E2open Parent (ETWO) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

E2OPEN PARENT HOLDINGS, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

E2OPEN PARENT HOLDINGS, INC.

A Delaware Corporation

9600 Great Hills Trail, Suite 300E

Austin, TX 78759

To the Stockholders of E2open Parent Holdings, Inc.:

E2open Parent Holdings, Inc. (“E2open” or the “Company”), BluJay Topco Limited (“BluJay”) and the shareholders of BluJay (the “BluJay Sellers”) have entered into a Share Purchase Deed, dated as of May 27, 2021 (as may be amended from time to time in accordance with the terms thereof, the “Purchase Agreement”), pursuant to which E2open or a direct or indirect subsidiary thereof will purchase all of the outstanding shares of capital stock of BluJay from the BluJay Sellers (the “Transaction”). As a result of the Transaction, BluJay and its subsidiaries will become subsidiaries of E2open. We believe that the combination of E2open’s and BluJay’s complementary SaaS, network-based supply chain platforms will provide more robust capabilities and value to our customers by enhancing E2open’s supply chain execution capabilities with BluJay’s leading transportation management software and global trade capabilities.

Upon consummation of the Transaction (the “Closing”), in exchange for the shares of BluJay, E2open will issue to the BluJay Sellers an aggregate of 72,383,299 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of E2open (the “Consideration Shares”) and pay to the BluJay Sellers cash in the aggregate amount of approximately $441.8 million, subject to increase for an amount of additional consideration equal to $63,000 multiplied by the number of days from and including the Locked Box Date up to and excluding the Closing Date (the “Ticking Fee”) and adjustments for leakage, additional seller transaction expenses and other enumerated items as provided in the Purchase Agreement (the “Cash Consideration”).

In connection with the Transaction, on May 27, 2021, E2open entered into subscription agreements (the “Subscription Agreements”) with certain investors, including certain existing stockholders of E2open (the “PIPE Investors”). Pursuant to the Subscription Agreements, substantially simultaneously with and conditioned upon the Closing, E2open has agreed to issue to the PIPE Investors an aggregate of 28,909,022 shares of Class A common stock in exchange for aggregate gross proceeds of approximately $300 million (the “Pre-Closing Financing”). Pursuant to the Purchase Agreement, E2open may also issue up to 20,000,000 additional shares of Class A common stock (or such greater number of shares of Class A common stock derived by dividing $200 million by a price per share no less than 10% less than the then-current five-day volume weighted average price of the Class A common stock) (the “Incremental Shares”) in connection with additional financing prior to or in connection with the consummation of the Transaction to the extent determined advisable by E2open (the “Incremental Financing”).

The Transaction and the Pre-Closing Financing are subject to the satisfaction or waiver of certain conditions. Each of the Transaction and the Pre-Closing Financing are described more fully in the accompanying proxy statement.

Immediately after the Closing, E2open securityholders as of immediately prior to the Closing (excluding any shares issued to PIPE Investors that are also existing E2open securityholders) are expected to continue to own approximately 65.9% of the outstanding shares of Class A common stock and approximately 69.9% of the outstanding shares of E2open voting stock, the BluJay Sellers are expected to own approximately 24.4% of the outstanding shares of Class A common stock and approximately 21.5% of the outstanding shares of E2open voting stock, and the shares issued to the PIPE Investors in the Pre-Closing Financing are expected to represent approximately 9.7% of the outstanding shares of Class A common stock and approximately 8.6% of the outstanding shares of E2open voting stock.

Shares of E2open’s Class A common stock are listed on The New York Stock Exchange under the symbol “ETWO.” On July 30, 2021, the last trading day before the date of this proxy statement, the closing sale price of E2open’s Class A common stock was $10.05 per share.

E2open is holding a special meeting of its stockholders (the “special meeting”) in order to obtain the stockholder approvals necessary to complete the Transaction and related matters. The special meeting will be held at 9:00 a.m., Eastern Time, on August 31, 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York, 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Stockholders will be able to attend and participate in the special meeting virtually by teleconference, which details will be announced via press release and filed with the SEC as proxy material. At the special meeting, E2open will ask the holders of its Class A common stock and its Class V common stock, par value $0.0001 per share (the “Class V common stock”), to:

Please refer to the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. As described in the accompanying proxy statement, certain of E2open’s securityholders who owned, as of July 12, 2021, approximately 36.5% of the outstanding shares of E2open voting stock (and who will own, following the issuance of the shares of Class V common stock the Company is required to issue in connection with the conversion of the Series 1 RCUs and a post-closing purchase price adjustment pursuant to the Business Combination Agreement, 37.1% of the outstanding shares of E2open voting stock), have entered into support agreements with E2open and BluJay agreeing to, among other things, vote their shares in favor of the Transaction and the Stockholder Proposals.

After careful consideration, E2open’s board of directors has unanimously (i) determined that the Transaction and all related transactions contemplated by the Purchase Agreement are advisable and in the best interests of E2open and its stockholders, and (ii) approved the proposals described in the accompanying proxy statement, and unanimously recommends that the holders of E2open voting stock vote “FOR” the proposals described in the accompanying proxy statement.

E2open is excited about the opportunities the Transaction brings to E2open’s stockholders and thanks you for your consideration and continued support.

Sincerely,

Michael A. Farlekas, Chief Executive Officer

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement is dated August 2, 2021 and is first being mailed to stockholders on or about August 2, 2021.

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of E2open for the special meeting. This proxy statement is available without charge to stockholders of E2open upon written or oral request. This document and other filings by E2open with the SEC may be obtained by either written or oral request to E2open Parent Holdings Inc., 9600 Great Hills Trail, Suite 300E Austin, TX 78759 or by telephone at (866) 432-6736.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the Stockholder Proposals or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing E2open@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the proxy statement for further information.

Information contained on the E2open website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the special meeting, or no later than August 24, 2021.

INSTRUCTIONS FOR THE VIRTUAL SPECIAL MEETING

Stockholders will be able to participate in the special meeting virtually by teleconference. The teleconference details will be announced at a later date via press press release and will be filed with the SEC as proxy material. The meeting will begin promptly at 9:00 a.m. Eastern Time on August 31, 2021.

In order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions at certain intervals during the meeting. In order to promote fairness and efficient use of time, we will respond to up to two questions from a single stockholder.

The virtual special meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

E2OPEN PARENT HOLDINGS, INC.

A Delaware Corporation

9600 Great Hills Trail, Suite 300E

Austin, TX 78759

NOTICE OF SPECIAL MEETING

TO BE HELD ON August 31, 2021

TO THE STOCKHOLDERS OF E2OPEN PARENT HOLDINGS, INC.:

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of E2open Parent Holdings, Inc., a Delaware Corporation (“E2open” or, the “Company”), will be held at 9:00 a.m., Eastern Time, on August 31, 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York, 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

As all stockholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are also planning to hold the special meeting virtually. Details about how to attend the meeting virtually will be announced via a press release and filed with the Securities and Exchange Commission as proxy material. You are cordially invited to attend the special meeting, which will be held for the following purposes:

These Stockholder Proposals are described in the accompanying proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of Class A Common Stock and Class V Common Stock of E2open at the close of business on July 23, 2021 (the “Record Date”) are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments of the special meeting.

After careful consideration, the board of directors of E2open has determined that the Stockholder Proposals are advisable and in the best interests of E2open and its stockholders and unanimously recommends that the holders of E2open’s Class A Common Stock and Class V Common Stock entitled to vote with respect to each of the Stockholder Proposals, vote or give instruction to vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

The existence of any financial and personal interests of one or more of E2open’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of E2open and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Stockholder Proposals. See the section entitled “Stockholder Proposal 1: The Share Issuance Proposal — Interests of E2open’s Directors and Officers and Others in the Transaction” in the accompanying proxy statement for a further discussion of these considerations.

All stockholders of E2open are cordially invited to attend the special meeting in person or virtually as part of our precautions regarding COVID-19. To ensure your representation at the special meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a stockholder of record of E2open common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement (and any documents incorporated into the accompanying proxy statement by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

August 2, 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE STOCKHOLDER PROPOSALS.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “E2open” refer to E2open Parent Holdings, Inc., a Delaware Corporation.

In this document:

“Adjournment Proposal” means special meeting Proposal No. 2 to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting.

“Amended and Restated Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement to be entered into upon the Closing among the Company, the Sponsor, NBOKS, Insight Partners, Francisco Partners, Temasek and certain other Equityholders (as defined therein) of the Company party to the existing Investor Rights Agreement which will amend and restate the existing Investor Rights Agreement in order to add Francisco Partners and Temasek as parties thereto and to make other changes related to the Transaction. The form of Amended and Restated Investor Rights Agreement is attached to this proxy statement as Annex B.

“ASC” means the Accounting Standards Codification.

“BluJay” means BluJay Topco Limited, a private limited liability company registered in England and Wales.

“Blockers” means the Insight Blockers, collectively, the PDI Blocker and the Elliott Eagle Blocker.

“Blocker Sellers” means the owners of equity interests in the Blockers.

“Blocker Merger Subs” means Sonar Merger Sub I, LLC, a Delaware limited liability company, Sonar Merger Sub II, LLC, a Delaware limited liability company, Sonar Merger Sub III, LLC, a Delaware limited liability company, Sonar Merger Sub IV, LLC, a Delaware limited liability company, Sonar Merger Sub V, LLC, a Delaware limited liability company, and Sonar Merger Sub VI, LLC, a Delaware limited liability company.

“BluJay Sellers” means the shareholders of BluJay party to the Purchase Agreement.

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

“Business Combination Agreement” means the Business Combination Agreement, entered into as of October 14, 2020, by and among CCNB1, the Blocker Merger Subs, the Company Merger Sub, E2open, the Blockers, EALP, EILP, and Equityholder Representative, as amended on January 28, 2021.

“CAGR” means compound annual growth rate.

“CCNB1” means CC Neuberger Principal Holdings I.

“CC Capital” means CC Capital Partners, LLC, a Delaware limited liability company.

“Certificate of Incorporation” means the certificate of incorporation of the Company in effect on the date of this proxy statement.

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“churn” means the last transaction with an entity that ends its relationship with E2open.

“Class A common stock” means the Class A common stock of the Company, par value $0.0001 per share.

“Class V common stock” means the Class V common stock of the Company, par value $0.0001 per share.

“Closing” means the closing of the Transaction.

“Closing Date” means the closing date of the transactions contemplated by the Purchase Agreement.

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

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

“Company” means E2open Parent Holdings, Inc.

“Company Board” means the board of directors of the Company subsequent to the completion of the Transaction.

“Company Merger Sub” means Sonar Company Merger Sub, LLC, a Delaware limited liability company.

“Company Shares” means, collectively, all shares of the Class A common stock and Class V common stock of the Company.

“Condition Precedent Proposal” means the Share Issuance Proposal.

“cross-sell” means transactions with customers that already have an existing relationship and purchase a different SKU.

“customer tenure” means the average time measured in years since customers initiated their contracts or business with E2open. In cases where a company and its customer list are acquired, tenure is measured from the earliest contract date associated with the customer. Average customer tenure metrics are weighted against each customer’s respective recurring revenue for the most recent fiscal quarter available and are calculated as of fiscal year 2020.

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

“Domestication” means the February 4, 2021 continuation of CCNB1 by way of domestication of CCNB1 into a Delaware corporation, with the ordinary shares of CCNB1 becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Law and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of our certificate of incorporation consistent with the DGCL and changing the name and registered office of CCNB1 to our name and registered office.

“downsell” means transactions in which a customer reduces spend within a given SKU but remains a customer.

“DTC” means the Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Equity Incentive Plan” means the E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan.

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

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“Existing Organizational Documents” means the current Certificate of Incorporation adopted as of February 4, 2021 of E2open.

“E2open Holdings” means E2open Holdings, LLC, a Delaware limited liability company.

“FATCA” means the Foreign Account Tax Compliance Act.

“Flow-Through Sellers” means, prior to the Business Combination, those members of E2open Holdings that held Class A units, Class A-1 units or Class B units of E2open Holdings.

“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 among CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP.

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

“Francisco Partners” means, together, Francisco Partners III (Cayman), L.P. and Francisco Partners Parallel Fund III (Cayman), L.P.

“GAAP” means U.S. generally accepted accounting principles.

“gross retention” means the percentage of recurring revenue at the beginning of a four-quarter period retained over a subsequent four-quarter period after adjusting for churn and downsell recurring revenue recorded in those four quarters; unless otherwise stated, references to approximate gross retention figures reflect the average at fiscal year end from fiscal year 2018 to fiscal year 2020 and exclude acquisition and volumetric churn.

“Incremental Shares” means, if any Incremental Financing is entered into by E2open, up to 20,000,000 additional shares of Class A common stock (or such greater number of shares of Class A common stock derived by dividing $200 million by a price per share no less than 10% less than the then-current five-day volume weighted average price of the Class A common stock).

“Incremental Financing” means the issuance of the Incremental Shares in connection with additional financing prior to or in connection with the consummation of the Transaction to the extent entered into by E2open.

“Insight Member” means Insight E2open Aggregator, LLC.

“Insight Partners” means, collectively, Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. and the Insight Member.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“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 Blockers, and certain other parties.

“IVP Director” means the board members of the Company nominated by the Insight Member.

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“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Period” means the period commencing on February 4, 2021 and ending on August 4, 2021.

“Merger Subs” means the Blocker Merger Subs and the Company Merger Sub.

“Morrow” means Morrow Sodali LLC, as proxy solicitor.

“net retention” means the percentage of recurring revenue at the beginning of a four-quarter period retained over a subsequent four-quarter period after adjusting for churn and downsell recurring revenue and adding upsell and cross-sell recurring revenue recorded in those four quarters, which net retention figures mentioned in this proxy statement have been adjusted to eliminate the impact of pre-acquisition churn from acquired companies.

“network growth” means, for any given period, the increase in the total number of users integrated into and using the platform as a percentage of the total number of users as of immediately prior to the start of such period.

“NYSE” means The New York Stock Exchange.

“organic growth” represents management estimates for historical subscriptions revenue growth performance, assuming all acquisitions were owned as of the beginning of the period and excluding customer churn and contract renegotiation known at the time of acquisition.

“PFIC” means passive foreign investment company under the Code.

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

“point solutions” means software solutions or services that are typically designed to solve one single, specific business problem as compared to E2open’s end-to-end capabilities.

“Pre-Closing Financing” means the private placement pursuant to which PIPE Investors have committed to make a private investment in the aggregate amount of approximately $300,000,000 for 28,909,022 shares of Class A common stock on the terms and conditions set forth in the Subscription Agreements.

“Preferred Stock” means the shares of preferred stock, par value $0.0001.

“Preferred Stock Designation” means the resolution or resolutions adopted by the Company Board providing for the issue of a series of Preferred Stock.

“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.

“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 in 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.

“Proposals” means the Stockholder Proposals.

“Public Stockholders” means the holders of the Public Shares or Public Warrants that were sold in the IPO.

“Purchase Agreement” means the Share Purchase Deed Purchase Combination Agreement, entered into as of May 27, 2021, by and among E2open, BluJay and the BluJay Sellers party thereto, as it may be amended and supplemented from time to time. A copy of the Purchase Agreement is attached to this proxy statement as Annex A.

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“Record Date” means July 23, 2021.

“recurring revenue” means the sum of the average annual subscriptions revenue for all customer contracts to which E2open is a party that are at least 12 months in duration as of the time of measurement and include the full impact of acquisitions as though they were completed at the beginning of the referenced period.

“Related Agreements” means certain additional agreements to be entered into in connection with the Purchase Agreement as further described in this proxy statement.

“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 customers and makes these applications available to the customers via the internet/cloud technology.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“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.

“Share Issuance Proposal” means Proposal No. 1 to approve the issuance of 72,383,299 shares of Class A common stock to the BluJay Sellers in the Transaction and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing and the Incremental Shares, if any, in accordance with the Incremental Financing, which collectively will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the consummation of the Transaction and the Pre-Closing Financing, pursuant to NYSE Listing Rule 312.03.

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

“Special Meeting” means the proposed meeting of E2open’s stockholders to vote on the Stockholder Proposals.

“Sponsor” means CC Neuberger Principal Holdings I Sponsor LLC, the sponsor of CCNB1 and an equity holder of the Company.

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“Sponsor Side Letter Agreement” means the agreement entered into between CCNB1 and the Sponsor Parties on October 14, 2020 pursuant to which, among other things, the Sponsor Parties automatically converted an aggregate of 2,500,000 Class B ordinary shares into the Restricted Sponsor Shares on the Closing Date.

“Stockholder Proposals” means, collectively, (i) the Share Issuance Proposal and (ii) the Adjournment Proposal.

“Subscription Agreements” means those certain subscription agreements entered into by and among E2open on the one hand, and the PIPE Investors, on the other hand, in connection with the Pre-Closing Financing, in the form of the Subscription Agreement attached hereto as Annex C.

“Tax Receivable Agreement” means the Tax Receivable Agreement dated February 4, 2021 entered into between the Company, Blocker Sellers and the Flow-Through Sellers.

“Temasek” means Anderson Investments Pte. Ltd.

“Third Amended and Restated Limited Liability Company Agreement” means the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings dated 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.

“Transaction” means the transactions contemplated by, or to be consummated in connection with, the Purchase Agreement, including the Pre-Closing Financing.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Treasury Regulations” means the Code, its legislative history, and final, temporary and proposed treasury regulations promulgated thereunder as then amended.

“Trust Account” means the trust account of CCNB1, which, prior to the Closing, held the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes, and which was distributed in connection with the Closing of the Business Combination.

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

“users” means an individual participant that access E2open’s platform from its customers and their trading partners.

