of E2open Holdings held by the Company and existing owners of E2open Holdings.

1


 

Corporate Information

E2open Parent Holdings, Inc. is a Delaware corporation. Our principal executive offices are located at 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759, and our telephone number at that address is (866) 432-6736. Our website is located at www.e2open.com. Our website and the information contained on, or accessed through, our website are not part of this prospectus, and you should rely only on the information contained in this prospectus when making an investment decision.

Unless the context indicates otherwise, references to “the Company,” “we,” “us” and “our” refer to E2open Parent Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries following the Business Combination. “CCNB1” refers to CC Neuberger Principal Holdings I prior to the Business Combination. “E2open Holdings” refers to E2open Holdings, LLC and its subsidiaries prior to the Business Combination.

 


2


 

 

THE OFFERING

We are registering the issuance by us of up to 29,079,972 shares of our Class A Common Stock that may be issued upon exercise of the Warrants to purchase Class A Common Stock, including the Public Warrants, the Private Placement Warrants and the Forward Purchase Warrants. We are also registering the resale by the Selling Holders or their permitted transferees of (i) up to 173,983,880 shares of Class A Common Stock and (ii) up to 15,280,000 Private Placement Warrants and Forward Purchase Warrants.

Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under Risk Factors below.

Shares of Class A Common Stock Offered Hereunder

Shares of our Class A Common Stock to be issued upon exercise of all Public Warrants, Private Placement Warrants and Forward Purchase Warrants

29,079,972 shares

Use of Proceeds

We will receive up to an aggregate of approximately $334.4 million from the exercise of all Public Warrants, Private Placement Warrants and Forward Purchase Warrants assuming the exercise in full of all such Warrants for cash. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of such Warrants for general corporate purposes, which may include acquisitions, strategic investments, or repayment of outstanding indebtedness.

We will not receive any proceeds from the sale of the Class A Common Stock to be offered by the Selling holders. See the section titled Use of Proceeds appearing elsewhere in this prospectus for more information.

Resale of Class A Common Stock and Warrants

Shares of Class A Common Stock offered by the Selling Holders (including outstanding shares of Class A Common Stock, 10,280,000 shares of Class A Common Stock that may be issued upon exercise of the Private Placement Warrants, 5,000,000 shares of Class A Common Stock that may be issued upon exercise of the Forward Purchase Warrants, 3,372,184 shares of Class A Common Stock issuable upon conversion of shares of Series B-2 Common Stock and 33,535,839 shares of Class A Common Stock issuable upon exchange of the Common Units and the surrender and cancellation of a corresponding number of shares of Class V Common Stock).

173,983,880 shares

 

Warrants offered by the Selling Holders (includes 10,280,000 Private Placement Warrants and 5,000,000 Forward Purchase Warrants)

15,280,000 warrants

3


 

Exercise Price

 

$11.50 per share, subject to adjustment as described herein

Redemption

The Warrants are redeemable in certain circumstances. See Description of Company Securities — Warrants — Public Shareholders’ and Forward Purchase Warrants for further discussion.

 

Use of Proceeds

We will not receive any proceeds from the sale of the Class A Common Stock and Warrants to be offered by the Selling Holders. With respect to shares of Class A Common Stock underlying the Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Warrants to the extent such Warrants are exercised for cash.

NYSE Ticker Symbols

Class A Common Stock: “ETWO”

Warrants: “ETWO WT”

 

There are 301,533,798 shares of Class A Common Stock outstanding as of June 10, 2022. The number of issued and outstanding shares of Class A Common Stock is provided as of June 10, 2022 and does not include (a) shares of Class A Common Stock available for future issuance under the Equity Incentive Plan, (b) shares of Class A Common Stock issuable upon exercise of the warrants, (c) 33,535,839 shares of Class A Common Stock issuable upon the exchange of Common Units, (d) 3,372,184 shares of Class A Common Stock that may be issued upon the conversion of shares of Series B-2 Common Stock, (e) shares of Class A Common Stock issuable upon the conversion of Series 2 Restricted Common Units (“RCUs” and Series 2 RCUs) or (f) 33,535,839 shares of Class V Common Stock held by the Company in treasury.

 

 

 

4


 

RISK FACTORS

Investing in our securities involves a high degree of risk. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed herein under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks under Item 1A of Part I incorporated by reference in this prospectus to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus before acquiring any such securities. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. See the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Documents by Reference.” Additionally, the risks and uncertainties incorporated by reference in this prospectus, or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.


5


 

 

USE OF PROCEEDS

All of the shares of Class A Common Stock and the Warrants (including shares of Class A Common Stock underlying such Warrants) offered by the Selling Holders pursuant to this prospectus will be sold by the Selling Holders for their respective accounts. We will not receive any of the proceeds from these sales.

We will receive up to an aggregate of approximately $334.4 million from the exercise of all Public Warrants, Private Placement Warrants and Forward Purchase Warrants, assuming the exercise in full of all such warrants for cash.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of such warrants for general corporate purposes, which may include acquisitions, strategic investments or repayment of outstanding indebtedness. Our management will have broad discretion over the use of proceeds from the exercise of the Warrants.

There is no assurance that the holders of the Warrants will elect to exercise any or all of the Warrants. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease.

With respect to the registration of shares of our shares of Class A Common Stock and Warrants offered by the Selling Holders pursuant to this prospectus, the Selling Holders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the shares of Class A Common Stock. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Class A Common Stock covered by this prospectus, including, without limitation, all registration and filing fees, NYSE listing fees, and fees of our counsel and our independent registered public accountants.


6


 

 

SELLING HOLDERS

This prospectus relates to the resale by the Selling Holders from time to time of up to 173,983,880 shares of Class A Common Stock (including (a) 10,280,000 shares of Class A Common Stock that may be issued upon exercise of the Private Placement Warrants, (b) 5,000,000 shares of Class A Common Stock that may be issued upon exercise of the Forward Purchase Warrants, (c) 3,372,184 shares of Class A Common Stock that may be issued upon the conversion of shares of Series B-2 Common Stock, and (d) 33,535,839 shares issuable upon the exchange of Common Units of E2open Holdings (including Common Units issuable upon conversion of the Series 2 RCUs) and the surrender and cancellation of an equal number of shares of Class V Common Stock, and warrants to purchase up to 15,280,000 shares of Class A Common Stock (consisting of the Private Placement Warrants and the Forward Purchase Warrants). The Selling Holders may from time to time offer and sell any or all of the Class A Common Stock and Warrants set forth below pursuant to this prospectus and any accompanying prospectus supplement.