“VWAP” means the daily per share volume-weighted average price of the Class A Common Stock, with respect to measurement periods (or portions thereof) following the Effective Time, or the Class A ordinary shares, with

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respect to measurement periods (or portions thereof) prior to the Effective Time (as defined in the Business Combination Agreement), on the New York Stock Exchange or such other principal United States securities exchange on which the shares of Class A Common Stock is and/or the Class A ordinary shares, as applicable, are listed, quoted or admitted to trading, as displayed under the heading Bloomberg VWAP on the Bloomberg page designated for the Class A Common Stock (or its and/or the Class A ordinary shares, as applicable (or the equivalent successor if such page is not available)) in respect of the period from the open of trading on such trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, (a) the per share volume-weighted average price of a share of Class A Common Stock and/or a Class A ordinary share, as applicable, on such trading day (determined without regard to afterhours trading or any other trading outside the regular trading session or trading hours), or (b) if such determination is not feasible, the market price per share of Class A Common Stock and/or Class A ordinary share, in either case as determined by a nationally recognized independent investment banking firm retained in good faith for this purpose by CCNB1); provided, however, that if at any time for purposes of the Class A 5-Day VWAP or Class A 20-Day VWAP (each as defined in the Third Amended and Restated Limited Liability Company Agreement), as applicable, shares of Class A Common Stock are not then listed, quoted or traded on a principal United States securities exchange or automated or electronic quotation system, then the VWAP shall mean the per share Appraiser FMV of one (1) share of Class A Common Stock (or such other equity security into which the Class A Common Stock was converted or exchanged).

“Whitespace” means the portion of the TAM that does not use 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.

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SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement with respect to the Company’s stockholders following the Transaction are for illustrative purposes only and assume the following:

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MARKET AND INDUSTRY DATA

Information contained in this proxy statement concerning the market and the industry in which E2open 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 E2open based on such sources and E2open’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 E2open operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to E2open’s Business and Industry and the Company Following the Business Combination” and elsewhere in this proxy statement.

TRADEMARKS AND SERVICE MARKS

E2open owns, or has rights to, trademarks, service marks, or trade names that it uses in connection with the operation of its business and that E2open considers important to its marketing endeavors, including the E2OPEN, AMBER ROAD and INTTRA marks. This proxy statement 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 proxy statement/prospectus are used without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that E2open 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 proxy statement are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains “forward-looking statements” within the meaning of the federal securities law. These forward-looking statements give E2open Parent Holdings, Inc.’s (we, our, us, Company or E2open) and BluJay’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 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 as of the date of this Proxy Statement and management’s 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 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.

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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:

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SUMMARY OF THE PROXY STATEMENT

The following summary highlights certain material terms of, and documents and agreements related to, the Transaction. This summary is not complete and it is qualified in its entirety by reference to the annexes to this proxy statement and the other documents and agreements that are incorporated herein by reference. We urge you to read this entire proxy statement and the annexes to this proxy statement carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the Transaction, the Share Issuance Proposal, the Adjournment Proposal and related matters. To better understand the Proposals to be considered at the special meeting, including the Transaction, whether or not you plan to attend such meetings, we urge you to read this entire proxy statement and the annexes to this proxy statement carefully and in their entirety, including the section entitled “Risk Factors”, as this summary may not contain all of the information that is important to you regarding the Transaction. See also the section entitled “Where You Can Find More Information.”

Description of the Transaction

On May 27, 2021, E2open and the BluJay Sellers entered into the Purchase Agreement, pursuant to which E2open or an Affiliate of E2open will purchase, and each of the BluJay Sellers will sell, title to the shares of BluJay owned by such BluJay Seller at the Closing. Following the Closing, the Purchaser will own all of the outstanding Shares of BluJay and BluJay and its subsidiaries will be direct or indirect subsidiaries of E2open. The BluJay Acquisition will be effected through a UK-style “locked box” deal pursuant to which the purchase price is fixed upfront by reference to the balance sheet position of BluJay as at the Locked Box Date, without any post-Closing purchase price adjustment.

Concurrently with the execution of the Purchase Agreement, E2open entered into the Subscription Agreements with the PIPE Investors, who include certain existing stockholders of E2open. Pursuant to the Subscription Agreements, substantially simultaneously with and conditioned upon the Closing, E2open has agreed to issue to the PIPE Investors an aggregate of 28,909,022 shares of Class A common stock in exchange for aggregate gross proceeds of approximately $300 million. Pursuant to the Purchase Agreement, E2open may also issue up to 20,000,000 additional shares of Class A common stock (or such greater number of shares of Class A common stock derived by dividing $200 million by a price per share no less than 10% less than the then-current five-day volume weighted average price of the Class A common stock) (the “Incremental Shares”) in connection with additional financing prior to or in connection with the consummation of the Transaction to the extent entered into by E2open (the “Incremental Financing”).

E2open and BluJay currently anticipate to consummate the Transaction in the third calendar quarter of 2021, subject to the satisfactory or waiver of certain conditions, including, among other things, receipt of the requisite approval of holders of E2open’s Class A common stock and Class V common stock of the issuance of 72,383,299 shares of Class A common stock to the BluJay Sellers in the Transaction and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing and the Incremental Shares, if any, in accordance with the Incremental Financing, which collectively will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the consummation of the Transaction and the Pre-Closing Financing, pursuant to NYSE Listing Rule 312.03.

Immediately following the Transaction, (a) the BluJay Sellers are expected to own, in the aggregate, approximately 23.7% of the Class A common stock and approximately 21.5% of E2open’s voting stock, (b) the PIPE Investors are expected to own, in the aggregate, approximately 9.8% of the Class A common stock and approximately 8.6% of E2open’s voting stock and (c) E2open’s current equity holders are expected to own, in the aggregate, approximately 66.5% of the Class A common stock and approximately 69.9% of E2open’s voting stock. For additional information on the assumptions underlying such ownership percentages, please see the section “Share Calculations and Ownership Percentages” of this proxy statement.

For a more complete description of the Transaction, please see the section “Description of the Transaction” of this proxy statement.

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Reasons for the Transaction

The Company Board considered various reasons to reach its determination that the Transaction is advisable and fair to, and in the best interests, of E2open and its stockholders, to approve and declare advisable the Purchase Agreement and the Transaction, including the issuance of the Consideration Shares and the shares of Class A common stock in the Pre-Closing Financing, and to recommend that the E2open stockholders vote in favor of the Share Issuance Proposal.

Among other reasons, the Company Board believes the combined enterprise will have the following potential advantages:

In addition, the Company Board considered and reviewed the following factors in making its determination:

For a more complete description of the Company Board’s considerations and reasons in determining to approve the Transaction and recommend that the E2open stockholders vote in favor of the Share Issuance Proposal, please see the section “Background and Reasons for the Transaction—E2open Reasons for the Transaction” of this proxy statement.

Opinion of E2open’s Financial Advisor

As of April 19, 2021, the Company retained Rothschild & Co as its financial advisor in connection with its evaluation of the potential purchase or acquisition of 50% or more of the equity interests of BluJay through a sale or exchange of capital stock or assets, a merger or consolidation, a levered buyout, a tender or exchange offer or any other similar transaction. The Company selected Rothschild & Co based on its qualifications, expertise and

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familiarity with the E2open’s business and industry. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings and other transactions.

On May 26, 2021, at a meeting of the Company Board held to evaluate the proposed Transaction contemplated by the Purchase Agreement, Rothschild & Co delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 26, 2021, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Consideration (as defined in the section “Background and Reasons for the Transaction—Opinion of E2open’s Financial Advisor”) to be paid by the Company pursuant to the Purchase Agreement was fair, from a financial point of view, to the Company.

The full text of Rothschild & Co’s written opinion, dated May 26, 2021, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G to this proxy statement and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained herein is qualified in its entirety by reference to the full text of such opinion.

The Proposals to be Submitted at the Special Meeting

The following is a summary of the proposals to be submitted at the special meeting of E2open. The Adjournment Proposal is not conditioned upon the approval of the other proposal set forth in this proxy statement. The transactions contemplated by the Purchase Agreement will be consummated only if the Condition Precedent Proposal is approved at the special meeting.

Stockholder Proposal 1: The Share Issuance Proposal

E2open is proposing that the holders of its shares of Class A common stock and Class V common stock approve, for the purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03, the issuance of 72,383,299 shares of Class A common stock to the BluJay Sellers in the Transaction and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing and, if any, the Incremental Shares in accordance with the Incremental Financing, which collectively will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the consummation of the Transaction and the Pre-Closing Financing. For additional information, see “Stockholder Proposal 1: The Share Issuance Proposal.”

Stockholder Proposal 2: The Adjournment Proposal

E2open is proposing that if, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to authorize E2open to consummate the Transaction because the Condition Precedent Proposal has not been approved, the E2open Board may submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Stockholder Proposal 3: The Adjournment Proposal.”

Each of the Share Issuance Proposal and the Adjournment Proposal is not conditioned upon the approval of the other proposal.

The Purchase Agreement

The BluJay Acquisition will be effected through a UK-style “locked box” deal pursuant to which the purchase price is fixed upfront by reference to the balance sheet position of BluJay as of the Locked Box Date,

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without any post-Closing purchase price adjustment provided, that, there are customary protections for E2open in respect of “Leakage” in accordance with the terms of the Purchase Agreement.

Consideration to be Received in the Transaction

Subject to the terms and conditions of the Purchase Agreement, the consideration payable or issuable to the BluJay Sellers will be, in the aggregate, (a) 72,383,299 shares of Class A common stock and (b) an amount in cash equal to (i) $1,187,621,793, plus (ii) the Ticking Fee, plus (iii) the aggregate amount of outstanding sums owed by certain members of management to BluJay, minus (iv) transaction costs of the BluJay Sellers, minus (v) certain exit bonuses, minus (vi) the costs of procuring run-off directors’ and officers’ insurance, minus (vii) certain related party payments, and minus (viii) specified items of “Leakage” representing transfers in value from BluJay and its subsidiaries to the BluJay Sellers during the period from the Locked Box Date to the Closing (subject to customary exceptions).

Conditions to Closing

The respective obligations of each party to the Purchase Agreement to effect the Transaction and the other transactions contemplated by the Purchase Agreement are subject to the satisfaction or written waiver, at or prior to the Closing of the Antitrust Condition, the NZ OIO Condition, the NSI Condition, the Stockholder Approval Condition, the Stockholder Listing Condition, and the Injunction Condition. The Conditions are not capable of being waived other than the Stockholder Listing Condition, which may be waived by Francisco Partners and Temasek.

The NZ OIO Condition was satisfied on July 5, 2021. The Antitrust Condition was satisfied as of the expiration of the applicable waiting period at 11:59 p.m. Eastern Time on July 12, 2021.

Termination

If the Conditions are not satisfied by the Longstop Date, the Purchaser or, acting jointly, Francisco Partners and Temasek, may, in their sole discretion, terminate the Purchase Agreement with immediate effect.

Prior to the Longstop Date, if the Share Issuance Proposal has been submitted to the E2open stockholders for approval at the special meeting (as it may be adjourned or postponed) at which a vote was held to obtain approval of the Share Issuance Proposal and such approval has not been obtained at such meeting (including any adjournment or postponement thereof), then the Purchaser or, acting jointly, Francisco Partners and Temasek may, in their sole discretion, terminate the Purchase Agreement with immediate effect.

E2open has agreed that, if the Purchase Agreement is terminated in the below circumstances, E2open will pay the BluJay Sellers a fee as follows (each, a “Break Fee”):

Only one Break Fee may be paid and in no event shall a Break Fee be paid on more than one occasion.

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Survival

Under the Purchase Agreement, the parties to the agreement made customary representations and warranties regarding themselves, covenants and undertakings for transactions of this type. Claims by the Purchaser against the BluJay Sellers in respect of any breach of the BluJay Sellers’ confidentiality obligations survive for a period of three years following Closing, and all other claims by the Purchaser against the BluJay Sellers survive for a period of two years following the Closing. The aggregate liability of each BluJay Seller under the Purchase Agreement is limited to the value of the consideration payable to such BluJay Seller.

Other than the Purchaser’s representations and warranties regarding organization and standing; power and authority; execution, delivery and enforceability of the Purchase Agreement and the other Transaction Documents; no conflict and consents; capitalization; due authorization and valid issuance of the Consideration Shares and Company Board approval of the Transaction and recommendation to the E2open stockholders, representations and warranties of the Purchaser, and covenants of the Purchaser that by their terms are to be performed prior to the Closing, will not survive the Closing. The Purchaser’s representations and warranties regarding organization and standing; power and authority; execution, delivery and enforceability of the Purchase Agreement and the other Transaction Documents; no conflict and consents; capitalization; due authorization and valid issuance of the Consideration Shares and Company Board approval of the Transaction and recommendation to the E2open stockholders will survive for a period of six months following the Closing.

For additional information, see “Description of the Transaction — The Purchase Agreement.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Purchase Agreement. For additional information, see “Description of the Transaction — Certain Agreements Related to the Transaction.”

Management Warranty Deed; Tax Deed

In connection with the entry into the Purchase Agreement, certain of the individual BluJay Sellers (the “Warrantors”) provide business warranties separately under the Management Warranty Deed entered into with E2open. The Warrantors’ liability under the Management Warranty Deed is limited to USD 1.00, with sole recourse being to the warranty and indemnity insurance policy, which has been obtained by E2open upon the date of entry into the Purchase Agreement and the Management Warranty Deed.

Under the Management Warranty Deed, the Warrantors made customary business representations and warranties for transactions of this type regarding BluJay, including with respect to capacity and authority; capitalization; subsidiaries; organizational and governing documents; solvency; financial statements and accounts; the period since the Locked Box Date; indebtedness, guaranties and indemnities; real estate; non-real property assets; insurance; material contracts; compliance with laws and permits; litigation; sanctions; effect of sale on shares; intellectual property, information technology and data protection; employees; pensions; employee benefits; tax; and proxy statement information. The representations and warranties made under the Management Warranty Deed will be subject to a term set out in the Management Warranty Deed (which has been extended under the warranty and indemnity insurance policy for extended recourse)). In addition, the Warrantors and E2open agreed to be bound by certain covenants that are customary for transactions of this type in respect of the conduct, and liability in respect of, any claims made under the Management Warranty Deed.

Additionally, certain of the management BluJay Sellers (the “Covenantors”) entered into a Tax Deed with E2open, pursuant to which the Covenantors provide customary representations and warranties with respect to tax matters concerning BluJay. As with the Management Warranty Deed, the recourse under the tax deed is limited to USD 1.00, with sole recourse being to the warranty and indemnity policy obtained by E2open.

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The Management Warranty Deed is attached to this proxy statement as Annex D. The Tax Deed is attached to this proxy statement as Annex E.

Support Agreements

In connection with the Transaction, E2open and BluJay entered into four Support Agreements, each dated May 27, 2021 (each, a “Support Agreement”), with the following stockholders of E2open (collectively, the “Supporting Stockholders”) (a) Neuberger Berman Opportunistic Capital Solutions Master Fund LP and NBOKS Co-Investment Fund I LP; (b) CC NB Sponsor 1 Holdings LLC; (c) CC Neuberger Principal Holdings I Sponsor LLC; and (d) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P. and Insight E2open Aggregator, LLC.

Subject to the terms and conditions of the Support Agreements, each Supporting Stockholder has agreed, among other things and subject to the respective terms thereof, to vote its shares of Common Stock (a) in favor of the transactions contemplated by the Purchase Agreement, including the issuance of the Consideration Shares to the BluJay Sellers and amending the Certificate of Incorporation of E2open to increase the authorized number of shares of Class A common stock (if required in order to facilitate the issuance of the Consideration Shares), (b) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of E2open at which any of the foregoing matters are submitted for consideration and vote of the stockholders of E2open if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (c) against approval of (i) any proposal made in opposition to the Purchase Agreement or the consummation of the Transaction, (ii) any action or agreement that would to the knowledge of such Supporting Stockholder result in a breach of any covenant, representation or warranty or any other obligation or agreement of E2open contained in the Purchase Agreement, or of such Supporting Stockholder contained in its Support Agreement, and (iii) any other action that would reasonably be expected to materially impede, materially interfere with, materially delay, materially postpone or materially and adversely affect or prevent the transactions contemplated by the Purchase Agreement or its Support Agreement.

The Support Agreements will terminate upon the earlier to occur of the termination of the Purchase Agreement and the Closing, subject to the right of the Supporting Stockholders to terminate earlier in certain limited circumstances. The Support Agreements limit the ability of the Supporting Stockholders to transfer their shares of Class A common stock and/or Class V common stock in a manner which results in the Supporting Stockholders ceasing to have the right to vote or direct the vote of such shares, subject to certain exceptions, including that a Supporting Stockholder may transfer such Supporting Stockholder’s shares to certain permitted transferees.

Amended and Restated Investor Rights Agreement

Concurrently with the Closing, the Company will enter into the Amended and Restated Investor Rights Agreement with the Sponsor, NBOKs, CC Capital, Insight Partners, Francisco Partners, Temasek, affiliates of Elliott Management Corporation (collectively, the “IRA Parties”) and certain other Equityholders (as defined therein) of the Company party to the existing Investor Rights Agreement, in substantially the form attached as Annex B to this proxy statement. The Amended and Restated Investor Rights Agreement will include, among other things, the following provisions:

Director Appointment. Under the Amended and Restated Investor Rights Agreement, subject to certain step down provisions, the Insight Member will have the right to nominate three board members (each, an “IVP Director”) (of which one is expected to remain vacant),CC Capital, on behalf of the Sponsor, will have the right to nominate five board members (of which one is expected to remain vacant) (each, a “Sponsor Director”), a representative of Francisco Partners will have the right to nominate one board member (the “FP Director”) and,

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subject to obtaining CFIUS Clearance (as defined therein), Temasek will have the right to nominate one board member (the “Temasek Director”). Two of the three IVP Directors, four of the five Sponsor Directors, the FP Director, the Temasek Director and the Chief Executive Officer of E2open, Michael Farlekas (the “CEO Director”), will comprise the Company Board following the Closing. The directors nominated as Class I directors with terms ending at the Company’s 2021 annual meeting of stockholders include up to three Sponsor Directors. The directors nominated as Class II directors with terms ending at the Company’s 2022 annual meeting of stockholders include two IVP Directors and up to one Sponsor Director (currently with one Sponsor Director vacancy), and will include one FP Director. The directors nominated as Class III directors with terms ending at the Company’s 2023 annual meeting of stockholders include up to one IVP Director (currently with one IVP Director vacancy), one Sponsor Director and the CEO Director, and will include one Temasek Director.

Voting. For the duration of the Standstill Period (as defined below), the IRA Parties will agree to vote all of their respective shares of Class A common stock and Class V common stock, as applicable, in favor of the nominees recommended by the Company Board.

Standstill. The IRA Parties will agree that until the date that is the later of (a) February 4, 2022 and (b) the date of the Company’s 2022 annual meeting of stockholders (the “Standstill Period”), they will not (i) solicit proxies to vote or seek to advise or influence any person with respect to the voting of any securities of the Company in favor of electing any person as a director who is not nominated pursuant to the Amended and Restated Investor Rights Agreement or by the Company Board or its nominating committee or in opposition of any individual nominated by the Company pursuant to the Amended and Restated Investor Rights Agreement, (ii) nominate any person as a director who is not nominated pursuant to the Amended and Restated Investor Rights Agreement or by the Company Board (or its nominating committee) (other than by making a non-public proposal or request to the Company Board or its nominating committee in a manner which would not require the Company Board or Company to make any public disclosure), (iii) take certain actions contrary to the governance structure of the Company other than in accordance with the Amended and Restated Investor Rights Agreement, (iv) subject to certain exceptions, enter into a voting trust, voting agreement or similar voting arrangement with respect to securities of the Company, (v) form, join or participate in a “group,” as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing actions or (vi) make any public disclosure inconsistent with the foregoing.

Registration Rights. The Amended and Restated Investor Rights Agreement will require the Company to file, within 30 days of the Closing Date, a new Registration Statement on Form S-1 in accordance with Rule 415 covering the resale of all registrable securities held by the IRA Parties, including Francisco Partners and Temasek.

Lock-Up. Under the Amended and Restated Investor Rights Agreement, each of the Sponsor, NBOKS, CC Capital, Insight Partners, Francisco Partners and Temasek will agree not to transfer any Lock-Up Shares (as defined therein), between the Closing Date and the date that is six months after the Closing Date (the “Lock-Up Period”), subject to certain customary exceptions. The other Equityholders that are parties to the existing Investor Rights Agreement containing a lock-up period that will expire on August 4, 2021, which is the date that is six months following the consummation of the Company’s business combination with CCNB1, have not agreed to an additional lock-up period.

Lock-Up Agreement

In connection with the execution of the Purchase Agreement, the parties agreed that E2open will cause all Consideration Shares held by any BluJay Seller that has delivered a Lock-Up Agreement to the Company at the Closing and not subject to registration pursuant to the Amended and Restated Registration Rights Agreement, to be included in the New Shelf. Pursuant to such Lock-Up Agreements, the BluJay Sellers party thereto will not be able to transfer shares beneficially owned or otherwise held by them prior to the termination of the Lock-Up Period, subject to certain customary exceptions. The parties to the Purchase Agreement expect that a majority of the BluJay Sellers (other than Francisco Partners and Temasek, which will be parties to the Amended and Restated Investor Rights Agreement and subject to the lock-up provisions therein) will deliver Lock-Up Agreements.

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The form of Lock-Up Agreement is attached to this proxy statement as Annex F and is incorporated by reference as an exhibit to the registration statement of which this proxy statement forms a part.

Subscription Agreements

E2open entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and E2open agreed to issue and sell to such investors, an aggregate of 28,909,022 shares of Class A common stock for gross proceeds of approximately $300,000,000, $2,499,999.40 and $26,000,008.60 of which will be funded by CC Capital and NBOKS, respectively. The Class A common stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. E2open has agreed to register the resale of the Class A common stock issued to PIPE Investors pursuant to a registration statement that must be filed within 30 days after the Closing. The Subscription Agreements also contain other customary representations, warranties, covenants and agreements of the parties thereto.

The closings under the Subscription Agreements will occur substantially concurrently with the Closing and are conditioned on such closing and on other customary closing conditions. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) the termination of the Purchase Agreement in accordance with its terms without being consummated, (ii) the mutual written agreement of the parties thereto and the Company, (iii) 30 days after the Long Stop Date if the Closing has not occurred by such date and (iv) if any of the conditions to the Closing are not satisfied or waived on or prior to the Closing (and if the failure to so satisfy such condition is capable of being cured prior to Closing, such failure will not have been cured by thirty calendar days following receipt of written notice from the party claiming such condition has not been satisfied). BluJay is a third party beneficiary of E2open’s rights to enforce each PIPE Investor’s obligation to fund pursuant to each Subscription Agreement.

The Special Meeting

Date, Time and Place of Special meeting

The special meeting will be held at 9:00 a.m., Eastern Time, on August 31, 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned, to consider and vote upon the Stockholder Proposals, including, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, the Share Issuance Proposal has not been approved. As part of our precautions regarding COVID-19, we are also planning to hold the special meeting virtually. The teleconference details will be announced via press release and filed with the SEC as proxy material. We also encourage you to check our proxy website at www.proxydocs.com/ETWO for updates related to our special meeting if you plan to attend.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

E2open has fixed the close of business on July 23, 2021, as the Record Date for determining the E2open stockholders entitled to notice of and to attend and vote at the Special meeting.

As of the close of business on such date, there were 195,128,177 shares of Class A Common Stock and 40,000,000 shares of Class V Common Stock outstanding and entitled to vote.

Proxy Solicitation

Proxies with respect to the special meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. E2open has engaged Morrow to assist in the solicitation of proxies. If an E2open

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stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting — Revoking Your Proxy; Changing Your Vote.”

Quorum and Required Vote

A quorum of E2open stockholders is necessary to hold the special meeting. The presence, in person or by proxy, of E2open stockholders representing a majority of the Class A Common Stock and Class V Common Stock issued and outstanding on the Record Date and entitled to vote on the Stockholder Proposals to be considered at the special meeting will constitute a quorum for the special meeting.

The affirmative vote of the holders of at least a majority of the aggregate voting power of the outstanding shares of our Class A Common Stock and Class V Common Stock that are present in person or by proxy, and entitled to vote at the special meeting, voting together as a single class, is required to approve each of the Share Issuance Proposal and the Adjournment Proposal..

Recommendation to Stockholders of E2open

The E2open Board has unanimously approved the Stockholder Proposals.

The E2open Board unanimously recommends that stockholders:

The existence of any financial and personal interests of one or more of E2open’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of E2open and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. See the section entitled “Background and Reasons for the Transaction — Interests of E2open’s Directors and Officers and Others in the Transaction” in this proxy statement for a further discussion of such interests and potential conflicts of interest.

Regulatory Approvals

The Transaction is not subject to any additional regulatory requirement or approval, except for (i) filings required with the SEC pursuant to the reporting requirements applicable to E2open, and the requirements of the Securities Act and the Exchange Act, including the requirement to disseminate this proxy statement to E2open’s stockholders, (ii) filings required pursuant to the Hart-Scott-Rodino Act Antitrust Improvements Act of 1976, as amended (“HSR Act”) with respect to the transactions contemplated by the Transaction, (iii) written confirmation from the New Zealand Overseas Investment Office or the relevant New Zealand Government Minister that a direction order has been issued allowing the Transaction pursuant to the Overseas Investment Act 2005 (New Zealand), and (iv) if the United Kingdom’s National Security and Investment Act 2021 (“NSI Act”) enters into force prior to completion and the Transaction (or any part of it) becomes subject to a requirement thereunder to notify the United Kingdom Secretary of State for Business, Energy and Industrial Strategy (“BEIS”) and obtain the approval of BEIS prior to Completion, written confirmation from the BEIS approving the Transaction pursuant to the NSI Act.

Risk Factors

In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the Annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

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QUESTIONS AND ANSWERS

This proxy statement is being provided to stockholders of E2open Parent Holdings, Inc. in connection with the proposals to be voted on at the special meeting as set forth in the notice of 2021 special meeting of stockholders. Proposal 1 seeks approval by stockholders of the Company of the issuances of (a) 72,383,299 shares of Class A common stock to the BluJay Sellers in the Transaction and (b) the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing, as required by and in accordance with applicable NYSE listing rules (the “Share Issuance Proposal”), in connection with the pending acquisition of BluJay by the Company pursuant to the Purchase Agreement, dated as of May 27, 2021 by and among the Company, BluJay and the other parties thereto. The Purchase Agreement and the pending acquisition are described in further detail in “Description of the Transaction.”

It is important to understand that we are not required to seek, nor are we seeking, stockholder approval of the pending acquisition of BluJay. Rather, we are only seeking approval of the Share Issuance Proposal, which will allow us to issue (a) 72,383,299 shares of Class A common stock to the BluJay Sellers and (b) 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing, as required by and in accordance with the NYSE Listing Rule 312.03, as more fully described in “Proposal 1 - The Share Issuance Proposal.”

Questions and Answers About the Special Meeting and Voting Rights

You will be able to attend the special meeting in person or virtually and to submit your questions during the meeting. You also will be able to vote your shares at the special meeting. However, we encourage all Stockholders to vote in advance of the special meeting.

The meeting will begin promptly at 9:00 a.m. Eastern Time.

Even if you plan to participate in the special meeting in person or virtually, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the special meeting.

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If your shares are held in a stock brokerage account or by a bank or other nominee holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee holder of record on how to vote your shares held in your account.

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Attendance at the special meeting will not, by itself, revoke a proxy.

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If you do not give voting instructions to your broker, bank or other nominee prior to the deadline set by your broker, bank or other nominee, your broker, bank or other nominee may vote only on matters that the New York Stock Exchange determines to be “routine”, but will not be permitted to vote your shares with respect to “non-routine” items. Under NYSE rules, the Adjournment Proposal is the only routine matter to be addressed at the special meeting. When a broker, bank or other nominee has not received instructions from the beneficial owners or persons entitled to vote and the nominee cannot vote on a particular matter because it is not routine, then there is a “broker non-vote” on that matter. Broker non-votes do not count as votes “FOR” or “AGAINST” any proposal, as applicable, and will not be counted in determining whether there is a quorum for the special meeting. Accordingly, if Stockholders do not direct their brokers or other nominees how to vote on Proposal No. 1, their brokers or other nominees may not exercise discretion and may not vote their shares on Proposal No. 1.

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E2open Parent Holdings, Inc.

9600 Great Hills Trail, Suite 300E

Austin, TX 78759

Attn: Investor Relations

Email: investor.relations@e2open.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200

(banks and brokers can call collect at (203) 658-9400)

Email: E2open@investor.morrowsodali.com

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RISK FACTORS

Before you make your decision regarding how to vote on the Share Issuance Proposal set forth in this proxy statement, you should carefully consider each of the following risk factors and all of the other information contained in this proxy statement. The risk factors described below related primarily to the BluJay Acquisition and the integration of BluJay and its business. The risk factors described below are not the only risks that we will face following the Transaction. Furthermore, additional risks and uncertainties not currently known to us may also materially and adversely affect our business operations and financial condition or the price of our Class A common stock.

Risks Related to the Transaction

The BluJay Acquisition may not be consummated.

We have entered into an agreement to acquire BluJay, referred to herein as Purchase Agreement. Completion of the BluJay Acquisition is subject to a number of risks and uncertainties, and we can provide no assurance that the various closing conditions to the Purchase Agreement will be satisfied, including that the required governmental and other necessary approvals will be obtained.

We may experience difficulties in integrating the operations of BluJay into our business and in realizing the expected benefits of the BluJay Acquisition.

The success of the BluJay Acquisition, if completed, will depend in part on our ability to realize the anticipated business opportunities from combining the operations of BluJay with our business in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the BluJay Acquisition, and could harm our financial performance. If we are unable to successfully or timely integrate the operations of BluJay with our business, we may incur unanticipated liabilities and be unable to realize the anticipated benefits resulting from the BluJay Acquisition, and our business, results of operations and financial condition could be materially and adversely affected.

Risks Related to the Global Pandemic

The ongoing COVID-19 pandemic, including the resulting global economic uncertainty, measures taken in response to the pandemic and changes to the way our customers are operating their businesses, could materially impact our business and future results of operations and financial condition.

The COVID-19 pandemic has disrupted the global economy and strained governments, health care systems and businesses. It is difficult to predict the continuing impact on global economic markets, which ultimate impact will depend upon the efficacy and availability of vaccines and the actions taken by governments and businesses in response to the pandemic. Adverse market conditions resulting from the spread of COVID-19 could materially adversely affect our business through a decrease in the rate of spending on software products, our customers’ inability or unwillingness to purchase our offerings; reductions in the amount or duration of customers’ subscription contracts or increased customer attrition rates. The COVID-19 pandemic could also cause our third-party data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business.

In response to the COVID-19 pandemic, we have temporarily closed our offices, enabled our employees to work remotely and implemented travel restrictions for all non-essential business in a manner

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consistent with local standards and risks. If the COVID-19 pandemic worsens, especially in regions where we have offices, our business activities could be adversely affected. We may take further actions that alter our business operations as may be required by local, state or federal authorities or that we determine are in the best interests of our employees. Such measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity or customer retention, any of which could harm our financial condition and business operations.

Almost 50% of our employees reside in India, that is in the midst of a devastating second wave of COVID-19. In order to protect our valued Indian employees, we may take further actions that alter our business operations as may be required by local, state or federal authorities or that we determine are in the best interests of our employees. These measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity or customer retention, any of which could harm our financial condition and business operations. Due to the complexity of our products and trained nature of our employees in India, a continued worsening of COVID-19 in India could negatively affect our strategic sales goals or professional services revenue due to our inability to find temporary workers or back-fill employees to service our sales team or customers.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this Risk Factors section, including, in particular, risks related to our ability to secure customer renewals, the addition of new customers and increased revenue from existing customers, risks relating to cyber-attacks and security vulnerabilities and global supply chain disruptions.

Risks Related to the Business of E2open

Our business depends on customers renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.

Approximately 85% of our revenue is recurring and consists of subscriptions revenue. Our subscription products generally have recurring annual subscription periods. While many of our subscriptions provide for automatic renewal, our customers may opt-out of automatic renewal and customers have no obligation to renew a subscription after the expiration of the term. Our customers may or may not renew their subscriptions as a result of a number of factors, including the general economic downturns due to COVID-19, their satisfaction or dissatisfaction with our products and services, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of economic conditions or reductions in our paying customers’ spending levels. In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths if they were previously on multi-year contracts or switch to lower cost offerings of our products and services.

It is difficult to accurately predict long-term customer retention. Our customers’ subscription retention rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our products, the prices of our products, the prices of products and services offered by our competitors or reductions in our customers’ spending levels. If our customers do not renew their subscription arrangements, maintenance or other services agreements or if they renew them on less favorable terms, our revenue may decline. A substantial portion of our quarterly subscriptions revenue is attributable to agreements entered into during previous quarters. As a result, if there is a decline in renewed subscription agreements in any one quarter, only a small portion of the decline will be reflected in our revenue recognized in that quarter and the rest will be reflected in our revenue recognized in the following four quarters or more.

Our large customers have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue and lower average selling prices and gross margins, all of which could harm our results of operations.

Some of our customers have significant bargaining power when negotiating new licenses or subscriptions or renewals of existing agreements, and they have the ability to buy similar products from other

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vendors or develop such systems internally. These customers have and may continue to seek advantageous pricing and other commercial and performance terms that may require us to develop additional features in the products we sell to them or add complexity to our customer agreements. Currently, as customers become larger, our pricing model recognizes various factors such as number of products purchased and the penetration of those products within a customer’s operations. As such, when a customer buys more products, their average cost per product can decline even though the total revenue from them increases, and, to date, we have generally seen sales to customers increase in proportion to or in excess of any reductions in the cost per product. However, there can be no guarantee that these results will continue in the future. If we are unable to negotiate renewals with our large customers on favorable terms, our results of operations could be harmed.

Given many of our key customers are enterprise customers, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.

Many of our largest customers are enterprise customers, which means we face longer sales cycles, greater competition, more complex customer due diligence, less favorable contractual terms and less predictability in completing some of our sales.

Consequently, a target customer’s decision to use our services may be an enterprise-wide decision and, if so, these types of sales require us to provide greater levels of education regarding the use and benefits of our products and services as well as education regarding privacy and data protection laws and regulations to prospective customers. In addition, larger enterprise customers may demand more configuration, integration services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.

If we are unable to sell products to new customers or to sell additional products or upgrades to our existing customers, it could adversely affect our revenue growth and operating results.

To increase our revenue, we must add new customers (whether through sales or acquisitions) or sell additional products or upgrades to existing customers. Even if we capture a significant volume of leads from our digital marketing activities, we must be able to convert those leads into sales of our products to new or existing customers in order to achieve revenue growth.

We primarily rely on our direct sales force to sell our products to new and existing customers and convert qualified leads into sales. Accordingly, our ability to achieve significant growth in revenue in the future will depend on our ability to recruit, train and retain sufficient numbers of sales personnel, and on the productivity of those personnel. Our recent and planned personnel additions may not become as productive as we would like or in a timely manner, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do or plan to do business. If we are unable to sell products to new customers and additional products or upgrades to our existing customers through our direct sales force or through our channel partners, which supplement our direct sales force by distributing our products and generating sales opportunities, we may be unable to grow our revenue and our operating results could be adversely affected.

Because we generally recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.

We generally recognize revenue from customers ratably over the terms of their subscription and support agreements, which are typically 36 months. As a result, most of the revenue we report in each quarter is the result of subscription and support agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. However, any such decline will negatively impact our revenue in future quarters. Accordingly, the effect of

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significant downturns in sales and market acceptance of our services and potential changes in our attrition rate, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription and support term.

Because our long-term success depends on our ability to operate our business internationally and increase sales of our products to customers located outside of the United States, our business is susceptible to risks associated with international operations.

We have significant international operations in India, the United Kingdom, Poland, Germany, Belgium, China, Hong Kong and Malaysia as well as international operations in other countries. We market and sell our products worldwide. We expect to continue to expand our international operations for the foreseeable future. The continued international expansion of our operations requires significant management attention and financial resources and results in increased administrative and compliance costs. Our limited experience in operating our business in certain regions outside the United States increases the risk that our expansion efforts into those regions may not be successful. In particular, our business model may not be successful in particular countries or regions outside the United States for reasons that we currently are unable to anticipate. We are subject to risks associated with international sales and operations including, but not limited to:

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The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. If we are unable to effectively manage our expansion into additional geographic markets, our financial condition and results of operations could be harmed.