When we refer to the “Selling Holders” in this prospectus, we mean the persons listed in the table below, and their permitted transferees who later come to hold any of the Selling Holders’ interest in the Class A Common Stock or Warrants in accordance with the terms of the agreement(s) governing the registration rights applicable to such Selling Holder’s shares of Class A Common Stock or Warrants.

The following table sets forth, as of the date of this prospectus, the names of the Selling Holders, the aggregate number of shares of Class A Common Stock and Warrants beneficially owned prior to the offering, the aggregate number of shares of Class A Common Stock and warrants that the Selling Holders may offer pursuant to this prospectus, and the number of shares of Class A Common Stock and warrants beneficially owned by, and percentage ownership of, the Selling Holders after the sale of the securities offered hereby. We have based percentage ownership following the offering on 301,533,798 shares of Class A Common Stock, 33,535,839 shares of Class V Common Stock, and 15,280,000 Warrants, in each case outstanding as of June 10, 2022, and have assumed that each Selling Holder will sell all shares of Common Stock and Warrants offered pursuant to this prospectus. In calculating percentages of shares of Class A Common Stock owned by a particular Selling Holder, we treated as outstanding the number of shares of our Class A Common Stock issuable upon exercise of that particular Selling Holder’s Warrants (if any) and/or exchange of such Selling Holder’s Common Units (if any) and did not assume the exercise or exchange of any other Selling Holder’s Warrants or Common Units, respectively. With respect to each Selling Holder who holds shares of Series B-2 Common Stock or Series 2 RCUs, the beneficial ownership of shares of Class A Common Stock reported below assumes the vesting of such shares or RCUs, as applicable, and settlement in, in the case of the shares of Series B-2 Common Stock, shares of Class A Common Stock, or in respect of the RCUs, Common Units (which are assumed to have been exchanged for shares of Class A Common Stock pursuant to the immediately foregoing sentence).

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

We cannot advise you as to whether the Selling Holders will in fact sell any or all of such Class A Common Stock or Warrants. In addition, the Selling Holders may sell, transfer or otherwise dispose of, at any time and from time to time, the Class A Common Stock and Warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of this table, we have assumed that the Selling Holders will have sold all of the securities covered by this prospectus upon the completion of the offering.

Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o E2open, LLC, 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759.

 

7


 

 

 

 

Securities Beneficially Owned

Prior to This Offering

 

 

Securities to be Sold

in This Offering

 

 

Securities Beneficially

Owned After This Offering

 

Name of Selling Holder

 

Shares of

Class A

Common

Stock (1)

 

 

Warrants (2)

 

 

Shares of

Class A

Common

Stock (1)

 

 

Warrants (2)

 

 

Shares of

Class A

Common

Stock (1)

 

 

%

 

 

Warrants (2)

 

 

%

 

CC Neuberger Principal

    Holdings I Sponsor LLC (3)

 

 

25,530,000

 

 

 

10,280,000

 

 

 

25,530,000

 

 

 

10,280,000

 

 

 

 

 

 

 

 

 

 

 

 

 

CC NB Sponsor 1 Holdings

    LLC (4)

 

 

9,500,000

 

 

 

 

 

 

950,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates of Neuberger Berman

    Group LLC (5)

 

 

36,484,486

 

 

 

5,000,000

 

 

 

34,031,655

 

 

 

5,000,000

 

 

 

2,452,831

 

 

*

 

 

 

 

 

 

 

Affiliates of Insight Venture

    Management, LLC (6)

 

 

52,725,548

 

 

 

 

 

 

52,725,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates of Elliott Investment

    Management L.P. (7)

 

 

17,846,787

 

 

 

 

 

 

16,346,787

 

 

 

 

 

 

150,000

 

 

*

 

 

 

 

 

 

 

Affiliates of Altai Capital

Management, L.P. (8)

 

 

5,598,563

 

 

 

3,039,731

 

 

 

3,447,367

 

 

 

 

 

 

2,151,196

 

 

*

 

 

 

3,039,731

 

 

 

19.9

 

Arcadia Sonar Investors LP (9)

 

 

750,000

 

 

 

 

 

 

750,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baron Small Cap Fund (10)

 

 

5,000,000

 

 

 

 

 

 

3,000,000

 

 

 

 

 

 

2,000,000

 

 

*

 

 

 

 

 

 

 

Chotin Family Holdings,

    LLC (11)

 

 

250,000

 

 

 

 

 

 

250,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates of Eminence Capital,

    LP (12)

 

 

15,316,155

 

 

 

 

 

 

6,358,198

 

 

 

 

 

 

9,196,540

 

 

 

3.0

 

 

 

 

 

 

 

Affiliates of Gagnon Securities

    LLC (13)

 

 

1,857,267

 

 

 

 

 

 

640,000

 

 

 

 

 

 

1,217,267

 

 

*

 

 

 

 

 

 

 

Henry Beinstein and Phyllis

    Beinstein JTWROS (14)

 

 

10,000

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hodges LLC, a Series of Virtru

    PE LLC (15)

 

 

500,000

 

 

 

 

 

 

500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KG Co-Investment Opportunity

    Fund LP (16)

 

 

1,362,161

 

 

 

 

 

 

1,362,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Windacre Partnership

    Master Fund LP (17)

 

 

26,198,792

 

 

 

 

 

 

16,250,000

 

 

 

 

 

 

9,948,792

 

 

 

3.3

 

 

 

 

 

 

 

Affiliates of Performance Equity

    Management, LLC (18)

 

 

3,799,400

 

 

 

 

 

 

3,799,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mumford 2014 Investments,

    LLC (19)

 

 

1,159,182

 

 

 

 

 

 

1,159,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael A. Farlekas (20)

 

 

2,843,128

 

 

 

 

 

 

1,652,891

 

 

 

 

 

 

1,190,237

 

 

*

 

 

 

 

 

 

 

Peter R. Hantman (21)

 

 

1,126,834

 

 

 

 

 

 

638,123

 

 

 

 

 

 

488,711

 

 

*

 

 

 

 

 

 

 

Jarett J. Janik (22)

 

 

796,216

 

 

 

 

 

 

246,081

 

 

 

 

 

 

550,135

 

 

*

 

 

 

 

 

 

 

Pawan Joshi (23)

 

 

691,549

 

 

 

 

 

 

293,990

 

 

 

 

 

 

397,559

 

 

*

 

 

 

 

 

 

 

Deepa L. Kurian (24)

 

 

121,415

 

 

 

 

 

 

28,614

 

 

 

 

 

 

92,801

 

 

*

 

 

 

 

 

 

 

Laura L. Fese (25)

 

 

32,626

 

 

 

 

 

 

91,373

 

 

 

 

 

 

234,887

 

 

*

 

 

 

 

 

 

 

Keith W. Abell (26)

 

 

89,657

 

 

 

 

 

 

50,000

 

 

 

 

 

 

39,657

 

 

*

 

 

 

 

 

 

 

Eva F. Harris (27)

 

 

74,657

 

 

 

 

 

 

35,000

 

 

 

 

 

 

39,657

 

 

*

 

 

 

 

 

 

 

Timothy I. Maudlin (28)

 

 

211,500

 

 

 

 

 

 

177,967

 

 

 

 

 

 

3,533

 

 

*

 

 

 

 

 

 

 

Adam Berger (29)

 

 

455,504

 

 

 

 

 

 

453,564

 

 

 

 

 

 

1,940

 

 

*

 

 

 

 

 

 

 

Betsy Atkins (30)

 

 

239,769

 

 

 

 

 

 

239,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Woodward (31)

 

 

272,277

 

 

 

 

 

 

272,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olga Grishina (32)

 

 

241,706

 

 

 

 

 

 

241,706

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hongliang Dai (33)

 

 

120,853

 

 

 

 

 

 

120,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph Olson (34)

 

 

372,961

 

 

 

 

 

 

372,961

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Santosh Nanda (35)

 

 

332,741

 

 

 

 

 

 

332,741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional Selling

    Securityholders (36)

 

 

1,625,672

 

 

 

 

 

 

1,625,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Less than 1%

 

8


 

 

(1)

Represents shares of Class A Common Stock, including the shares of Class A Common Stock (a) that may be issued upon the exercise of Warrants, (b) that may be issued upon the conversion of shares of Series B-2 Common Stock and (c) that may be issued upon the exchange of Common Units (including Common Units issuable upon the conversion of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock.

(2)

Represents the Private Placement Warrants and the Forward Purchase Warrants and does not include Public Warrants, which are not being offered by the Selling Holders in this offering.

(3)

Represents 15,250,000 shares of Class A Common Stock and 10,280,000 Private Placement Warrants exercisable for shares of Class A Common Stock. The Sponsor has a board of two managers, CC NB Sponsor 1 Holdings LLC (“CC”), which is controlled by Chinh E. Chu (a director of the Company), and NBOKS, for which Neuberger Berman Investment Advisers LLC, an indirect subsidiary of Neuberger Berman Group LLC, serves as investment adviser, and, in such capacity, exercises voting or investment power over the shares held directly by NBOKS for which Charles Kantor is a portfolio manager. The securities owned by the Sponsor are beneficially owned, in equal parts, by NBOKS and by CC; each of CC and NBOKS disclaim beneficial ownership of the securities owned by the Sponsor except to the extent of their respective pecuniary interest therein. The principal business address of the Sponsor is 200 Park Avenue, 58th Floor, New York, New York 10166.

(4)

CC is managed by its sole member, CC Capital SP, LP, which is managed by its general partner, CC Capital GP, LLC, which is controlled by its sole member, Chinh E. Chu (a director of the Company). Mr. Chu disclaims beneficial ownership of the securities owned by CC except to the extent of his pecuniary interest therein. Pursuant to the Investor Rights Agreement, CC (on behalf of the Sponsor), has the right to designate up to five members of our Board. Does not include any securities indirectly owned as a result of interest in the Sponsor or its affiliates. Mr. Chu disclaims beneficial ownership of the securities owned by CC except to the extent of his pecuniary interest therein. The principal business address of this Selling Holder is 200 Park Avenue, 58th Floor, New York, New York 10166.

(5)

Represents (a) 736,655 shares of Class A Common Stock held of record by NBOKS Co-Invest Fund I LP (“NBOKS Co-Invest”) and (b) 20,530,000 shares of Class A Common Stock and 5,000,000 Forward Purchase Warrants held of record by NBOKS and (c) 7,625,000 shares of Class A Common Stock and 5,140,000 Warrants exercisable for shares of Class A Common Stock owned on record by the Sponsor over which NBOKS is a co-control person. Neuberger Berman Investment Advisers LLC, an indirect subsidiary of Neuberger Berman Group LLC, serves as investment adviser to each of NBOKS and NBOKS Co-Invest and, in such capacity, exercises voting or investment power over the shares held directly and controlled by NBOKS, for which Charles Kantor is a portfolio manager, and NBOKS Co-Invest. Does not include any securities indirectly owned by this individual as a result of his or her interest in the Sponsor or its affiliates. Mr. Kantor disclaims beneficial ownership of the securities owned by NBOKS Co-Invest and NBOKS except to the extent of his pecuniary interest therein. The business address of each of NBOKS Co-Invest and NBOKS is 1290 Avenue of the Americas, New York, New York 10104.

(6)

Represents (a) 7,524,415 shares of Class A Common Stock, 846,693 shares of Class A Common Stock (previously issued upon conversion of an equal number of shares of Series B-1 Common Stock) and 508,016 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Insight Venture Partners (Cayman) IX, L.P., (b) 4,681,293 shares of Class A Common Stock, 526,768 shares of Class A Common Stock (previously issued upon conversion of an equal number of shares of Series B-1 Common Stock) and 316,060 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., (c) 4,304,465 shares of Class A Common Stock, 484,365 shares of Class A Common Stock (previously issued upon conversion of an equal number of shares of Series B-1 Common Stock) and, and 290,619 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., (d) 1,604,446 shares of Class A Common Stock (previously issued upon conversion of an equal number of shares of Series B-1 Common Stock) and, 180,542 shares of Class A Common Stock, and 108,325 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Insight Venture Partners (Delaware) IX, L.P., and (e) 31,349,541 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 1,793,653 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock, in each case, owned of record by Insight E2open Aggregator, LLC (such holders of record, collectively, the “Insight Shareholders”). Insight E2open Aggregator, LLC is managed by Insight Venture Partners IX, L.P. The general partner of each of Insight Venture Partners IX, L.P., Insight Venture Partners