We are exposed to fluctuations in foreign currency exchange.

Movements in foreign currency exchange rates could have a negative effect on our business, financial condition, results of operations and prospects to the extent we have a mismatch between its earnings in any foreign currency and its costs that are denominated in that currency.

We manage currency fluctuations by reviewing movements in exchange rates and ensuring that the overall level of exposure remains small, however, we do not currently hedge against currency fluctuations, which could have a material adverse effect on our business, financial condition, results of operations and prospects. We may enter into hedging arrangements after the date of this document, however, these hedging arrangements may not be effective or may be insufficient with respect to the level of coverage regarding our financing exposures and we may fail to successfully implement and manage these hedging arrangements. There can be no assurances that fluctuations in currency rates and exposures will not have a material adverse effect on our business, financial condition, results of operations and prospects.

We have experienced rapid growth in recent periods, and our recent growth rates may not be indicative of our future growth.

We have experienced organic and acquisition-driven growth in recent periods, and revenue growth in future periods may not be consistent with recent history. We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

We may not be able to successfully implement our strategic initiatives in accordance with our expectations or in the timeframe we desire, which may result in an adverse impact on our business and financial results. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations and financial condition will be harmed, and we may not be able to achieve or maintain profitability.

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If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

We have experienced, and expect to continue to experience, rapid growth, particularly through acquisitions, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue to grow, we face challenges of integrating, developing, training and motivating a rapidly growing employee base in our various offices around the world and navigating a complex multi-national regulatory landscape. If we fail to manage our anticipated growth and change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract customers.

To manage growth in our operations and personnel, we need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures. We require significant expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, customer experience, research and development, sales and marketing, administrative, financial and other resources.

We anticipate that significant additional investments will be required to scale our operations and increase productivity, address the needs of our customers, further develop and enhance our products and services, expand into new geographic areas and scale with our overall growth. If additional investments are required due to significant growth, this will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.

Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks. As such, we may be subject to risks inherent to companies that process client data for client mission critical systems like SCM solutions.

We are the target of attempts to identify and exploit system vulnerabilities and/or penetrate or bypass our security measures in order to gain unauthorized access to our systems. To mitigate these risks, we employ multiple methods at different layers of our systems to defend against intrusion and attack. Despite our efforts to keep our systems secure and remedy identified vulnerabilities, future attacks could be successful and result in contractual liability to clients or loss of client trust and ultimately client business.

We may experience breaches of our security measures due to human error, system errors or vulnerabilities. In particular, our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware and phishing campaigns. We maintain errors, omission and cyber liability insurance policies covering security and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.

At present, we believe the regulatory and private action risks related to personal data we process as part of our business-to-business supply chain solutions are low. We process a limited amount of personal data, typically business contact information, supplied by our clients. Regulations surrounding personal data are rapidly changing and that makes global compliance challenging and unpredictable. Failure to comply with regulations may subject us to regulatory investigations, reputational harm, contractual liability to clients and potential liability to data subjects.

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If we fail to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our products may become less competitive or obsolete and our results of operations would be harmed.

Our products must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. We believe a significant component of our value proposition to customers is the ability to optimize and configure our products to integrate with our systems and those of third parties. If we are not able to integrate our products in a meaningful and efficient manner, demand for our products could decrease and our business and results of operations would be harmed.

In addition, we have a large number of solutions, and maintaining and integrating them effectively requires extensive resources. Our continuing efforts to make our products more interoperative may not be successful. Failure of our products to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products, resulting in customer dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-effective manner, our products may become less marketable, less competitive or obsolete, and our business and results of operations may be harmed.

We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

We have goodwill of $2,628.6 million and $752.8 million and net intangible assets of $824.9 million and $467.6 million as of February 28, 2021 and February 29, 2020, respectively. In accordance with U.S. GAAP, goodwill and intangible assets with an indefinite life are not amortized but are subject to a periodic impairment evaluation. Goodwill and acquired intangible assets with an indefinite life are tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below their carrying value. Acquired intangible assets with definite lives are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. In addition, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable. If indicators of impairment are present, we evaluate the carrying value in relation to estimates of future undiscounted cash flows. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn depend in part on how well we have integrated these businesses into our own business. Judgments made by management relate to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows of the carrying amounts of such assets. The accuracy of these judgments may be adversely affected by several factors, including significant:

These types of events or indicators and the resulting impairment analysis could result in impairment charges in the future. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets. Such impairment charges could materially and adversely affect our business, results of operations and financial condition.

Risks Related to Macroeconomic and Market Conditions

Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations and cash flows.

Our revenue, results of operations and cash flows depend on the overall demand for and use of technology and information for global SCM, which depends in part on the amount of spending allocated by our

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customers or potential customers on supply chain technology and information. This spending depends on worldwide economic and geopolitical conditions. The U.S. and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services; restricted credit; poor liquidity; reduced corporate profitability; volatility in credit, equity and foreign exchange markets; bankruptcies; pandemics such as COVID-19; and overall economic uncertainty. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain. In addition, geopolitical developments and potential trade wars can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Further actions or inactions of the U.S. or other major national governments, including the United Kingdom’s 2016 vote in favor of exiting the European Union, may also impact economic conditions, which could result in financial market disruptions or an economic downturn.

Concerns about the systemic impact of a recession in the United States or globally, energy costs, geopolitical issues or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S. economy and abroad, which in turn could affect the rate of information technology spending and adversely affect our customers’ ability or willingness to purchase our services, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscription contracts or affect attrition rates, all of which could adversely affect our future sales and operating results. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts or non-renewal at the end of a contract term.

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and we may not be able to do so, or do so quickly enough to respond to changes in demand. Even if we anticipate changes in demand, it may be difficult for us to transition existing customers to new versions of our solutions.

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and to do so on a timely basis. Successful module development and marketing depends on numerous factors, including anticipating customer requirements, changes in technology requirements, our ability to differentiate our solutions from those of our competitors and market acceptance of our solutions. Enterprises are requiring their software application vendors to provide ever increasing levels of functionality and broader offerings. Moreover, our industry is characterized by rapid evolution and shifts in technology and customer needs. We may not be able to develop and market new or enhanced modules in a timely or cost-effective manner, or at all. Our solutions also may not achieve market acceptance or correctly anticipate technological changes or the changing needs of our customers or potential customers.

In addition, even if we correctly anticipate changes in technology or demand, it might be difficult for us to transition existing customers to new versions of our solutions. Such transitions or upgrades may require considerable professional services effort and expense, and customers may choose to discontinue using our solutions rather than proceed with a lengthy and expensive upgrade. If customers fail to accept new versions of our solution, if our newest solutions contain errors or if we expend too many resources supporting multiple versions of our solutions, we may suffer a material adverse effect on our business, financial position, results of operations and cash flows.

The market for cloud-based SCM solutions is still evolving. If this market develops more slowly than we expect, our revenue may fail to grow or decline, and we may incur additional operating losses.

We derive, and expect to continue to derive, substantially all of our revenue from providing a cloud-based SCM platform, solutions and related services. The market for cloud-based SCM solutions is still evolving and it is uncertain whether this platform and solutions will sustain high levels of demand and market acceptance. Our success will depend on the willingness of companies to accept our cloud-based SCM platform and solutions as an alternative to manual processes, traditional enterprise resource planning software and internally-developed

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SCM solutions. Some customers may be reluctant or unwilling to use our cloud-based SCM platform or solutions for a number of reasons, including data privacy concerns, data and network security concerns and existing investments in SCM technology.

Traditional approaches to SCM have required, among other things, purchasing hardware and licensing software. Because these traditional approaches often require significant initial investments to purchase the necessary technology and to establish systems that comply with customers’ unique requirements, companies may be unwilling to abandon their current solutions for our cloud-based SCM platform and solutions. Other factors that may limit market acceptance of our platform and solutions include:

If companies do not perceive the benefits of our platform and solutions or if companies are unwilling to accept our platform and solutions as an alternative to traditional approaches, the market for our platform and solutions might not continue to develop or might develop more slowly than we expect, either of which could significantly adversely affect our revenues and growth prospects.

We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain customers and would impede the growth of our business.

The SCM market is fragmented, competitive and rapidly evolving. We compete with other cloud-based SCM vendors, traditional enterprise resource planning vendors such as SAP and Oracle and other service providers as well as with solutions developed internally by enterprises seeking to manage their global supply chains and global trade. Some of our actual and potential competitors may enjoy competitive advantages over us, such as greater name recognition, more varied offerings and larger marketing budgets as well as greater financial, technical and other resources. Furthermore, some competitors may have best-of-breed solutions to problems created by the unique trading requirements of particular countries, industries and/or business processes. As a result, our competitors may be able to respond more quickly than we can to new or changing opportunities, technologies, standards or customer requirements or devote greater resources to the promotion and sale of their products and services than we can.

The intensity of competition in the SCM market has resulted in pricing pressure as the market has developed, and our competitors very frequently offer substantial price discounts for their products. We expect the intensity of competition to increase in the future as existing competitors develop their capabilities and as new companies, which could include one or more large software or trade content providers, enter the market. Increased competition could result in additional pricing pressure, reduced sales, shorter term lengths for customer contracts, lower margins or the failure of our solutions to achieve or maintain broad market acceptance. If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates and add or retain customers, and our business, financial condition and results of operations will be harmed.

Risks Related to Key Third-Party Relationships

Interruptions or performance problems associated with our products, including disruptions at any third-party data centers upon which we rely, may impair our ability to support our customers.

Our continued growth depends in part on the ability of our existing and potential customers to access our websites, software and cloud-based products within an acceptable amount of time. We have experienced, and

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may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously, denial of service, fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our user traffic increases. If our websites are unavailable or if our customers are unable to access our software or cloud-based products within a reasonable amount of time, or at all, our business would be negatively affected. Additionally, our data centers and networks and third-party data centers and networks may experience technical failures and downtime, may fail to distribute appropriate updates or may fail to meet the increased requirements of a growing customer base.

We provide certain of our solutions through third-party data center hosting facilities located in the United States and other countries. While we control and have access to our servers and all of the components of our network that are located in such third-party data centers, we do not control the operation of these facilities.

Additionally, some of these data centers could be temporarily or permanently impacted by natural disasters, including wildfires and earthquakes. Following the expiration of the current agreement terms, the owners of the data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruptions in connection with doing so.

The information we source from third parties for inclusion in our knowledge databases may not be accurate and complete, our trade experts may make errors in interpreting legal and other requirements when processing this information and our trade content may not be updated on a timely basis, which can expose our customers to fines and other substantial claims and penalties.

Our customers often use our solutions as a system of record and many of our customers are subject to regulation of their products, services and activities. Our knowledge library includes trade content sourced from government agencies and transportation carriers in numerous countries. It is often sourced from text documents and includes import and export regulations, shipping documents, preferential duties and taxes, specifications for free trade agreements, transportation rates, sailing schedules, embargoed country and restricted party lists and harmonized tariff codes. The information in these text documents may not be timely, accurate or complete. Our team of trade experts transforms these documents into a normalized and propriety knowledgebase which is interpretable by software. Our trade experts have to interpret the legal and other requirements contained in the source documents, and we can provide no assurances that our trade experts do not make errors in the interpretation of these requirements. Furthermore, rules and regulations and other trade content used in our solutions change constantly, and we must continuously update our knowledge library. Maintaining a complete and accurate knowledge library is time-consuming and costly, and we can provide no assurances that our specialists will always make appropriate updates to the library on a timely basis. Errors or defects in updating the trade content we provide to our customers and any defects or errors in, or failure of, our software, hardware or systems, can result in an inability to process transactions in a timely manner or lead to violations that could expose our customers to fines and other substantial claims and penalties and involve criminal liability. In addition, these errors and delays could damage our reputation with both existing and new customers and result in lost customers and decreased revenue, which could materially and adversely affect our business, revenue and results of operations.

Any of these problems may enable our customers to terminate their agreements with us, require us to issue credits or refunds and, in addition, subject us to product liability, breach of warranty or other contractual claims. We also may be required to indemnify our customers or third parties as a result of any of these problems. Any provisions in our customer agreements intended to limit liability may not be sufficient to protect us against

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any such claims. Insurance may not be available on acceptable terms, or at all. In addition, any insurance we do have may not cover claims related to specific defects, errors, failures or delays; may not cover indirect or consequential damages; and may be inadequate. Defending a suit, regardless of its merit, could be costly and divert management’s attention. In general, losses from customers terminating their agreements with us and our cost of defending claims resulting from defects, errors, failures or delays might be substantial and could have a material adverse effect on our business, financial position, results of operations and cash flows.

Interruptions or performance problems associated with our internal infrastructure, and its reliance on technologies from third parties, may adversely affect our ability to manage our business and meet reporting obligations.

Currently, we use NetSuite to manage our financial processes and other third-party vendors to manage sales, online marketing and web services. We believe the availability of these services is essential to the management of our high-volume, transaction-oriented business model. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time-consuming and costly to qualify and implement these relationships. Therefore, if one or more of our providers suffer an interruption in their business; experience delays, disruptions or quality-control problems in their operations; or we have to change or add additional systems and services, our ability to manage our business and produce timely and accurate financial statements would suffer.

We leverage third-party software and data for use with our solution. Performance issues, errors and defects or failure to successfully integrate or license necessary third-party software could cause delays, errors or failures of our solution, increases in our expenses and reductions in our sales, which could materially and adversely affect our business and results of operations.

We use software and data licensed from a variety of third parties in connection with the operation of our products. Any performance issues, errors, bugs or defects in third-party software or data could result in errors or a failure of our products, which could adversely affect our business and results of operations. In the future, we might need to license other software or data to enhance our solution and meet evolving customer demands and requirements. Any limitations in our ability to use third-party software or data could significantly increase our expenses and otherwise result in delays, a reduction in functionality or errors or failures of our solution until equivalent technology or content is either developed by us or, if available, identified, obtained through purchase or license, and integrated into our solution. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology and our inability to generate revenues from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and materially and adversely affect our business and results of operations.

Risks Related to Acquisitions

Acquisitions present many risks that could have a material adverse effect on our business and results of operations.

To expand our business, we have made numerous acquisitions and expect to continue making similar acquisitions and possibly larger acquisitions as part of our growth strategy. The success of our growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Acquisitions are inherently risky, and any acquisitions we complete may not be successful.

Additionally, acquisitions made entirely or partially for cash will reduce our cash reserves or require us to incur additional debt. We may seek to obtain additional cash to fund an acquisition by selling equity or debt

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securities. We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will experience ownership dilution.

Our past acquisitions and any future mergers and acquisitions involve numerous risks, including, but not limited to, the following:

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions. For a discussion of the risks related to the BluJay Acquisition, see “—Risks Related the BluJay Acquisition”.

Risks Related to our Indebtedness

Our substantial level of indebtedness and significant leverage may materially adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

We have a substantial amount of indebtedness and are significantly leveraged. As of February 28, 2021, we had outstanding indebtedness in the principal amount of $525.7 million. In addition, we have an

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additional $75.0 million available for borrowing under our senior secured revolving credit facility. Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay the principal, interest or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, may have a material adverse impact on us and our business. For example, it could:

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

All of the borrowings under the senior secured credit facilities bear interest at variable rates. As a result, an increase in interest rates, whether due to an increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our debt even though the amount borrowed remained the same resulting in our net income and cash flows, including cash available for servicing our indebtedness, to decrease correspondingly. The impact of such an increase would be more significant than it would be for some other companies because of our substantial debt. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Our debt agreements contains restrictions that limit our flexibility in operating our business.

The senior secured credit facilities contain various covenants that limit our ability to engage in specified types of transactions, including, among other things:

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In addition, under the senior secured credit facilities, we are required to satisfy specified financial ratios, including a first-lien secured debt leverage ratio. Our ability to meet those financial ratios can be affected by events beyond our control, and we may not be able to meet those ratios and tests.

A breach of the covenants under our credit agreement could result in an event of default under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt. In addition, an event of default under the credit agreement would permit the lenders to terminate all commitments to extend further credit under that agreement. Furthermore, if we were unable to repay the amounts due and payable under the credit agreement, those lenders could proceed against the collateral granted to them to secure such indebtedness. A significant portion of our indebtedness could become immediately due and payable. We cannot be certain whether we would have, or would be able to obtain, sufficient funds to make these accelerated payments. If any such indebtedness is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our credit facilities restrict E2open Holdings’ and our restricted subsidiaries’ ability to dispose of assets and use the proceeds from the disposition. We may not be able to complete those dispositions or obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the

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basis of the rating, such as adverse changes in our performance under assorted financial metrics and other measures of financial strength, our business and financial risk, our industry or other factors determined by such rating agency, so warrant. There can be no assurances that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics and factors caused by our operating results or by actions that we take, that reduce our profitability, or that require us to incur additional indebtedness for items such as substantial acquisitions, significant increases in costs and capital spending in security and IT systems, significant costs related to settlements of litigation or regulatory requirements or by returning excess cash to stockholders through dividends. Consequently, real or anticipated changes in our credit rating will generally affect the market value of our indebtedness. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of our indebtedness. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing and may reduce our profitability.

Risks Related to the Business Combination

Our management team has limited experience managing a public company.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations and financial condition.

We incur increased costs and obligations as a result of being a public company.

As a result of the Business Combination, we are required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the Jobs Act and the rules and regulations of the SEC and national securities exchanges have increased the costs and the time that the board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management’s time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair our ability to produce timely and accurate financial statements or comply with applicable regulations which could have a material adverse effect on our business.

As a public company, we have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and

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to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system of internal controls and integration across business systems. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our operating results.

Pursuant to Section 404, we are required to furnish a report by our management on the effectiveness of our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

In addition to our results determined in accordance with U.S. GAAP, we believe certain non-GAAP measures may be useful in evaluating our operating performance. We present certain non-GAAP financial measures and intend to continue to present certain non-GAAP financial measures in future filings with the SEC and other public statements. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A Common Stock.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our Class A Common Stock.