9


 

(Cayman) IX, L.P. and Insight Venture Partners (Delaware) IX, L.P. is Insight Venture Associates IX, L.P., and the general partner of Insight Venture Associates IX, L.P. is Insight Venture Associates IX, Ltd. The general partner of each of Insight Venture Partners Growth- Buyout Coinvestment Fund (Cayman), L.P. and Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. is Insight Venture Associates Growth-Buyout Coinvestment, L.P., and the general partner of Insight Venture Associates Growth-Buyout Coinvestment, L.P. is Insight Venture Associates Growth-Buyout Coinvestment, Ltd. The sole shareholder of each of Insight Venture Associates IX, Ltd. and Insight Venture Associates Growth-Buyout Coinvestment, Ltd. is Insight Holdings Group, LLC (“Insight Holdings”). Each of Jeffrey Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Insight Holdings and may be deemed to hold voting and dispositive power over the shares held of record by the Insight Shareholders. Each of the members of the board of managers of Insight Holdings disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the foregoing is not an admission that any of Insight Venture Partners IX, L.P., Insight Venture Associates IX, L.P., Insight Venture Associates IX, Ltd., Insight Venture Associates Growth-Buyout Coinvestment, L.P., Insight Venture Associates Growth-Buyout Coinvestment, Ltd. or Insight Holdings is the beneficial owner of any shares held by the Insight Shareholders. Pursuant to the Investor Rights Agreement, Insight E2open Aggregator, LLC (on behalf of itself and the other Insight Shareholders), has the right to designate up to three members of the Company’s board of directors. The principal business address of each of the Insight Shareholders is c/o Insight Venture Management, LLC, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

(7)

Represents (a) 10,265,726 shares of Class A Common Stock and 1,177,026 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Sesame Investments LP (“Sesame”), and (b) 4,399,595 shares of Class A Common Stock and 504,440 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Helios Associates, LLC (“Helios”). Helios is a wholly owned subsidiary of Elliott Associates, L.P. (“Elliott”) and Sesame is a wholly-owned subsidiary of Elliott International, L.P. (“Elliott International”). Elliott Advisors GP LLC, which is controlled by Paul E. Singer (“Singer”), Elliott Capital Advisors, L.P., which is controlled by Singer, and Elliott Special GP LLC, which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., which is also controlled by Singer, is the sole general partner of Elliott International. Elliott Investment Management L.P. (“EIM”) is the investment manager of Elliott and Elliott International. EIM, as the investment manager of Elliott and Elliott International may be deemed to beneficially own the shares of Class A Common Stock beneficially held by Helios and Sesame. EIM expressly disclaims equitable ownership of and pecuniary interest in any shares of Class A Common Stock. The principal business address of each of Helios, Sesame, Elliott, Elliott International and EIM is c/o Elliott Investment Management L.P., Phillips Point, East Tower, 777 South Flagler Drive, Suite 1000, West Palm Beach, Florida 33401.

(8)

Represents (a) 1,611,786 shares of Class A Common Stock issued to Altai Capital Osprey LLC (“Osprey”), (b) 165,530 Series 2 RCUs issuable into Common Units issued of record to Altai Capital Eagle LP (“Eagle”), and (c) 1,670,051 shares of Class A Common Stock received by Eagle upon the conversion of underlying Common Units and distributed to various limited partners. Altai Capital Osprey GP, LLC (“Osprey GP”) is the managing member of Osprey. Altai Capital Eagle GP, LLC (“Eagle GP”) is the general partner of Eagle. Altai Capital Management L.P. (“Management L.P.”) is the investment manager for each of Osprey and Eagle. Altai Capital Management, LLC (“Management LLC”) is the general partner of Management L.P. The managing member of Management LLC is Rishi Bajaj (the “Altai Manager”). Management L.P., Management LLC and the Altai Manager may be deemed to beneficially own the securities held by Osprey and Eagle. Management L.P., Management LLC and the Altai Manager each disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. The principal business address of each of Osprey and Eagle is c/o Altai Capital Management L.P., 4675 MacArthur Court, Suite 1500, Newport Beach, CA 92660. In accordance with the limited partner investment vehicles, 1,670,051 shares of Class A Common Stock were distributed by Eagle to various limited partners. The principal business address of each of the limited partners is c/o Altai Capital Management L.P., 4675 MacArthur Court, Suite 1500, Newport Beach, CA 92660.

(9)

The general partner of Arcadia Sonar Investors LP (“Arcadia Investor”) is Arcadia Sonar General Partner LP. Kammy Moalemzadeh is the sole owner of Arcadia Sonar General Partner LP and may be deemed to beneficially own the securities held by Arcadia Investor. Mr. Moalemzadeh disclaims beneficial ownership of such securities held by Arcadia Investor except to the extent of his pecuniary interest therein. The principal business address of Arcadia Investor is c/o Arcadia Investments, 152 West 57th Street, New York, New York 10019.

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(10)

Baron Small Cap Fund has represented to us that it is an affiliate of a limited-purpose broker-dealer but that its securities were purchased in the ordinary course of business and that at the time of its purchase it had no agreements or understandings, directly or indirectly, with any person to distribute such securities. The address of Baron Small Cap Fund is 767 Fifth Avenue, 49th Floor, New York, New York 10153. Mr. Ronald Baron has voting and/or investment control over the shares held by Baron Small Cap Fund. Mr. Baron disclaims beneficial ownership of the shares held by Baron Small Cap Fund.

(11)

Steven B. Chotin has voting or investment control over the securities owned of record by Chotin Family Holdings, LLC (“Chotin Investor”) and may be deemed to beneficially own the securities held by Chotin Investor. Mr. Chotin disclaims beneficial ownership of such securities held by Chotin Investor except to the extent of his pecuniary interest therein. The principal business address of Chotin Investor is 5675 DTC Boulevard, Suite 200, Greenwood Village, Colorado 80111.

(12)

Represents (a) 9,742,950 shares of Class A Common Stock owned of record by Eminence Holdings LLC (“Eminence Holdings”), (b) 2,013,122 shares of Class A Common Stock owned of record by EC Longhorn LLC (together with Eminence Holdings, the “Selling Eminence Entities”), and (c) 3,560,083 shares of Class A Common Stock owned of record by other entities (together with the Selling Eminence Entities, the “Eminence Clients”) Eminence Capital, LP (“Eminence Capital”) serves as the investment adviser to the Eminence Clients. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital. Mr. Sandler and Eminence Capital may be deemed to have shared voting and dispositive power over the shares owned of record by the Eminence Clients. Each of Mr. Sandler and Eminence Capital expressly disclaims beneficial ownership of such securities. The principal business address of each of the Eminence Clients is c/o Eminence Capital, LP, 399 Park Avenue, 25th Floor, New York, New York 10022.

(13)

Represents (a) 840,947 shares of Class A Common Stock owned of record by Gagnon Investment Associates, (b) 135,920 shares of Class A Common Stock owned of record by The Gagnon Family Partnership, (c) 563,412 shares of Class A Common Stock owned of record by Neil Gagnon, (d) 193,092 shares of Class A Common Stock owned of record by Lois Gagnon, (e) 84,040 shares of Class A Common Stock owned of record by The Lois E. and Neil J. Gagnon Foundation, (f) 2,356 shares of Class A Common Stock owned of record by Neil and Lois Gagnon, (g) 32,500 shares owned by The Darwin Partnership and (h) 5,000 shares owned by the Gagnon Securities LLC. Neil Gagnon may be deemed to have shared dispositive or voting power of the securities owned by the other Selling Holders named in this footnote. Mr. Gagnon disclaims beneficial ownership of such securities (other than the securities owned of record by Mr. Gagnon) except to the extent of his pecuniary interest therein. Mr. Gagnon, Lois Gagnon and The Lois E. and Neil J. Gagnon Foundation each have represented to us that he, she or it is an affiliate of a broker-dealer but that his, her or its securities were purchased in the ordinary course of business and that at the time of purchase he, she or it had no agreements or understandings, directly or indirectly, with any person to distribute such securities. The principal business address of each of the foregoing Selling Holders is 1370 Avenue of the Americas, 26th Floor, New York, New York 10019.

(14)

Mr. Beinstein and Ms. Beinstein have represented to us that they are affiliates of a broker-dealer but that their securities were purchased in the ordinary course of business and that at the time of their purchase they had no agreements or understandings, directly or indirectly, with any person to distribute such securities. The principal business address of Mr. Beinstein is c/o Gagnon Securities LLC, 1370 Avenue of the Americas, 26th Floor, New York, New York 10013.

(15)

Hodges LLC, a Series of Virtru PE LLC, a Delaware Series LLC (“Hodges”), is managed by Virtru Investment Partners, Inc. (“Virtru”). Glenn Fuhrman, Amanda Fuhrman, Laura Twersky and Risa Daniels may be deemed to share investment discretion and voting power with respect to the securities owned of record by Hodges. Each of the foregoing individuals disclaims beneficial ownership of such securities. The principal business address of Hodges is 640 Park Avenue, New York, New York 10065.

(16)

KG Funds Management LLC is the investment manager of KG Co-Investment Opportunity Fund LP (“KG Co-Invest”) and KG Funds Managing Member LLC is the general partner of KG Co-Invest. Isaac Kier controls KG Funds Management LLC and may be deemed to have voting and dispositive power with respect to the securities held by KG Co-Invest. Mr. Kier disclaims beneficial ownership of the securities held by KG Co-Invest. The principal business address of KG Co-Invest is 888 Seventh Avenue, 21st Floor, New York, New York 10019.

(17)

The WindAcre Partnership LLC, a Delaware limited liability company, (“WindAcre”) serves as the investment manager of The WindAcre Partnership Master Fund LP (“Master Fund”). Snehal Rajnikant Amin (“Mr. Amin”) is the principal beneficial owner of Windacre and the only beneficial owner holding more than 5%. Mr. Amin disclaims

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beneficial ownership of the securities owned by the Master Fund except to the extent of his pecuniary interest therein. The registered office address of this Selling Holder is Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9000, Cayman Islands.

(18)

Represents (a) 1,102,997 shares of Class A Common Stock, and 76,564 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by EFFEM Master Fund II Parallel, L.P., (b) 1,067,212 shares of Class A Common Stock and 74,080 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by EFFEM Master Fund II, L.P., (c) 264,124 shares of Class A Common Stock and 18,334 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock, in each case, owned of record by Performance EFFEM PE Fund II, L.P. (Series 2017), and (d) 1,196,089 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 77,636 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock, in each case, owned of record by Performance Direct Investments III, L.P. (such holders of record, the “PEM Shareholders”). Each of the PEM Shareholders is managed by Performance Equity Management, LLC. Performance Equity Management, LLC is managed by the following partners: Jeffrey Barman, Frank Brenninkmeyer, John Clark, Jon DeKlerk, Marcia Haydel, Jeffrey Reals, S. Lawrence Rusoff and James Tybur. These individuals may be deemed to share beneficial ownership of the securities owned of record by the PEM Shareholders. The business address of each of the persons named in this footnote is c/o Performance Equity Management, LLC, 5 Greenwich Office Park, Third Floor, Greenwich, CT 06831.

(19)

Represents 1,159,182 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 75,241 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. John B. Mumford is the Managing Member of the Selling Holder and may be deemed to have voting or dispositive power over the securities owned by the Selling Holder. Mr. Mumford disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The principal business address of this Selling Holder is 191 Ramoso Road, Portola Valley, CA 94028.

(20)

Represents 1,652,891 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 160,850 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. Mr. Farlekas is our Chief Executive Officer and serves on our Board. The aforementioned securities were received as consideration in our Business Combination.

(21)

Represents 25,000 shares of Class A Common Stock received upon the conversion of 25,000 Common Units, 613,123 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 61,923 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. Mr. Hantman is our Chief Operating Officer. The aforementioned securities were received as consideration in our Business Combination.

(22)

Represents 246,081 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 25,411 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. Mr. Janik is our former Chief Financial Officer. The aforementioned securities were received as consideration in our Business Combination.

(23)

Represents 259,658 shares of Class A Common Stock and 34,332 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock. Mr. Joshi is our Executive Vice President, Product Management & Strategy.

(24)

Represents 24,852 shares of Class A Common Stock and 3,762 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock. Ms. Kurian is our Chief Accounting Officer.