In our Annual Report on Form 10-K, we reached a determination to restate certain previously issued financial statements of CCNB1 to correct the accounting treatment for the Company’s warrants.

In our Annual Report on Form 10-K, we reached a determination to restate certain previously issued financial statements of CCNB1 and related disclosures for the periods disclosed in order to correct the accounting treatment for the Company’s warrants following the publication of the SEC’s Staff Statement on April 12, 2021. In addition, management has concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2020 and that the Company’s internal control over financial reporting was not effective as of December 31, 2020 solely as a result of a material weakness in controls related to the accounting for the Company’s warrants and the Forward Purchase Agreement. As a result, we have incurred unanticipated costs for accounting and legal fees in connection with or related to the restatement, and may become subject to additional risks and uncertainties related to the restatement, such as a negative impact on investor confidence in the accuracy of our financial disclosures (or in SPACs or former SPAC companies in general), and may raise reputational risks for our business.

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We qualify as an emerging growth company within the meaning of the Securities Act, and given we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and have taken advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (1) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (2) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the market value of the shares of our common stock that are held by non-affiliates exceeds $700 million as of August 31 of that fiscal year, (2) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (3) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (4) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock.

We cannot predict if investors will find our shares of Class A Common Stock less attractive because we may rely on these exemptions. If some investors find our shares of Class A Common Stock less attractive as a result, there may be a less of an active trading market for our common shares and our share price may be more volatile.

The reverse merger with CCNB1 increases the potential for shareholder litigation.

We went public via the Business Combination with CCNB1, a special purpose acquisition company (SPAC). The popularity of going public via a reverse merger with a SPAC has resulted in a corresponding increase in the number of shareholder lawsuits and increased activity at the SEC relating to SPACs. In recent days, the SEC has opened an inquiry seeking information on how underwriters are managing the risks involved in SPACs, and the SEC’s Division of Corporation Finance and acting chief accountant have issued two separate public statements on certain accounting, financial reporting and governance issues that should be considered in connection with SPAC-related mergers. This increase in activity by SEC Staff comes on the heels of nearly two dozen federal securities class action filings, several SEC investor alerts and earlier guidance from the Division of Corporation Finance. The surge in litigation and regulatory interest is likely to continue and expand throughout 2021 and beyond.

With the increase in the use of SPACs comes an increase in SPAC shareholder lawsuits filed after announcements of mergers between SPACs and their target companies. According to data compiled by Stanford University, shareholders have filed 21 securities class actions lawsuits involving SPACs since 2019, with eight of these filings occurring in 2021. Any claim against us, regardless of its merit, could be costly, divert management’s attention and operational resources and harm our reputation. As litigation is inherently unpredictable, we cannot assure you that any potential claims or disputes will not have a material adverse effect on our business, results of operations and financial condition. Any claims or litigation, even if fully indemnified or insured, could make it more difficult to compete effectively or to obtain adequate insurance in the future.

Certain of our stockholders that are parties to the Investor Rights Agreement do, and that will be parties to the Amended and Restated Investor Rights Agreement will, beneficially own a significant equity interest in us and their interests may conflict with us or your interests.

Our stockholders that are party to the Investor Rights Agreement (the “IRA Parties”) collectively control approximately 49.10% of our voting equity, and following the BluJay Closing, our stockholders that will

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be parties to the Amended and Restated Investor Rights Agreement to be entered into in connection with the BluJay Acquisition are expected to collectively control approximately 54.85% of our voting equity after giving pro forma effect to the BluJay Acquisition. As a result, such stockholders have significant influence over our decisions to enter into any corporate transaction. In addition, affiliates of the IRA Parties are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. The IRA Parties and their respective affiliates may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Furthermore, our certificate of incorporation provides that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the private placement investors or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) that are not expressly offered to them in their capacities as our directors or officers. The certificate of incorporation also provides that certain parties or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

We are a holding company and our only material asset is our interest in E2open Holdings, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

We are a holding company with no material assets other than our ownership of the Common Units and RCUs and our managing member interest in E2open Holdings. As a result, we have no independent means of generating revenue or cash flow. Our ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends will depend on the financial results and cash flows of E2open Holdings and the distributions we receive. Deterioration in the financial condition, earnings or cash flow of E2open Holdings for any reason could limit or impair E2open Holdings’ ability to pay such distributions. Additionally, to the extent that we need funds and E2open Holdings is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or E2open Holdings is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

E2open Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Common Units. Accordingly, we are required to pay income taxes on our allocable share of any net taxable income of E2open Holdings. Under the terms of the Third Company Agreement, E2open Holdings is obligated to make tax distributions to holders of Common Units (including us) calculated at certain assumed tax rates. In addition to income taxes, we incur expenses related to our operations, including payment obligations under the Tax Receivable Agreement, which could be significant, of which some will be reimbursed by E2open Holdings (excluding payment obligations under the Tax Receivable Agreement). We intend to cause E2open Holdings to make ordinary distributions on a pro rata basis and tax distributions (which, in certain circumstances, may be made on a non-pro rata basis to holders of Common Units in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by us. However, as discussed below, E2open Holdings’ ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy E2open’s obligations and restrictions on distributions that would violate any applicable restrictions contained in E2open Holdings’ debt agreements, or any applicable law, or that would have the effect of rendering E2open Holdings insolvent. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement, and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

We anticipate that the distributions received from E2open Holdings may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. Our board of

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directors, in its sole discretion, may make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to pay dividends on our Class A Common Stock. We have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

Dividends on our common stock, if any, will be paid at the discretion of our board of directors, which will consider, among other things, our available cash, available borrowings and other funds legally available therefor, considering the retention of any amounts necessary to satisfy our obligations that will not be reimbursed by E2open Holdings, including taxes and amounts payable under the Tax Receivable Agreement and any restrictions in the applicable bank financing agreements. Financing arrangements may include restrictive covenants that restrict our ability to pay dividends or make other distributions to our stockholders. In addition, E2open Holdings is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of E2open Holdings (with certain exceptions) exceed the fair value of its assets. E2open Holdings’ subsidiaries are generally subject to similar legal limitations on their ability to make distributions to E2open Holdings. If E2open does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired.

Pursuant to the Tax Receivable Agreement, we are required to pay certain sellers 85% of the tax savings that we realize as a result of increases in tax basis in E2open Holdings. These payments may be substantial, as well as exceed actual tax benefits. The timing of these payments may also be accelerated.

As a result of our “Up-C” structure, holders of Common Units of E2open Holdings may in the future exchange their Common Units for shares of our Class A Common Stock (or cash) pursuant to the Third Company Agreement. These sales, purchases, redemptions and exchanges are expected to result in increases in our allocable share of the tax basis of the tangible and intangible assets of E2open Holdings, which may increase (for income tax purposes) depreciation and amortization deductions to which we are entitled. In addition, as a result of certain mergers within the transaction, we inherited certain pre-existing tax attributes.

The Tax Receivable Agreement, which generally provides for the payment by us of 85% of certain tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis and certain pre-existing tax attributes of the certain sellers and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are our obligations and not E2open Holdings. The actual increase in our allocable share of E2open Holdings’ tax basis in their assets, the availability of pre-existing tax attributes of certain sellers, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of our income. While many of the factors that will determine the amount of payments that we will make under the Tax Receivable Agreement are outside of our control, we expect that the payments we will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on our financial condition. Any payments we make under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement, and therefore accelerate payments due under the Tax Receivable Agreement as further described below. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on our tax reporting positions, and the IRS or another taxing authority may challenge all or any part of the tax basis increases, the amount or availability

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of pre-existing tax attributes of certain sellers and other tax positions that we take, and a court may sustain such a challenge. In the event that any tax benefits we initially claimed are disallowed as a result of such a challenge, the Sellers and the exchanging holders will not be required to reimburse us for any excess payments that may have been previously made under the Tax Receivable Agreement. Rather, excess payments made to such holders will be netted against any future cash payments we are required to make, if any, after the determination of such excess. A challenge to any tax benefits claimed by us may not arise for a number of years following the time payments begin to be made in respect of such benefits or, even if challenged soon thereafter, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be sufficient future cash payments against which to net such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.

Moreover, the Tax Receivable Agreement provides that, in the event that we exercise our early termination rights, fail to make timely payment or materially breach the Tax Receivable Agreement or if there is a change of control, our obligations under the Tax Receivable Agreement will accelerate and we will be required to make a lump-sum cash payment to the sellers and/or other applicable parties equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement. The lump-sum payment could be substantial and could exceed the actual tax benefits that we realize subsequent to such payment, which may cause a material negative effect on our liquidity.

Furthermore, our obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Risks Related to Legal and Regulatory

We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.

We may be unsuccessful in adequately protecting our intellectual property. No assurance can be given that confidentiality, non-disclosure or invention assignment agreements with employees, consultants or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.

We may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by our clients or third parties. Litigation has been and may be necessary in the future to enforce our intellectual property rights.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

Some of our products incorporate open source software, and we intend to continue to use open source software in the future. Some open source licenses are unclear and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our solutions. Such a situation could result in infringement claims and the need to reengineer our solutions, both of which could be costly depending on the specific circumstances. In addition to license risk, use of open source software may increase security vulnerabilities or infringing or broken code if not properly supported and managed.

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We may in the future be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

As a supplier of supply chain solutions, we rely on and use software and data that we create as well as those from third-party sources. Often, our clients are processing data through our solutions that we do not review. While we generally attempt to protect against such risks with contractual obligations and indemnities, despite our efforts, we may receive claims that we have infringed a third party’s intellectual property rights or breached a contract.

As a result of claims against us regarding suspected infringement, our technologies may be subject to injunction, we may be required to pay damages or we may have to seek a license to continue certain practices (which may not be available on reasonable terms, if at all), all of which may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver our products and services and/or certain features, integrations and capabilities of our platform. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter our products or services, potentially negatively affecting our business. Further, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, so any alleged infringement by us resulting in claims against such customers would increase our liability. Additionally, our exposure to risks associated with various claims, including the use of intellectual property, may be increased as a result of acquisitions of other companies.

We are subject to sanctions, anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to requirements under the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), anti-corruption, anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010 and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies, their employees and agents from promising, authorizing, making, offering or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business, or otherwise obtaining favorable treatment. As we increase our international sales and business, our risks under these laws may increase. In addition, we may use third parties to sell access to our platform and conduct business on our behalf abroad. We can be held liable for the corrupt or other illegal activities of such future third-party intermediaries, and our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. Any violation of economic and trade sanction laws, export and import laws, the FCPA or other applicable anti-corruption laws or anti-money laundering laws could also result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges or our license issued by OFAC, severe criminal or civil sanctions, and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, results of operations and prospects.

Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our paying customers could increase the costs of our products and services and harm our business.

We are subject to income taxes in the United States and various jurisdictions outside of the United States. Significant judgment is often required in the determination of our worldwide provision for income taxes. Any changes, ambiguity or uncertainty in taxing jurisdictions’ administrative interpretations, decisions, policies and positions could materially impact our income tax liabilities. We may also be subject to additional tax liabilities and penalties due to changes in non-income based taxes resulting from changes in federal, state or international tax laws; changes in taxing jurisdictions’ administrative interpretations, decisions, policies and positions; results of tax examinations, settlements or judicial decisions; changes in accounting principles;

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changes to the business operations, including acquisitions; and the evaluation of new information that results in a change to a tax position taken in a prior period. Any resulting increase in our tax obligation or cash taxes paid could adversely affect our cash flows and financial results. Additionally, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Those enactments could harm our domestic and international business operations, our business, results of operations and financial condition.

Further, tax regulations could be interpreted, changed, modified or applied adversely to us. These events could require us or our paying customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our paying customers to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future paying customers may elect not to purchase our products and services.

As a multinational organization, we may be subject to taxation in various jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. Countries, trading regions and local taxing jurisdictions have differing rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. We collect and remit U.S. sales and value-added tax (VAT) in several jurisdictions. However, it is possible that we could face sales tax or VAT audits and that our liability for these taxes could exceed our estimates as tax authorities could still assert that we are obligated to collect additional tax amounts from our paying customers and remit those taxes to those authorities. We could also be subject to audits in states and international jurisdictions for which we have not accrued tax liabilities. Further, one or more state or foreign authorities could seek to impose additional sales, use or other tax collection and record-keeping obligations on us or may determine that such taxes should have, but have not been, paid by us. Liability for past taxes may also include substantial interest and penalty charges. Any successful action by state, foreign or other authorities to compel us to collect and remit sales tax, use tax or other taxes, either retroactively, prospectively or both, could harm our business, results of operations and financial condition.

As our business continues to grow and if we become more profitable, we anticipate that our income tax obligations could significantly increase. If our existing tax credits and net operating loss carryforwards become fully utilized, we may be unable to offset or otherwise mitigate our tax obligations to the same extent as in prior years. This could have a material impact to our future cash flows or operating results.

Our ability to use our net operating loss carryforwards may be subject to limitation.

Under Section 382 of the Internal Revenue Code of 1986, as amended, our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Business Combination resulted in an ownership change with respect to our corporate subsidiaries, which may limit our ability to utilize pre-existing tax attributes of such corporate subsidiaries. In addition, future issuances of our common stock could cause an “ownership change.” It is possible that any such ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability.

Risks Related to Ownership of Our Securities

A significant portion of our Class A Common Stock is restricted from immediate resale, but it may be sold into the market in the future. This could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.

The market price of shares of our Class A Common Stock could decline as a result of substantial sales of our Class A Common Stock (particularly by our significant stockholders), a large number of shares of our

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Class A Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. Sales of a substantial number of shares of common stock in the public market could occur at any time. As of June 25, 2021, we had 195,171,415 shares of our Class A Common Stock outstanding.

In connection with the Business Combination, certain parties entered into the Investor Rights Agreement, pursuant to which such stockholders are entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights. Certain parties to the Investor Rights Agreement, as well as our directors and officers, have agreed not to sell, transfer, pledge or otherwise dispose of shares of our Class A Common Stock they hold for a six-month period. However, following the expiration of the six-month period, the sale of shares of our Class A Common Stock or the perception that such sales may occur, could cause the market price of our securities to drop significantly.

We may issue additional shares of our Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of our Class A Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our 2021 Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of our Class A Common Stock or other equity securities of equal or senior rank could have the following effects:

If analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations regarding our Class A Common Stock, then the price and trading volume of our securities could decline.

The trading market for our Class A Common Stock and public warrants will be influenced by the research and reports that industry or securities analysts may publish about us, our business and operations, our market or our competitors. Our current securities and industry analysts may elect to drop their coverage of us, and others, may never publish research on us. If no securities or industry analysts publish coverage of us, the trading price and trading volume of our securities will likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our securities will likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our trading price or trading volume of our securities to decline.

We may amend the terms of the warrants in a manner that may be adverse to holders of the public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but an amendment requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of the public warrants.

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Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a warrant.

Our warrants may have an adverse effect on the market price of our Class A Common Stock.

We issued warrants to purchase 13,800,000 of our Class A ordinary shares as part of the units offered in the IPO (of which 13,799,972 are currently outstanding) and, simultaneously with the closing of the IPO, we issued in a private placement an aggregate of 10,280,000, each exercisable to purchase one Class A ordinary share at $11.50 per share, each of which entitled the holder to purchase shares of Class A Common Stock upon the Domestication. We also issued 5,000,000 Forward Purchase Warrants pursuant to the Forward Purchase Agreement. The Forward Purchase Warrants, when exercised, will increase the number of issued and outstanding shares of Class A Common Stock and reduce the value of the Class A Common Stock.

General Risks

Changes in existing financial accounting standards or practices may harm our results of operations.

We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and interpretations that are relevant to us. Changes in existing accounting rules or practices, new accounting pronouncements or varying interpretations of current accounting pronouncements could negatively impact our results of operations. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and affect the reporting of transactions completed before the announcement of a change.

Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses.

We are subject to numerous obligations in our contracts with organizations using our products and services, as well as vendors and other companies with which we do business. We may breach these commitments, whether through a weakness in our procedures, systems and internal controls; negligence; or through the willful act of an employee or contractor. Our insurance policies, including our errors and omissions insurance, may be inadequate to compensate us for the potentially significant losses that may result from claims arising from breaches of our contracts, as well as disruptions in our services, failures or disruptions to our infrastructure, catastrophic events and disasters, or otherwise.

In addition, our insurance may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention. Further, such insurance may not be available to us in the future on economically reasonable terms, or at all.

We may be subject to litigation for any of a variety of claims, which could adversely affect our business, results of operations and financial condition.

In the ordinary course of business, we may be involved in and subject to litigation for a variety of claims or disputes and receive regulatory inquiries. These claims, lawsuits and proceedings could include labor

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and employment, wage and hour, commercial, data privacy, antitrust, alleged securities law violations or other investor claims and other matters. The number and significance of these potential claims and disputes may increase as our business expands. Any claim against us, regardless of its merit, could be costly, divert management’s attention and operational resources and harm our reputation. As litigation is inherently unpredictable, we cannot assure you that any potential claims or disputes will not have a material adverse effect on our business, results of operations and financial condition. Any claims or litigation, even if fully indemnified or insured, could make it more difficult to compete effectively or to obtain adequate insurance in the future.

In addition, we may be required to spend significant resources to monitor and protect our contractual, property and other rights, including collection of payments and fees. Litigation has been and may be necessary in the future to enforce such rights. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of our rights. Furthermore, our efforts to enforce our rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of such rights. Our inability to protect our rights as well as any costly litigation or diversion of our management’s attention and resources, could have an adverse effect on our business, results of operations and financial condition or injure our reputation.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. The adoption of any laws or regulations that could reduce the growth, popularity or use of the internet, including laws or practices limiting internet neutrality, could decrease the demand for, or the usage of, our products and services, increase our cost of doing business and harm our results of operations. Changes in these laws or regulations could require us to modify our platform, or certain aspects of our platform, in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based products such as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. Further, our platform depends on the quality of our users’ access to the internet.