(25)

Represents 79,428 shares of Class A Common Stock and 11,945 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock. Ms. Fese is our Executive Vice President and General Counsel.

(26)

Represents 50,000 shares of Class A Common Stock. Mr. Abell serves on our Board. Mr. Abell’s principal business address is c/o CC Capital, 200 Park Avenue, 58th Floor, New York, New York 10166.

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(27)

Represents 35,000 shares of Class A Common Stock. Ms. Harris serves on our Board. Mr. Harris’ principal business address is c/o CC Capital, 200 Park Avenue, 58th Floor, New York, New York 10166.

(28)

Represents (a) 6,830 shares of Class A Common Stock, (b) 81,137 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 6,376 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock, and (c) 90,000 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units, together with the surrender and cancellation of an equal number of shares of Class V Common Stock, held directly by the Timothy I. Maudlin 2021 Family Trust (the "Maudlin Family Trust") for the benefit of Mr. Maudlin’s children. Mr. Maudlin’s spouse is trustee of the Maudlin Family Trust. Mr. Maudlin disclaims beneficial ownership of the Common Units held by the Maudlin Family Trust except to the extent of his pecuniary interest therein. Mr. Maudlin serves on our Board. The aforementioned Common Units and Restricted Common Units were received as consideration in our Business Combination.

(29)

Represents 398,060 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 55,504 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. Prior to the Business Combination, Mr. Berger served as the Chairman of the Board of E2open. The aforementioned securities were received as consideration in our Business Combination. Mr. Berger’s principal business address is c/o Insight Venture Management, LLC, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

(30)

Represents 239,769 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 22,620 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. Prior to the Business Combination, Ms. Aktins served on the Board of E2open. The aforementioned securities were received as consideration in our Business Combination. Ms. Atkin’s principal business address is c/o Baja Corp, 10 Edgewater Drive, Apt. 10A, Miami, Florida 33133.

(31)

Represents 272,277 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 18,491 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. The aforementioned securities were received as consideration in our Business Combination. Mr. Woodward’s principal business address is 1425 Newport Avenue, San Jose, California 95125.

(32)

Represents 241,706 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 15,688 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. The aforementioned securities were received as consideration in our Business Combination. Ms. Grishina’s principal business address is 20533 303rd Avenue SE, Maple Valley, WA 98038.

(33)

Represents 120,853 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units (including 7,844 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and cancellation of an equal number of shares of Class V Common Stock. The aforementioned securities were received as consideration in our Business Combination. Mr. Dai’s principal business address is 5850 Charon Lane, Apt. 307, Madison, Wisconsin 53718.

(34)

Represents 327,960 shares of Class A Common Stock and 45,001 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock. Mr. Olson is a former employee of the Company.

(35)

Represents 295,492 shares of Class A Common Stock and 37,249 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock. Mr. Nanda is a former employee of the Company.

(36)

The disclosure with respect to the remaining Selling Holders is being made on an aggregate basis, as opposed to an individual basis, because their aggregate holdings are less than 1% of the outstanding shares of our Class A Common Stock. Represents an aggregate of (a) 1,098,007 shares of Class A Common Stock, (b) 162,464 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Series B-2 Common Stock and (c) 365,201 shares of Class A Common Stock issuable upon the exchange of an equal number of Common Units

13


 

(including 29,132 Common Units issuable upon the conversion of an equal number of Series 2 RCUs), together with the surrender and exchange of an equal number of shares of Class V Common Stock.

Certain Relationships and Related Party Transaction

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, including employment, termination of employment and change in control arrangements, which are described where required under Executive Compensation. We believe the terms of the transactions described below were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

CCNB1 Related Party Transactions

Related Party Loans

On January 16, 2020, the Sponsor agreed to loan CCNB1 up to $300,000 to be used for the payment of costs related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the IPO. CCNB1 borrowed approximately $125,000 under the Note. On May 29, 2020, CCNB1 repaid the Note to the Sponsor in full.

In addition, in order to finance transaction costs in connection with a business combination, CCNB1 had certain arrangements with the Sponsor, its affiliates and certain of its officers and directors pursuant to which such affiliates may have, but were not obligated to, loan CCNB1 funds for working capital and similar operational purposes (“Working Capital Loans”). Upon completion of the business combination, CCNB1 would have been required to repay the Working Capital Loans out of the proceeds of the Trust Account released to it. CCNB1 did not have any borrowings under the Working Capital Loans and no such amounts were repaid to the Sponsor or any other affiliate of CCNB1.

Forward Purchase Agreement and Forward Purchase Agreement Side Letter

In connection with the IPO, CCNB1 entered into the Forward Purchase Agreement with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of the Sponsor, which provided for the purchase of Forward Purchase Securities in the aggregate amount of $200.0 million in a private placement that closed concurrently with the closing of Business Combination. In connection with the Business Combination Agreement, NBOKS and CCNB1 entered into an agreement whereby NBOKS confirmed the agreement to purchase the $200.0 million Forward Purchase Securities in connection with the Business Combination. The Forward Purchase Securities were only issued in connection with the closing of the Business Combination. The proceeds from the sale of Forward Purchase Securities were part of the consideration payable under the Business Combination Agreement.

Backstop Agreement

Concurrently with the execution of the Business Combination Agreement, CCNB1 entered into the Backstop Agreement with NBOKS, pursuant to which NBOKS agreed to, subject to the availability of capital it committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS on a first come first serve basis, allocate up to an aggregate of $300.0 million to subscribe for shares of Class A Common Stock at $10.00 per share in connection with the Business Combination, which subscription amount would not exceed the number of shares of CCNB1 subject to redemption. Under the Backstop Agreement, CCNB1 and NBOKS made customary representations and warranties for transactions of this type regarding themselves, which terminated upon the closing of the Business Combination. No portion of the Backstop was funded in connection with the closing of the Business Combination.

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Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, CCNB1 entered into a Subscription Agreement with CC Capital, an entity in which Chinh E. Chu, Director of CCNB1 has a controlling interest, pursuant to which CC Capital received 2,450,000 shares of Class A Common Stock at the closing of the Business Combination. In addition, concurrently with the execution of the Business Combination Agreement, CCNB1 entered into Subscription Agreements with NBOKS and NBOKS Co-Invest Fund I LP, entities that Charles Kantor, Director of CCNB1 is the portfolio manager of, pursuant to which NBOKS and NBOKS Co-Invest Fund I, LP collectively received 2,400,000 shares of Class A Common Stock at the closing of the Business Combination.

E2open Related Party Transactions

Put Premium

On July 2, 2019, in connection with the Amber Road acquisition, E2open Holdings paid $5.3 million and $3.0 million to funds affiliated with Insight Partners and another private equity investor in E2open Holdings, respectively. These amounts were paid as a premium in exchange for a right granted by each investor to E2open Holdings to put and sell to such investor equity securities of E2open Holdings with a value equal to the aggregate amount paid by such investor pursuant to a commitment to provide equity financing to E2open, LLC for the Amber Road acquisition. This put right was not exercised by E2open Holdings.

SVB Credit Facility

On July 2, 2019, E2open Holdings incurred $36.6 million in term loans guaranteed by funds affiliated with Insight Partners pursuant to a joinder to such funds’ credit facility with Silicon Valley Bank. This indebtedness was repaid in full upon the closing of the Business Combination.

Maudlin Consulting Agreement

On September 17, 2020, E2open entered into a consulting agreement with Timothy I. Maudlin (the “Maudlin Consulting Agreement”), pursuant to which, upon the successful completion of the Business Combination, Mr. Maudlin was entitled to an equity grant by the Company with a grant date fair value of $75,000. If the Business Combination was not consummated, E2open would have, in lieu of the equity grant, made a one-time cash payment of $40,000 to Mr. Maudlin. Pursuant to the Maudlin Consulting Agreement, Mr. Maudlin was also given an opportunity to make an equity investment of $1.5 million in E2open Holdings, which investment was consummated in exchange for Class A Units of E2open on October 10, 2020. Such grant was made on February 4, 2021 based on a closing stock price of $10.98 resulting in the issuance of 6,830 shares of fully vested Class A Common Stock.

Stock Option Grants to Directors and Executive Officers; Transaction Bonuses

We have granted stock awards to certain of our directors and expect to grant stock options or stock awards to certain of our named executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the Definitive Proxy Statement filed with the SEC on May 27, 2022.

Limitation of Liability and Indemnification of Directors and Officers

Our certificate of incorporation provides that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law, as in effect from time to time. For more information regarding the limitations of liability and indemnification see the section titled Description of Securities.

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DESCRIPTION OF SECURITIES

The description sets forth certain material terms and provisions of the Company’s securities that are registered under Section 12 of the Exchange Act. The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities and is qualified in its entirety by our second amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws (the “Bylaws”). The full text of our Certificate of Incorporation and Bylaws are filed as exhibits to the registration statement of which this prospectus is a part. For a complete description of the rights and preferences of our securities, we urge you to read our Certificate of Incorporation and Bylaws and the applicable provisions of Delaware law.

Authorized and Outstanding Stock

Our Certificate of Incorporation authorizes the issuance of 2,556,747,890 shares, consisting of:

 

1,000,000 shares of Preferred Stock, par value $0.0001 per share;

 

2,500,000,000 shares of Class A Common Stock, par value $0.0001 per share;

 

9,000,000 shares of Series B-1 common stock, par value $0.0001 per share;

 

4,000,000 shares of Series B-2 common stock, par value $0.0001 per share; and

 

42,747,890 shares of Class V Common Stock, par value $0.0001 per share.

Class A Common Stock

As of June 10, 2022, there are 301,533,798 shares of Class A Common Stock outstanding. All shares of Class A Common Stock are fully paid and non-assessable. In connection with the Business Combination, the Class B ordinary shares held by CC Neuberger Principal Holdings I (“Sponsor”) converted into shares of Class A Common Stock of the Company other than 2,500,000 Class B ordinary shares which automatically converted into Series B-1 common stock in accordance with the Sponsor Side Letter Agreement and the Certificate of Incorporation. As of June 8, 2021, the Series B-1 common stock and Series 1 RCUs were no longer reflected as a contingent consideration liability as the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share. This triggering event resulted in the 8,120,367 Series B-1 common stock converting into Class A Common Stock and 4,379,557 Series 1 RCUs becoming 4,379,557 Common Units of E2open Holdings along with entitling the holders of the newly vested Common Units to 4,379,557 shares of Class V Common Stock.

Voting rights. Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Holders of Class A Common Stock vote together with holders of Class V Common Stock as a single class on all matters presented to the Company’s stockholders for their vote or approval. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, 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. Notwithstanding the foregoing, to the fullest extent permitted by law, holders of Class A Common Stock, as such, have no voting power with respect to, and are not entitled to vote on, any amendment to the Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

Dividend rights. Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of shares of Class A Common Stock and Class B Common Stock are entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder, such dividends, if any, as may be declared from time to time by the Board out of funds legally available therefor.

Rights upon liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A Common Stock are entitled to share ratably in all assets remaining after payment of our debts

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and other liabilities, subject to prior distribution rights of Preferred Stock or any class or series of stock having a preference over the Class A Common Stock, then outstanding, if any.

Other rights. The holders of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Stock. The rights, preferences and privileges of holders of the Class A Common Stock will be subject to those of the holders of any shares of the Preferred Stock we may issue in the future.

Preferred Stock

No shares of Preferred Stock are currently issued or outstanding. The Certificate of Incorporation authorizes the Board to establish one or more series of Preferred Stock. Unless required by law or any stock exchange, the authorized shares of Preferred Stock will be available for issuance without further action by the holders of the common stock. The Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of Preferred Stock.

The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders. Additionally, the issuance of Preferred Stock may adversely affect the holders of the common stock by restricting dividends on the Class A Common Stock, diluting the voting power of the Class A Common Stock and the Class V Common Stock or subordinating the liquidation rights of the Class A Common Stock. As a result of these or other factors, the issuance of Preferred Stock could have an adverse impact on the market price of the Class A Common Stock. At present, we have no plans to issue any Preferred Stock.

Warrants

Public Shareholders’ and Forward Purchase Warrants

Each whole Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of the IPO or 30 days after the completion of the Business Combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. No fractional Warrants will be issued upon separation of the units and only Whole warrants will trade. The Warrants will expire five years after the Business Combination Closing, at 5:00 p.m., New York City time, on February 4, 2026, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Warrant will be exercisable and we will not be obligated to issue a Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the Class A Common Stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, we will use commercially reasonable efforts to file with the SEC a registration statement for the

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registration, under the Securities Act, of the Class A Common Stock issuable upon exercise of the Warrants. We will use commercially reasonable efforts to cause the same to become effective and maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Common Stock issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If our Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to maintain in effect a registration statement covering the Warrants, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants for Cash

Once the Warrants become exercisable, we may call the Warrants for redemption:

 

in whole and not in part;

 

at a price of $0.01 per Warrant;

 

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

 

if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading day period ending on the third business day before we send to the notice of redemption to the Warrant holders.