On June 11, 2018, the repeal of the Federal Communications Commission’s (FCC), “net neutrality” rules took effect and returned to a “light-touch” regulatory framework. The prior rules were designed to ensure that all online content is treated the same by internet service providers and other companies that provide broadband services. Additionally, on September 30, 2018, California enacted the California Internet Consumer Protection and Net Neutrality Act of 2018, making California the fourth state to enact a state-level net neutrality law since the FCC repealed its nationwide regulations, mandating that all broadband services in California must be provided in accordance with state net neutrality requirements. The U.S. Department of Justice has sued to block the law going into effect, and California has agreed to delay enforcement until the resolution of the FCC’s repeal of the federal rules. A number of other states are considering legislation or executive actions that would regulate the conduct of broadband providers. We cannot predict whether the FCC order or state initiatives will be modified, overturned or vacated by legal action of the court, federal legislation or the FCC. With the repeal of net neutrality rules in effect, we could incur greater operating expenses, which could harm our results of operations. As the internet continues to experience growth in the number of users, frequency of use and amount of data transmitted, the internet infrastructure that we and our users rely on may be unable to support the demands placed upon it. The failure of the internet infrastructure that we or our users rely on, even for a short period of time, could undermine our operations and harm our results of operations.

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Internet access is frequently provided by companies that have significant market power that could take actions that degrade, disrupt or increase the cost of user access to our platform, which would negatively impact our business. The performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our platform could decline.

We could incur greater operating expenses and our user acquisition and retention could be negatively impacted if network operators:

In addition, national-level “fire walls” can disrupt existing usage of our applications as well as prevent expansion into certain geographies.

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DESCRIPTION OF THE TRANSACTION

E2open is asking its stockholders to approve the issuance of 72,383,299 shares of Class A common stock to the BluJay Sellers in the Transaction and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing and the Incremental Shares, if any, in accordance with the Incremental Financing, which collectively will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the consummation of the Transaction and the Pre-Closing Financing, pursuant to NYSE Listing Rule 312.03. Stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the Purchase Agreement, which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. Please see the subsection entitled “— The Purchase Agreement,” below, for additional information and a summary of certain terms of the Purchase Agreement. You are urged to read the Purchase Agreement in its entirety before voting on the Share Issuance Proposal.

We may complete the Transaction only if the Share Issuance Proposal is approved by the affirmative vote of a majority of the votes cast by the E2open stockholders present in person or represented by proxy at the special meeting. If the Share Issuance Proposal fails to receive the foregoing stockholder approval, the Transaction will not be completed.

The Purchase Agreement

This section describes the material provisions of the Purchase Agreement, but does not purport to describe all of the terms of the Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of the Purchase Agreement and the Related Agreements (defined herein). E2open’s stockholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Transaction. Unless otherwise defined in this proxy statement, the capitalized terms used in this section “ — The Purchase Agreement” are defined in the Purchase Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference.

The Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Purchase Agreement or other specific dates, including, in some cases, as of the Closing. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Purchase Agreement.

Structure of the Transaction

Pursuant to the Purchase Agreement, E2open or an Affiliate of E2open (the “Purchaser”) will purchase, and each of the BluJay Sellers will sell, title to the Shares (as defined below) of BluJay owned by such BluJay Seller at the Closing. Following the Closing, the Purchaser will own all of the outstanding Shares of BluJay and BluJay and its subsidiaries will be direct or indirect subsidiaries of E2open. The BluJay Acquisition will be effected through a UK-style “locked box” deal pursuant to which the purchase price is fixed upfront by reference to the balance sheet position of BluJay as at December 31, 2020 (the “Locked Box Date”), without any post-Closing purchase price adjustment; provided, that, there are customary protections for E2open in respect of “Leakage” in accordance with the terms of the Purchase Agreement.

Consideration to be Received in the Transaction

Subject to the terms and conditions of the Purchase Agreement, the consideration payable or issuable to the BluJay Sellers upon the Closing is set forth below.

Preference Share Consideration

The aggregate purchase price for the sale of the 38,355,558 A preference shares of GBP 1.00 each in BluJay’s capital (the “Preference Shares”) will be the aggregate amount payable pursuant to BluJay’s articles of

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association (as amended or restated from time to time) to redeem and repay the amounts as credited as paid up on the Preference Shares together with all accrued dividends in respect of the Preference Shares up to and including the Closing Date (converted from GBP to USD at the Exchange Rate one (1) Business Day prior to the delivery of the Consideration Allocation Schedule (as defined below)) (the “Preference Share Consideration”). The “Exchange Rate” means, with respect to a particular currency for a particular day, the closing mid-point spot rate of exchange for that currency into sterling on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by HSBC Bank plc as at the close of business in London as at such date.

The Preference Share Consideration will be payable in cash upon the Closing.

Ordinary Share Consideration

The aggregate purchase price payable in respect of (a) the 60,093,051 A ordinary shares of GBP 0.01 each in BluJay’s capital, (b) the 1,334,983 B ordinary shares of GBP 0.001 each in BluJay’s capital and (c) the 6,949,750 C ordinary shares of GBP 0.001 each in BluJay’s capital (the shares described in clause (a), (b) and (c), collectively, the “Ordinary Shares” and, together with the Preference Shares, the “Shares”) will be the sum of:

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“Leakage” means any of the following, other than certain specified Permitted Leakage (as defined below):

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“Permitted Leakage” means any of the following:

The Ordinary Share Consideration will be satisfied by the issuance of 72,383,299 shares of Class A common stock (the “Consideration Shares”) and payment in cash of an amount equal to the Ordinary Share Consideration minus $730,854,170, which the parties agreed was the fixed value of the Consideration Shares (the “Ordinary Share Cash Consideration”).

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Consideration Allocation Schedule

Not less than five Business Days prior to the anticipated Closing Date or such other time as the Purchaser, Francisco Partners and Temasek may agree in writing, Francisco Partners and Temasek will provide the Purchaser with a schedule (the “Consideration Allocation Schedule”) setting out the various amounts included in the calculations of the Ordinary Share Consideration, the aggregate Preference Share Consideration, the aggregate Ordinary Share Consideration, and the allocation of the Preference Share Consideration, the Ordinary Share Cash Consideration, the Consideration Shares, and the Ticking Fee among the BluJay Sellers.

Representations and Warranties

The Purchase Agreement contains representations and warranties of E2open and the BluJay Sellers, certain of which may be further modified and limited by schedules to the Purchase Agreement.

Under the Purchase Agreement, each of the BluJay Sellers made customary representations and warranties for a UK-style transaction of this type, including those relating to: (if not an individual) organization, standing and due registration; power and authority; execution, delivery, and enforceability of the Purchase Agreement and the other Transaction Documents; no conflict and consents; ownership of the Shares; and affiliate agreements.

Under the Purchase Agreement, E2open made customary representations and warranties for a UK-style transaction of this type, including those relating to: organization and standing; power and authority; execution, delivery and enforceability of the Purchase Agreement and the other Transaction Documents; no conflict and consents; capitalization; due authorization and valid issuance of the Consideration Shares; Purchaser’s financing arrangements; Company Board approval of the Transaction and recommendation to the E2open stockholders; SEC documents and financial statements; and listing and registration of the Class A common stock.

Closing and Effective Time of the Transaction

The Closing will take place by conference call and by exchange of signature pages by email or other electronic transmission at 9:00 a.m., Eastern Time (or such other place and time agreed in writing by Francisco Partners, Temasek and the Purchaser), on (a) the fifth Business Day following notification of the satisfaction or waiver of the final outstanding condition out of the conditions described below under the section entitled “— Closing Conditions” or (b) such other date agreed in writing by Francisco Partners, Temasek and the Purchaser.

Survival

Under the Purchase Agreement, the parties to the agreement made customary representations and warranties regarding themselves, covenants and undertakings for transactions of this type. Claims by the Purchaser against the BluJay Sellers in respect of any breach of the BluJay Sellers’ confidentiality obligations survive for a period of three years following Closing, and all other claims by the Purchaser against the BluJay Sellers survive for a period of two years following the Closing. If legal proceedings in respect of any claim for which notice has been timely given are not initiated within six months after notice is given in respect of such claim, then the claim will be deemed irrevocably withdrawn. The aggregate liability of each BluJay Seller under the Purchase Agreement is limited to the value of the consideration payable to such BluJay Seller.

Other than the Purchaser’s representations and warranties regarding organization and standing; power and authority; execution, delivery and enforceability of the Purchase Agreement and the other Transaction Documents; no conflict and consents; capitalization; due authorization and valid issuance of the Consideration Shares and Company Board approval of the Transaction and recommendation to the E2open stockholders, representations and warranties of the Purchaser, and covenants of the Purchaser that by their terms are to be performed prior to the Closing, will not survive the Closing. The Purchaser’s representations and warranties regarding organization and standing; power and authority; execution, delivery and enforceability of the Purchase Agreement and the other Transaction Documents; no conflict and consents; capitalization; due authorization and

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valid issuance of the Consideration Shares and Company Board approval of the Transaction and recommendation to the E2open stockholders will survive for a period of six months following the Closing.

None of the provisions in the Purchase Agreement is to be deemed a limitation or waiver by any party to the Purchase Agreement of any right or remedy which such party may have in the case of fraud by another party.

Covenants of the Parties

Covenants of E2open

E2open made certain covenants in the Purchase Agreement, including, among others, to not take any of the following actions between entry into the Purchase Agreement and the Closing:

In addition, E2open made certain customary covenants and agreements in the Purchase Agreement for a transaction of this type, including, among others, the following:

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Covenants of BluJay Sellers

The BluJay Sellers made certain covenants in the Purchase Agreement, including, among others, to procure that none of the Group Companies take any of the following actions between entry into the Purchase Agreement and the Closing:

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BluJay made certain customary covenants and agreements in the Purchase Agreement, including, among others, the following:

In addition, the BluJay Sellers made certain customary covenants and agreements in the Purchase Agreement, including, among others, the following:

Mutual Covenants

Each party made certain mutual covenants under the Purchase Agreement, including, among others, the following:

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Closing Conditions

The respective obligations of each party to the Purchase Agreement to effect the Transaction and the other transactions contemplated by the Purchase Agreement are subject to the satisfaction or written waiver, at or prior to the Closing of the following conditions:

The foregoing conditions (collectively, the “Conditions”) are not capable of being waived other than the Stockholder Listing Condition, which may be waived by Francisco Partners and Temasek. There is no condition to Closing related to no material adverse effect on the business of BluJay and its subsidiaries or the accuracies of any party’s representation or warranties.

The NZ OIO Condition was satisfied on July 5, 2021. The Antitrust Condition was satisfied as of the expiration of the applicable waiting period at 11:59 p.m. Eastern Time on July 12, 2021.

Termination

If the Conditions are not satisfied by the Longstop Date, the Purchaser or, acting jointly, Francisco Partners and Temasek may, in their sole discretion, terminate the Purchase Agreement with immediate effect. “Longstop Date” means (a) 5.00 p.m. Eastern Time on November 27, 2021; or (b) unless otherwise agreed in writing between Francisco Partners and Temasek, on the one hand, and the Purchaser, on the other hand, if either the Antitrust Condition has not been satisfied or waived or the Injunction Condition has not been satisfied or waived (but only as a result of a binding judgment, order, decree, award, ruling or decision from any court, tribunal or commission under the Antitrust Laws), in each case, as at 5.00 p.m. Eastern Time on November 27, 2021 (provided, except for the NSI Condition, all other Conditions have been satisfied or waived (or, in the case of Conditions that by their nature are to be satisfied at the Closing, shall be capable of being satisfied on such date)), then February 27, 2022.

Prior to the Longstop Date, if the Share Issuance Proposal has been submitted to the E2open stockholders for approval at the special meeting (as it may be adjourned or postponed) at which a vote was held to obtain approval of the Share Issuance Proposal and such approval has not been obtained at such meeting (including any adjournment or postponement thereof), then the Purchaser or, acting jointly, Francisco Partners and Temasek may, in their sole discretion, terminate the Purchase Agreement with immediate effect.

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E2open has agreed that, if the Purchase Agreement is terminated in the below circumstances, E2open will pay the BluJay Sellers a fee as follows (each, a “Break Fee”):

the Purchaser will be required to pay to the BluJay Sellers a fee in the amount of $60,000,000 (inclusive of any VAT thereon); or

Only one Break Fee may be paid and in no event shall a Break Fee be paid on more than one occasion.

The Antitrust Condition was satisfied as of the expiration of the applicable waiting period at 11:59 p.m. Eastern Time on July 12, 2021.

Expenses

The fees and expenses incurred in connection with the Purchase Agreement and other Transaction Documents and the Transaction, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses, other than as expressly set forth in the Purchase Agreement.

Governing Law

The Purchase Agreement is governed by and construed in accordance with the laws of laws of England and Wales, provided that any determination of the Company Board’s fiduciary duties will be governed by Delaware law.

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Amendments

The Purchase Agreement may be amended or modified only by a written agreement executed and delivered by each of E2open, Francisco Partners, Temasek and Francisco Partners in its capacity as the Non-Institutional Sellers’ Representative.

Certain Agreements Related to the Transaction

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Purchase Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. E2open’s stockholders and other interested parties are urged to read such Related Agreements in their entirety.

The Management Warranty Deed contains representations and warranties that certain members of BluJay management named in the Management Warranty Deed (the “Warrantors”) made to the Purchaser as of the date of the Management Warranty Deed or other specific dates. The assertions embodied in those representations and warranties were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Management Warranty Deed. The representations and warranties in the Management Warranty Deed are also modified in important part by the disclosure letter attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure letter was used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letter contains information that is material to an investment decision.

Management Warranty Deed

Concurrently with the execution and delivery of the Purchase Agreement, the Warrantors and E2open entered into the Management Warranty Deed, which contains representations and warranties of the Warrantors in respect of the BluJay entities, operations, financial condition and business.

Under the Management Warranty Deed, the Warrantors have made customary representations and warranties, including those relating to: capacity and authority; execution, delivery, and enforceability of the Management Warranty Deed and the other Transaction Documents; no conflict and consents; capitalization of BluJay and its subsidiaries; constitutional documents of BluJay and its subsidiaries; no insolvency; financial statements (including the Locked Box Accounts), internal controls and no undisclosed liabilities; absence of certain developments since the Locked Box Date; BluJay’s and its subsidiaries’ financing agreements; real estate; material assets; insurance; material contracts; compliance with laws and permits; litigation; global trade and sanctions laws; guaranties and indemnities; intellectual property; information technology; data protection; employees; pensions; employee benefits; taxes; and information supplied for purpose of this proxy statement or any announcement or public statement regarding the Transaction.

The Warrantors’ liability under the Management Warranty Deed is limited to $1.00, with E2open’s sole recourse for breach of any representation or warranty contained therein being claims under the representations and warranties insurance policy obtained by E2open upon the date of entry into the Purchase Agreement and the Management Warranty Deed.

The Management Warranty Deed is attached to this proxy statement as Annex D and is incorporated by reference as an exhibit to the registration statement of which this proxy statement forms a part.

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Tax Deed

Concurrently with the execution and delivery of the Purchase Agreement, the Warrantors and E2open entered into the Tax Deed. Pursuant to the Tax Deed, the Warrantors agree to pay to the Purchaser an amount equal to certain pre-closing tax liabilities and other tax liabilities in connection with any Group Company being treated as a part of a group for tax purposes.

The Warrantors’ liability under the Tax Deed is limited to $1.00, with E2open’s sole recourse for breach of any covenant contained therein being claims under the representations and warranties insurance policy obtained by E2open upon the date of entry into the Purchase Agreement and the Tax Deed.

The Tax Deed is attached to this proxy statement as Annex E and is incorporated by reference as an exhibit to the registration statement of which this proxy statement forms a part.

Amended and Restated Investor Rights Agreement

Concurrently with the completion of the Transaction, the Company will enter into the Amended and Restated Investor Rights Agreement with the Sponsor, NBOKS, affiliates of Insight Partners (the “Insight Equityholders”), Francisco Partners, Temasek and certain other Equityholders (as defined therein) of the Company party to the existing Investor Rights Agreement, in substantially the form attached as Annex B to this proxy statement.

Director Appointment. Under the existing Investor Rights Agreement, subject to certain step down provisions, an affiliate of Insight Partners (the “Insight Member”) has the right to nominate three directors to the Company Board (the “IVP Directors”) (two of such IVP Directors have been designated as of the date of this proxy statement) and CC Capital, on behalf of the Sponsor, has the right to nominate five directors to the Company Board (the “Sponsor Directors”) (four of such Sponsor Directors have been designated as of the date of this proxy statement). Under the Amended and Restated Investor Rights Agreement, subject to certain step down provisions, the Insight Member will continue to have the right to nominate three IVP Directors, CC Capital, on behalf of the Sponsor, will continue to have the right to nominate five Sponsor Directors, Francisco Partners will have the right to nominate one director to the Company Board (the “FP Director”) and Temasek will have the right, subject to obtaining requisite clearance from the Committee on Foreign Investment in the United States, a springing right to nominate one director to the Company Board (the “Temasek Director”). The Chief Executive Officer of the Company will also serve as a director. The directors nominated as Class I directors with terms ending at the Company’s 2021 annual meeting of stockholders include up to three Sponsor Directors. The directors nominated as Class II directors with terms ending at the Company’s 2022 annual meeting of stockholders include two IVP Directors and up to one Sponsor Director (currently with one Sponsor Director vacancy), and will include one FP Director. The directors nominated as Class III directors with terms ending at the Company’s 2023 annual meeting of stockholders include up to one IVP Director (currently with one IVP Director vacancy), one Sponsor Director and the CEO Director, and will include one Temasek Director.

Voting.    For the duration of the Standstill Period (as defined below), Sponsor, NBOKS, CC Capital, the Insight Equityholders, Francisco Partners, Temasek and the Elliott Equityholders (as defined therein) will agree to vote all of their respective shares of Class A common stock and Class V common stock, as applicable, in favor of the nominees recommended by the Company Board.

Lock-Up.    The IRA Parties will agree not to transfer any Lock-Up Shares (as defined therein), between the Closing Date and the Lock-Up Period, subject to certain customary exceptions. The “Lock-Up Period” will be, for all Equityholders other than the Sponsor, CC Capital, NBOKS, the Insight Equityholders, Francisco Partners and Temasek, the six-month period from February 4, 2021 (the date of consummation of the Business Combination) to August 4, 2021. For the Sponsor, CC Capital, NBOKS, the Insight Equityholders, Francisco Partners and Temasek, the Lock-Up Period will be the six-month period beginning on the Closing Date.