If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws, but only if we require the exercise of the Warrants on a cashless basis.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued.

Redemption of Warrants for Class A Common Stock

Commencing ninety days after the Warrants become exercisable, we may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants):

 

in whole and not in part;

 

for a number of shares of Class A Common Stock to be determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A Common Stock except as otherwise described below;

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upon a minimum of 30 days’ prior written notice of redemption; and

 

if, and only if, the last sale price of our Class A Common Stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the Warrant holders.

The numbers in the table below represent the “redemption prices,” or the number of Class A Common Stock that a Warrant holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A Common Stock on the corresponding redemption date, determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted as set forth in the first three paragraphs under the heading Anti-dilution Adjustments below. The adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.

Redemption Date Fair Market Value of Class A Common Stock

 

 

Fair Market Value of Class A Common Stock

 

Redemption Date

(period to expiration of warrants)

 

$

10.00

 

 

$

11.00

 

 

$

12.00

 

 

$

13.00

 

 

$

14.00

 

 

$

15.00

 

 

$

16.00

 

 

$

17.00

 

 

$

18.00

 

57 months

 

 

0.257

 

 

 

0.277

 

 

 

0.294

 

 

 

0.310

 

 

 

0.324

 

 

 

0.337

 

 

 

0.348

 

 

 

0.358

 

 

 

0.365

 

54 months

 

 

0.252

 

 

 

0.272

 

 

 

0.291

 

 

 

0.307

 

 

 

0.322

 

 

 

0.335

 

 

 

0.347

 

 

 

0.357

 

 

 

0.365

 

51 months

 

 

0.246

 

 

 

0.268

 

 

 

0.287

 

 

 

0.304

 

 

 

0.320

 

 

 

0.333

 

 

 

0.346

 

 

 

0.357

 

 

 

0.365

 

48 months

 

 

0.241

 

 

 

0.263

 

 

 

0.283

 

 

 

0.301

 

 

 

0.317

 

 

 

0.332

 

 

 

0.344

 

 

 

0.356

 

 

 

0.365

 

45 months

 

 

0.235

 

 

 

0.258

 

 

 

0.279

 

 

 

0.298

 

 

 

0.315

 

 

 

0.330

 

 

 

0.343

 

 

 

0.356

 

 

 

0.365

 

42 months

 

 

0.228

 

 

 

0.252

 

 

 

0.274

 

 

 

0.294

 

 

 

0.312

 

 

 

0.328

 

 

 

0.342

 

 

 

0.355

 

 

 

0.364

 

39 months

 

 

0.221

 

 

 

0.246

 

 

 

0.269

 

 

 

0.290

 

 

 

0.309

 

 

 

0.325

 

 

 

0.340

 

 

 

0.354

 

 

 

0.364

 

36 months

 

 

0.213

 

 

 

0.239

 

 

 

0.263

 

 

 

0.285

 

 

 

0.305

 

 

 

0.323

 

 

 

0.339

 

 

 

0.353

 

 

 

0.364

 

33 months

 

 

0.205

 

 

 

0.232

 

 

 

0.257

 

 

 

0.280

 

 

 

0.301

 

 

 

0.320

 

 

 

0.337

 

 

 

0.352

 

 

 

0.364

 

30 months

 

 

0.196

 

 

 

0.224

 

 

 

0.250

 

 

 

0.274

 

 

 

0.297

 

 

 

0.316

 

 

 

0.335

 

 

 

0.351

 

 

 

0.364

 

27 months

 

 

0.185

 

 

 

0.214

 

 

 

0.242

 

 

 

0.268

 

 

 

0.291

 

 

 

0.313

 

 

 

0.332

 

 

 

0.350

 

 

 

0.364

 

24 months

 

 

0.173

 

 

 

0.204

 

 

 

0.233

 

 

 

0.260

 

 

 

0.285

 

 

 

0.308

 

 

 

0.329

 

 

 

0.348

 

 

 

0.364

 

21 months

 

 

0.161

 

 

 

0.193

 

 

 

0.223

 

 

 

0.252

 

 

 

0.279

 

 

 

0.304

 

 

 

0.326

 

 

 

0.347

 

 

 

0.364

 

18 months

 

 

0.146

 

 

 

0.179

 

 

 

0.211

 

 

 

0.242

 

 

 

0.271

 

 

 

0.298

 

 

 

0.322

 

 

 

0.345

 

 

 

0.363

 

15 months

 

 

0.130

 

 

 

0.164

 

 

 

0.197

 

 

 

0.230

 

 

 

0.262

 

 

 

0.291

 

 

 

0.317

 

 

 

0.342

 

 

 

0.363

 

12 months

 

 

0.111

 

 

 

0.146

 

 

 

0.181

 

 

 

0.216

 

 

 

0.250

 

 

 

0.282

 

 

 

0.312

 

 

 

0.339

 

 

 

0.363

 

9 months

 

 

0.090

 

 

 

0.125

 

 

 

0.162

 

 

 

0.199

 

 

 

0.237

 

 

 

0.272

 

 

 

0.305

 

 

 

0.336

 

 

 

0.362

 

6 months

 

 

0.065

 

 

 

0.099

 

 

 

0.137

 

 

 

0.178

 

 

 

0.219

 

 

 

0.259

 

 

 

0.296

 

 

 

0.331

 

 

 

0.362

 

3 months

 

 

0.034

 

 

 

0.065

 

 

 

0.104

 

 

 

0.150

 

 

 

0.197

 

 

 

0.243

 

 

 

0.286

 

 

 

0.326

 

 

 

0.361

 

0 months

 

 

 

 

 

 

 

 

0.042

 

 

 

0.115

 

 

 

0.179

 

 

 

0.233

 

 

 

0.281

 

 

 

0.323

 

 

 

0.361

 

The “fair market value” of our Class A Common Stock shall mean the average last reported sale price of our Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A Common Stock to be issued for each Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later

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