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Standstill.    The Sponsor, NBOKS, CC Capital, the Insight Equityholders, Francisco Partners, Temasek and the Elliott Equityholders will agree that until the date that is the later of (a) February 4, 2022 and (b) the date of the Company’s 2022 annual meeting of stockholders (the “Standstill Period”), they will not (i) solicit proxies to vote or seek to advise or influence any person with respect to the voting of any securities of the Company in favor of electing any person as a director who is not nominated pursuant to the Amended and Restated Investor Rights Agreement or by the Company Board or its nominating committee or in opposition of any individual nominated by the Company pursuant to the Amended and Restated Investor Rights Agreement, (ii) nominate any person as a director who is not nominated pursuant to the Amended and Restated Investor Rights Agreement or by the Company Board (or its nominating committee) (other than by making a non-public proposal or request to the Company Board or its nominating committee in a manner which would not require the Company Board or Company to make any public disclosure), (iii) take certain actions contrary to the governance structure of the Company other than in accordance with the Amended and Restated Investor Rights Agreement, (iv) subject to certain exceptions, enter into a voting trust, voting agreement or similar voting arrangement with respect to securities of the Company, (v) form, join or participate in a “group,” as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing actions or (vi) make any public disclosure inconsistent with the foregoing.

Registration Rights. The Company will be required to file, within 30 days of the Closing, a shelf registration statement on Form S-1 covering the resale of registrable securities held by Francisco Partners and Temasek (the “New Shelf”).

Under the Amended and Restated Investor Rights Agreement, each of the Sponsor (or its successors in interest, including acting through the Sponsor Representative), NBOKS, CC Capital, the Insight Equityholders, Francisco Partners, Temasek and the Elliott Equityholders (collectively, the “IRA Parties”) will be entitled to make unlimited written requests that the Company register the resale of any or all of their Class A common stock on Form S-3 and any similar short-form registration that may be available at such time as a “shelf registration” in an underwritten offering, so long as such demand is for at least $10,000,000 in shares of Class A common stock or all registrable securities held by the requesting IRA Party. Subject to certain customary exceptions, if any time after the Closing, the Company proposes to file a registration statement under the Securities Act with respect to its securities, the Company will give notice to the relevant security holders party to the Amended and Restated Investor Rights Agreement as to the proposed filing and offer such security holders an opportunity to register the sale of such number of Class A common stock as requested by such security holders in writing, subject to customary cutbacks in an underwritten offering. Any other security holders of the Company with piggyback registration rights may also participate in any such registrations, subject to customary cutbacks in an underwritten offering. The Company has customary rights to postpone any registration statements for certain events. If the registration is through an underwritten offering, certain of the Company’s securityholders will agree to lockup restrictions on the same basis as the Company’s directors and executive officers.

Under the Amended and Restated Investor Rights Agreement, the Company will agree to indemnify the security holders and each underwriter and each of their respective controlling persons against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell shares of Class A common stock, unless such liability arose from their misstatement or omission, and the security holders will agree to indemnify the Company and its officers and directors and controlling persons against all losses caused by their misstatements or omissions in those documents.

Information Access.    The Company agrees that the Board may share any information concerning the Company and its subsidiaries received by the Board with the Sponsor, NBOKS, CC Capital, the Insight Equityholders, Francisco Partners, Temasek and the Elliott Equityholders.

Transfers.    The Sponsor, NBOKS, CC Capital, the Insight Equityholders, Francisco Partners, Temasek and the Elliott Equityholders and the other parties to the Amended and Restated Investor Rights Agreement will not

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be able to transfer shares beneficially owned or otherwise held by them prior to the termination of the six-months lock-up period, subject to certain customary exceptions including:

Termination. The director appointment rights under the Amended and Restated Investor Rights Agreement will terminate as to (a) the Insight Member, when the IVP Equityholders no longer have the right to appoint a director (which occurs when the IVP Equityholders own less than the greater of 33% of the economic interests in the Company that the IVP Equityholders owned immediately after the closing of the Business Combination and 2% of the voting securities of the Company), (b) as to CC Capital (on behalf of the Sponsor), when CC Capital no longer has the right to appoint a director (which occurs when CC Capital owns less than 17% of the economic interests in the Company that it owned immediately after the closing of the Business Combination) and (c) as to each of Francisco Partners and Temasek, when Francisco Partners or Temasek, as applicable, no longer has the right to appoint a director (which, until the earlier of (x) the second anniversary of the Closing Date and (y) the second annual meeting of the Company stockholders following the Closing Date (the “Initial Period”), occurs when Francisco Partners or Temasek, as applicable, owns (A) less than 7.5% of the outstanding shares of Class A Common stock and Class V common stock and (B) less than 100% of the economic interests in the Company that it owned immediately after the Closing, and after the Initial Period, when Francisco Partners or Temasek, as applicable, owns (A) less than 7.5% of the outstanding shares of Class A Common stock and Class V common stock. The voting agreement and standstill will terminate at the end of the Standstill Period. The registration rights in the Amended and Restated Investor Rights Agreement will terminate as to each holder of shares of the Company’s common stock when such holder ceases to hold any such common stock of the Company or securities exercisable or exchangeable for such common stock.

The form of Investor Rights Agreement is attached to this proxy statement as Annex B and is incorporated by reference as an exhibit to the registration statement of which this proxy statement forms a part.

Lock-Up Agreements

In connection with the execution of the Purchase Agreement, the parties agreed that each BluJay Seller not party to the Amended and Restated Investor Rights Agreement that deliver an executed Lock-Up Agreement, substantially in the form attached to this proxy statement as Annex F prior to or upon the Closing (the “Lock-Up Parties”) would be entitled to have their Consideration Shares registered on the New Shelf. Pursuant to the Lock-Up Agreements, the Lock-Up Parties will not be able to transfer shares beneficially owned or otherwise held by them prior to the termination of the six-month lock-up period, subject to certain customary exceptions including:

The form of Lock-Up Agreement is attached to this proxy statement as Annex F and is incorporated by reference as an exhibit to the registration statement of which this proxy statement forms a part.

Subscription Agreements

E2open entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and E2open agreed to issue and sell to such investors, an aggregate of 28,909,022 shares of Class A common stock for gross proceeds of approximately $300,000,000, $2,499,999.40 and

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$26,000,008.60 of which will be funded by CC Capital and NBOKS, respectively. The Class A common stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. E2open has agreed to register the resale of the Class A common stock issued to PIPE Investors pursuant to a registration statement that must be filed within 30 days after the Closing. The Subscription Agreements also contain other customary representations, warranties, covenants and agreements of the parties thereto.

The closings under the Subscription Agreements will occur substantially concurrently with the Closing and are conditioned on such closing and on other customary closing conditions. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) the termination of the Purchase Agreement in accordance with its terms without being consummated, (ii) the mutual written agreement of the parties thereto and the Company, (iii) 30 days after the Long Stop Date if the Closing has not occurred by such date and (iv) if any of the conditions to the Closing are not satisfied or waived on or prior to the Closing (and if the failure to so satisfy such condition is capable of being cured prior to Closing, such failure will not have been cured by thirty calendar days following receipt of written notice from the party claiming such condition has not been satisfied). BluJay is a third party beneficiary of E2open’s rights to enforce each PIPE Investor’s obligation to fund pursuant to each Subscription Agreement.

The form of the Subscription Agreement is attached to this proxy statement as Annex C and is incorporated by reference as an exhibit to the registration statement of which this proxy statement forms a part.

Support Agreements

In connection with the Transaction, E2open and BluJay entered into four Support Agreements, each dated May 27, 2021 (each, a “Support Agreement”), with the following stockholders of E2open (collectively, the “Supporting Stockholders”): (a) Neuberger Berman Opportunistic Capital Solutions Master Fund LP and NBOKS Co-Investment Fund I LP; (b) CC NB Sponsor 1 Holdings LLC; (c) CC Neuberger Principal Holdings I Sponsor LLC; and (d) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P. and Insight E2open Aggregator, LLC.

Subject to the terms and conditions of the Support Agreements, each Supporting Stockholder has agreed, among other things and subject to the respective terms thereof, to vote its shares of Common Stock (a) in favor of the transactions contemplated by the Purchase Agreement, including the issuance of the Consideration Shares to the BluJay Sellers and amending the Certificate of Incorporation of E2open to increase the authorized number of shares of Class A common stock (if required in order to facilitate the issuance of the Consideration Shares), (b) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of E2open at which any of the foregoing matters are submitted for consideration and vote of the stockholders of E2open if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (c) against approval of (i) any proposal made in opposition to the Purchase Agreement or the consummation of the Transaction, (ii) any action or agreement that would to the knowledge of such Supporting Stockholder result in a breach of any covenant, representation or warranty or any other obligation or agreement of E2open contained in the Purchase Agreement, or of such Supporting Stockholder contained in its Support Agreement, and (iii) any other action that would reasonably be expected to materially impede, materially interfere with, materially delay, materially postpone or materially and adversely affect or prevent the transactions contemplated by the Purchase Agreement or its Support Agreement.

The Support Agreements will terminate upon the earlier to occur of the termination of the Purchase Agreement and the Closing, subject to the right of the Supporting Stockholders to terminate earlier in certain limited circumstances. The Support Agreements limit the ability of the Supporting Stockholders to transfer their shares of Class A common stock and/or Class V common stock in a manner which results in the Supporting Stockholders ceasing to have the right to vote or direct the vote of such shares, subject to certain exceptions, including that a Supporting Stockholder may transfer such Supporting Stockholder’s shares to certain permitted transferees.

The Support Agreements are attached to this proxy statement as Annexes K through N.

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BACKGROUND AND REASONS FOR THE TRANSACTION

At the special meeting, you will be asked to consider and vote upon the Share Issuance Proposal. This section and the section titled “Description of the Transaction” beginning on page 52 of this proxy statement include a discussion of the pending BluJay Acquisition, including a description of the terms and conditions of the Purchase Agreement. Even though you are not entitled to vote on the BluJay Acquisition, and we are not seeking your vote on the BluJay Acquisition, you should review these sections carefully in connection with your consideration of the Share Issuance Proposal. While E2open believes that this discussion and the description in the section titled “Description of the Transaction” beginning on page 52 of this proxy statement cover the material terms of the Transaction and the Purchase Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement for a more complete understanding of the Transaction and the Purchase Agreement and the other documents to which you are referred in this proxy statement. See the section titled “Where You Can Find More Information” beginning on page 204 of this proxy statement.

Background of the Transaction

The terms of the Purchase Agreement are the result of arms’-length negotiations between E2open, BluJay and their respective representatives. The following is a brief discussion of the background of those negotiations, the Purchase Agreement and the Transaction.

In an effort to enhance stockholder value, E2open’s board of directors (and, prior to the Business Combination, the board of directors of E2open) and executive management regularly review and discuss strategic opportunities, including involving potential acquisitions. Among other things, these reviews and discussions focus on the opportunities and risks associated with the acquisition of other supply chain logistics solutions with complementary offerings and networks, including the potential to increase E2open’s Total Addressable Market.

Prior to the completion of the Business Combination in connection with CCNB1’s strategic evaluation of a potential business combination between CCNB1 and E2open, Michael Farlekas, Chief Executive Officer of E2open (and following the completion of the Business Combination, E2open) discussed potential strategic acquisition targets, including potential transformative acquisitions like BluJay, with members of CCNB1’s board of directors. Mr. Farlekas was familiar with BluJay’s leading transportation management and global trade management platform and previously had been introduced to Andrew Kirkwood, Chief Executive Officer of BluJay, through industry events and contacts. Previously, Mr. Farlekas and Mr. Kirkwood had various conversations regarding the complementary aspects of the E2open and BluJay businesses and the potential benefits and negatives of a combination of E2open and BluJay, as did representatives of Insight Partners, Francisco Partners and Temasek in their capacities as controlling shareholders of the respective private companies, in each case, in the ordinary course as participants in the same industries.

In addition, in connection with this strategic review, in November 2020, E2open engaged Berenson & Company, Inc. (“Berenson”) to assist with sourcing and evaluating potential strategic opportunities.

In January 2021, in contemplation of the pending Business Combination and in light of the value-creation the CCNB1 board of directors anticipated may arise from potential transformative acquisitions following the Business Combination (which potential for acquisitive value-creation was part of the reasons the CCNB1 board of directors pursued the combination with E2open), like BluJay, Chinh Chu, in his capacity as a member of the CCNB1 board of directors and future Chairman of E2open’s Board, held a telephonic meeting with Deep Shah, Co-President of Francisco Partners and a member of BluJay’s board of directors, to briefly discuss the potential strategic merits of a business combination between E2open and BluJay. Following this conversation, the E2open management team and members of the CCNB1 board had additional discussions regarding the complementary capabilities of BluJay’s platform to E2open’s platform, in particular transportation management solutions, the likely ability to cross-sell the businesses’ products, and BluJay’s complementary network and management team and determined to move forward with diligence in anticipation of a potential combination.

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On February 1, 2021, E2open, LLC and BluJay entered into a mutual non-disclosure agreement, and subsequently BluJay and its advisors began sharing additional information regarding the BluJay business with E2open and its advisors and representatives.

On February 4, 2021, E2open and CCNB1 completed their Business Combination, which resulted in the domestication of E2open as a Delaware corporation and the listing of E2open’s Class A common stock on NYSE.

In February 2021, Mr. Farlekas and members of the Company Board had a number of discussions regarding the strategic opportunity presented by BluJay and affirmed that a strategic acquisition, like an acquisition of BluJay, would be an important tool by which to enhance shareholder value.

On February 18, 2021, Mr. Chu, in his capacity as Chairman of the Company Board, and Mr. Shah, in his capacity as a member of BluJay’s board of directors, held telephonic meetings to provide updates on preliminary diligence progress.

On February 28, 2021, Michael Farlekas, on behalf of E2open, provided Mr. Shah, in his capacity as a member of the BluJay board of directors, with a preliminary indication of interest with respect to a proposed acquisition by E2open of all of the outstanding equity of BluJay at a valuation of $1,370 million. Representatives of BluJay responded to this preliminary indication of interest rejecting the proposed valuation, but were willing to continue discussions regarding a potential transaction.

During February 2021, E2open’s management team and advisors continued to engage in dialogue regarding a potential business combination with BluJay while advancing critical threshold due diligence. Key topics included commercial and financial due diligence, governance, tax matters, and transaction structure.

On March 2, 2021 and March 5, 2021, Mr. Chu and Mr. Shah held telephonic meetings to discuss next steps, including exchange of a non-binding term sheet to progress negotiation of key terms of the potential business combination. During these discussions, Mr. Shah confirmed to Mr. Chu that BluJay was also pursuing the possibility of an initial public offering as an alternative to a transaction with E2open.

On March 11, 2021, Mr. Shah discussed the terms of a potential transaction with certain members of the Company Board and, following that discussion, provided Mr. Chu, in his capacity as the Chairman of the Board with an initial non-binding term sheet (the “Initial Term Sheet”) with respect to a potential acquisition of BluJay by E2open. The Initial Term Sheet provided, among other things, that: (a) the purchase price for BluJay would be a UK-style locked-box transaction based on the value as of December 31, 2021 (the “Locked Box Date”) and adjusted for certain items to be agreed between the parties (including customary “leakage”), (b) the consideration payable would be satisfied partly in cash and partly in equity (including the potential issuance of warrants) of E2open, (c) conditions to Closing would include mandatory and suspensory antitrust or other regulatory approvals (to be agreed between the parties) (the “Preliminary Antitrust Condition”) and there would be no condition tied to whether there had been a “material adverse effect” on the BluJay business, (d) E2open would pay the BluJay Sellers a termination fee equal to 10% of enterprise value if the Preliminary Antitrust Condition was not satisfied prior to a mutually agreed long-stop date (the “Long-Stop Date”) due to E2open’s failure to comply with its obligations under the definitive agreement (the “Termination Fee”), (e) Francisco Partners and Temasek would each be entitled to nominate a member of the Company Board following Closing (so long as each owns 7.5% of the Class A common stock), (f) each of Francisco Partners and Temasek would have registration rights equivalent to the registration rights granted to Insight under the Investor Rights Agreement and would be subject to the same standstill restrictions imposed on Insight under the Investor Rights Agreement, (g) the BluJay Sellers would agree not to transfer their shares in E2open until August 4, 2021, and (h) BluJay Sellers who are former members of management or other minority investors would agree not to solicit key, named E2open management members for 12 months following the Closing.

On March 11, 2021, Mr. Chu, after consultation with E2open’s management team and advisors, including Kirkland & Ellis LLP, counsel to E2open (“K&E”), discussed the Initial Term Sheet proposals with Mr. Shah

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and, on March 13, 2021, E2open delivered to BluJay a revised non-binding term sheet (the “March 13 Term Sheet”) which provided, among other things, that (a) Closing would be subject to E2open shareholder approval (to the extent required) (the “Preliminary Shareholder Condition” and, together with the Preliminary Antitrust Condition, the “Preliminary Closing Conditions”), (b) each of E2open, Francisco Partners, Temasek, and members of BluJay management that are BluJay Sellers would be required to take all reasonable actions necessary to satisfy the Preliminary Antitrust Closing Conditions (subject to certain potential limitations following determination and ultimate allocation of antitrust risk, and provided that any material undertaking required by a relevant authority would require consent of E2open), and (c) that board representation rights for Francisco Partners and Temasek should be discussed in the context of overall board composition, independence considerations and other factors.

Between March 13, 2021 and March 22, 2021, K&E, and Latham & Watkins LLP, counsel to BluJay (“Latham”), exchanged revised drafts of the term sheet and representatives of E2open and BluJay progressed discussions regarding the specific terms of the potential acquisition, including in respect of transaction structure and consideration (including removal of the warrants and negotiation of the headline price), Preliminary Closing Conditions, the Termination Fee, governance rights and the ability of the Company Board to change its recommendation to E2open’s shareholders and the impact of a failure to receive shareholder approval.

On March 17, 2021, the Company Board met, together with representatives of K&E, to review the proposed terms and status of the potential acquisition of BluJay. All members of the Company Board were in attendance. Mr. Farlekas, Chief Executive Officer of E2open, reviewed the strategic value of the potential transaction and representatives of CC Capital reviewed the proposed sources and uses for the potential acquisition and key financial terms of the potential transaction. Representatives of K&E reviewed the key terms of the term sheet including Termination Fees, regulatory risk, financing, and the obligation of the Company Board to recommend the potential transaction to a vote of the E2open shareholders in any circumstance and related covenants, and timing and structure considerations. During the various discussions, members of the Company Board asked questions and discussed the terms and features of the proposed transaction, including timing of the transaction, strategic fit, the anticipated value to E2open stockholders and likely reception of the transaction by the markets. The Company Board provided its support for the E2open management team and its representatives to continue negotiations to an executed, non-binding term sheet on the terms discussed.

On March 20, 2021, the parties agreed to a form of non-binding term sheet (the “Final Term Sheet”) that provided, among other things: (a) an enterprise value of $1.5 billion for BluJay as of the Locked Box Date, (b) that the consideration would be satisfied partly by the issuance of shares of Class A common stock, valued using the volume-weighted average price per share for the five trading day period ending one trading date prior to the signing of a definitive agreement for the potential transaction, and the remainder in cash (with cash to Francisco Partners to be no less than $225 million, and to Temasek in the same proportion, and all other BluJay Sellers 75% in cash), (c) in addition to the Preliminary Closing Conditions, Closing would be subject to the absence of any law or order of any competent governmental authority enjoining or preventing the consummation of the potential transaction, (d) E2open and BluJay contemplated that certain E2open shareholders to whom the potential transaction has been disclosed prior to entry into a definitive agreement would enter into customary support agreements agreeing to vote their E2open shares in favor of the potential transaction (subject to agreement by such shareholders at a later date), (e) if, as of the Long-Stop Date, the Preliminary Closing Conditions are not satisfied, the definitive agreement would terminate and (i) if due to failure of the Preliminary Antitrust Condition to be satisfied, except where such failure is in connection with an action or inaction of the BluJay Sellers, their affiliates or BluJay and where all other Preliminary Closing Conditions are satisfied, then E2open would pay a Termination Fee equal to a percentage to be agreed (subject to completion of antitrust analysis and scope of covenant), and (ii) if due to the failure of the Preliminary Shareholder Condition to be satisfied (at such time the other Preliminary Closing Conditions were satisfied or capable of being satisfied), E2open would pay a Termination Fee equal to 1% of the enterprise value of BluJay, (f) governance rights and other provisions consistent with the March 13 Term Sheet and (g) a period of exclusivity until April 12, 2021 (subject to certain confirmations from E2open by April 1, 2021 as to available financing and intention to pursue the potential transaction), during which certain equityholders of BluJay agreed not to solicit or encourage an alternative acquisition transaction (it being agreed that the exclusivity commitment would not prevent BluJay

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from taking actions related to a possible initial public offering, which it had under consideration in the event a satisfactory agreement with E2open could not be reached). The Final Term Sheet was subject to completion of due diligence to the parties’ satisfaction.

In connection with negotiation of the Final Term Sheet, E2open and its representatives informed BluJay and its representatives that it intended to inform certain E2open stockholders aware of the potential transaction of the request to enter into a support agreement, and provide a draft of such support agreement, close to the finalization of the definitive documents and would not make such request until a later date.

On March 22, 2021, the parties entered into the Final Term Sheet. Also on March 22, 2021, E2open discussed with Credit Suisse Securities (USA) LLC (“Credit Suisse”) that Credit Suisse would act as financial advisor to E2open in connection with the potential transaction, including in connection with the arrangement of necessary financing for the transaction (including through a common equity subscription).

On March 24, 2021, E2open and its representatives were granted access to a virtual data room to conduct detailed due diligence in respect of BluJay and members of the E2open management team, together with representatives of Credit Suisse, attended a presentation by BluJay management. Throughout the remainder of March 2021, representatives and advisors of E2open and BluJay held various calls and meetings to discuss key due diligence topics, including historical and projected financial performance, integration and software architecture, as well as legal due diligence.

On March 25, 2021 and March 26, 2021, Latham delivered initial drafts of the Purchase Agreement and Management Warranty Deed, respectively, to K&E.

On March 29, 2021, at a meeting of the Company Board, the executive management team provided a further update on the continuing discussions with BluJay, including areas of further inquiry to be covered in the ongoing due diligence investigation, and strategic synergies of the business combination. Representatives of K&E and Credit Suisse, as financial advisor to E2open, joined by invitation. Credit Suisse presented to the Company Board regarding potential options for financing an acquisition of BluJay, including the potential to obtain a bridge loan that would be refinanced between the signing of a transaction and closing and the Company Board also discussed the possibility of common equity subscription agreements simultaneously with execution of a transaction. Members of the Company Board asked questions regarding the benefits of the different financing structures, regulatory approvals, employee retention and the status of the due diligence efforts and of the definitive documents, and determined that E2open and its advisors should continue its due diligence investigation of BluJay, financing alternatives and negotiation of definitive documents for the potential acquisition of BluJay on the basis of the Term Sheet.

On March 30, 2021, members of E2open’s senior management team and representatives of the Company Board held a telephonic meeting with advisors from K&E to discuss material terms of the Purchase Agreement, including whether to adjust purchase price for the value of tax benefits, the components of “Permitted Leakage,” which would be exceptions to “Leakage,” or transfers of value from BluJay and its subsidiaries to the BluJay Sellers between the Locked Box Date and closing that reduce purchase price, the efforts required of E2open to obtain regulatory approvals, circumstances requiring payment of a Termination Fee, the scope of warranties and the requirement that the Company Board “force the vote,” or submit the transaction to a vote of E2open’s stockholders in any circumstances, including in the event of a change in the Company Board’s recommendation, as well as BluJay’s request that the Company Board not be permitted to change its recommendation in any circumstances.

On April 1, 2021, representatives from K&E and E2open held a call with members of the BluJay senior management team, including Mr. Kirkwood, to discuss legal due diligence matters. Also on April 1, 2021, representatives from Latham and BluJay held a call with members of the E2open senior management team to discuss BluJay’s and its advisors’ due diligence inquiries in respect of E2open.

Throughout April and May 2021, E2open and its advisors continued their due diligence investigation of BluJay. E2open and its advisors held several calls with members of BluJay’s senior management to discuss key

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diligence topics, including tax matters, accounting matters, legal proceedings, and labor matters, and exchanged numerous written questions and responses. Representatives of E2open and BluJay continued to discuss material terms of a potential transaction, including financing structure and consideration in order to proceed with negotiation of documentation. Each party desired to come to agreement on such key terms prior to exchanging further drafts of definitive documents or marketing the financing for the potential business combination.

On or about April 14, 2021, representatives of E2open and BluJay and their respective financial advisors attended a teleconference meeting to discuss the parameters of the financing for the transaction. E2open had proposed that the potential transaction be financed, in part, with a bridge loan followed by a public offering or similar common equity raise. BluJay and its representatives disagreed with that financing approach and proposed, instead, that the potential transaction be financed, in part, through a private equity raise, with committed common equity financing at the time of signing definitive documents, to increase the certainty of available funds for consummation of the transaction. E2open, BluJay and their respective advisors discussed numerous factors in favor of each strategy, with the BluJay team making clear that financing certainty was a critical gating item to executing definitive documents.

On April 14, 2021, the Company Board met, together with representatives of K&E, to discuss the current status of negotiations and diligence in respect of the potential acquisition of BluJay. Mr. Chu, as Chairman of the Board, provided an update to the Company Board on the discussions with BluJay regarding financing and BluJay’s reluctance to move forward with a transaction financed with a bridge loan. The Company Board discussed numerous considerations in respect of a potential private equity raise, including potential pricing, market conditions, and the limited universe of potential investors, as well as the difficulty in reaching agreement with BluJay on this aspect of a potential transaction. In light of BluJay’s insistence on obtaining pre-signing committed equity financing and the Company Board’s continued belief, following diligence, of the anticipated transformative value of a potential acquisition of BluJay, the increased certainty of funds, E2open’s recent success in the equity markets in the Business Combination and anticipated access to investors that participated in the equity raise consummated in connection with the Business Combination, the Company determined to move forward with raising commitments for approximately $300 million in a private equity raise prior to signing definitive documents with the assistance of Credit Suisse. Also at this meeting, representatives of K&E provided disclosure to the Company Board of any material relationships K&E has with E2open, certain of E2open’s stockholders, BluJay and/or BluJay’s shareholders in light of K&E’s representation of E2open in the potential transaction. Representatives of K&E then reviewed with the Company Board the fiduciary duties of the board members in connection with the potential transaction. The Company Board then discussed the potential engagement of Rothchild & Co as a financial advisor to the Company in connection with the potential acquisition of BluJay. K&E then reviewed with the Company Board information that Rothschild & Co had provided to the Company Board regarding material relationships between Rothschild & Co and E2open, certain of E2open’s stockholders, BluJay and/or BluJay’s shareholders. The Company Board resolved to engage Rothschild & Co as financial advisor to E2open in connection with the potential acquisition of BluJay. In addition, Laura Fese, Executive Vice President and General Counsel of E2open, presented to the Company Board regarding efforts to procure representations and warranties insurance in respect of the potential transaction and initial non-binding indications of pricing. The Company Board determined that E2open’s management team would review available options and make a recommendation to the Company Board regarding such insurance in connection with the overall transaction. At this meeting, the Company Board discussed the transaction with BluJay together with the management team and advisors present and confirmed that E2open should continue to pursue a transaction on the terms discussed, including with respect to reaching out to investors regarding committed equity financing, subject to continued updates to the Company Board.

Following the foregoing discussions, on April 14, 2021, K&E delivered to Latham a draft extension of exclusivity to May 14, 2021. Following discussions among the parties, on April 23, 2021, the parties entered into an extension of exclusivity until May 14, 2021.

On April 23, 2021, K&E delivered to Latham revised drafts of the Purchase Agreement and Management Warranty Deed. On April 25, 2021, K&E delivered to Latham an initial draft of the Amended and Restated Investor Rights Agreement. Between April 23, 2021 and May 27, 2021, K&E and Latham exchanged revised drafts of the Purchase Agreement and ancillary agreements, including the Management Warranty Deed, the Tax Deed, the Amended and Restated Investor Rights Agreement and the form of Lock-Up Agreement, and engaged

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in negotiations of such documents and agreements. The various drafts exchanged reflected the parties’ negotiations on, among other things, the equity value as of the Locked Box Date, items that would reduce purchase price between the Locked Box Date and the Closing, circumstances under which a Termination Fee would be payable, the ability of the Company Board to change its recommendation to E2open’s stockholders in connection with directors’ fiduciary duties under Delaware law, certain risk allocation points, the warrants and covenants to be provided by each party in the Purchase Agreement and Management Warranty Deed, and extension of the “lock-up” period applicable to shares held by certain parties to the Investor Rights Agreement. Representatives and advisors of E2open and BluJay worked continuously in May to close open points on due diligence matters and come to agreement on the Purchase Agreement and ancillary agreement, including through numerous conference calls.

Between April 14, 2021 and April 28, 2021, the parties also worked, together with Credit Suisse, as placement agent for E2open, to refine an investor presentation that would be shared in connection with the Pre-Closing Financing.

From April 27, 2021 until May 27, 2021, E2open and its advisors conducted an underwriting process to obtain warranties insurance coverage with respect to the warranties in the Management Warranty Deed and negotiated the scope of such coverage in connection with the completion of due diligence investigations.

On April 27, 2021, in connection with the negotiation of the final economic issues in the Purchase Agreement, representatives of BluJay requested that, in lieu of the construct whereby the number of shares of Class A common stock which make up the stock portion of the consideration be fixed based on the 5-day volume weighted average trading price of the Class A common stock (“VWAP”) as of execution of the Purchase Agreement, that such share amount be locked in immediately, with no adjustment based on share price fluctuation (including prior to signing the Purchase Agreement). Agreement on such fixed share consideration was expressed by BluJay as a pre-condition to commencing marketing of the Pre-Closing Financing, and ultimately signing definitive documents. The E2open management team in consultation with certain members of the Company Board and E2open’s advisors determined that the dilution based on issuance at the then-current share price was appropriate given the valuation analysis of BluJay, and that it was in the best interests of the E2open stockholders to secure the transaction at a fixed number of shares and to create greater visibility around shareholder dilution. Upon negotiation of the appropriate VWAP on which to fix the share consideration, the E2open and BluJay management team agreed that 72,383,299 shares would be issued to the BluJay Sellers as consideration (with the remainder of the consideration paid in cash as set forth in the Purchase Agreement).

On the morning of April 28, 2021, Mr. Chu, as Chairman of the Board, provided an update to the Company Board regarding the proposed agreement with BluJay to fix the share consideration at 72,383,299 based on the then-current trading price of the Class A common stock, noting that the approach created meaningfully more alignment between BluJay and E2open in progressing the proposed transaction and raised the probability of success in signing definitive agreements in respect of the proposed transaction.

Following agreement on the number of shares to be issued to the BluJay Sellers, the parties determined to move forward with approaching potential investors for the Pre-Closing Financing.

Beginning on April 28, 2021, Credit Suisse, as placement agent for E2open, initiated conversations with prospective investors in connection with the Pre-Closing Financing process. Between May 15, 2021 and May 19, 2021, K&E, and White & Case LLP (“W&C”), counsel to Credit Suisse and beginning on May 17, 2021, Latham, exchanged drafts of the form of Subscription Agreement and negotiated key terms, including the terms of the closing process, the conditions to closing the subscription, the representations and warranties of E2open, the registration rights to be granted to the subscriber and provisions related to the termination of the Subscription Agreements. On May 19, 2021, Credit Suisse distributed draft documentation to prospective investors and between May 20, 2021 and May 25, 2021, K&E negotiated the terms of the Subscription Agreements with the prospective investors, and responded to follow up questions and comments related thereto, particularly with

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respect to the closing process and the expected timeline for consummating the BluJay Acquisition. During this time, the prospective investors conveyed to Credit Suisse their initial proposed subscription amounts.

In early May 2021, members of the E2open management team reached out to representatives of E2open’s existing lenders, Goldman Sachs Bank USA (“Goldman Sachs”) and Credit Suisse AG (together, the “Administrative Agents”) regarding an incremental term loan commitment and related amendment to E2open’s credit agreement in connection with funding the BluJay Acquisition. On or about May 12, 2021, K&E delivered to W&C, counsel to the Administrative Agents, initial drafts of an incremental commitment letter, fee letter and an amendment to the credit agreement (collectively, the “Debt Financing Documents”). Between May 12, 2021 and May 27, 2021, K&E and W&C exchanged drafts of the Debt Financing Documents and negotiated key terms, including the commitment from Goldman Sachs, Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”) and Credit Suisse Loan Funding LLC (“CSLF” and, together with CS and Goldman Sachs, the “Arrangers”) for a senior secured incremental term loan facility in an aggregate principal amount of up to $380 million (the “Incremental Term Facility”) and a senior secured incremental revolving facility in an aggregate principal amount of $80 million (the “Incremental Revolving Facility” and, together with the Incremental Term Facility, the “Incremental Facilities”) on the same terms as E2open’s existing credit facilities with slight adjustment to the amortization terms of the Incremental Term Facility to provide for fungibility with the existing term loan facility and extending the soft call premium period by six months from the Closing Date. The Incremental Term Facility would be available to fund the BluJay Acquisition (including repayment of BluJay debt and fees and expenses of the potential transaction). The Incremental Revolving Facility would be available for working capital and general corporate purposes. The Debt Financing Documents also provided for the Arrangers to make best efforts to seek consent from the requisite lenders under the existing credit agreement for certain amendments thereto in order to expand the terms to accommodate the larger credit facility size and business expansion (the “Covenant Amendments”).

On May 12, 2021, representatives of K&E conducted a conference call with members of the E2open management team and certain members of the Company Board to provide K&E’s analysis of antitrust and competition laws requirements and risks in respect of the BluJay Acquisition and to discuss the related provisions of the Purchase Agreement.

On May 17, 2021, E2open’s board of directors held a meeting at which the board received an update from Mr. Chu, the Chairman of the Board, and E2open’s executive management team on the status of the due diligence investigation of BluJay, the status of negotiations of the terms of the Purchase Agreement, the Pre-Closing Financing and an update on strategic rationale and value of the BluJay transaction. Representatives of Rothschild & Co and K&E joined by invitation. Representatives of Rothschild & Co reviewed its preliminary financial analysis of the proposed transaction. Members of the Company Board asked questions regarding the preliminary financial analysis, members of the Company Board asked questions of Rothschild & Co regarding the preliminary financial analysis. In addition, members of the Company Board asked questions of the E2open executive management team regarding proposed synergies, assumptions made in the determination of deal value and status of negotiations. Following further discussion of this proposal as well as the possibility it implied for the creation of additional value for E2open’s existing stockholders, E2open’s board of directors directed the Chairman of the Board and E2open’s executive management team, along with their representatives, to continue their negotiations with BluJay toward definitive agreements.

Between May 17, 2021 and May 27, 2021, the parties negotiated the final open issues in the Purchase Agreement and ancillary documents, including with respect to certain triggers for payment of the Termination Fee upon failure of the Antitrust Closing Condition, the Company Board’s ability to change its recommendation to stockholders in certain limited circumstances, BluJay’s delivery of certain financial information, and certain warranties.

On May 20, 2021, upon the request of BluJay, K&E delivered, on behalf of E2open, to representatives of Latham a first draft of a proposed Support Agreement to be signed by certain E2open stockholders required by

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BluJay, pursuant to which such stockholders would agree, among other things, to vote their shares in favor of the potential transaction.

On May 23, 2021, following the exchange of drafts and negotiations between K&E and Latham, K&E distributed a revised draft Support Agreement to Latham and to Willkie Farr & Gallagher LLP (“Willkie”), counsel to Insight Partners, Sidley Austin LLP (“Sidley”), counsel to NBOKS, and Aequum Law (“Aequum”), counsel to CC Capital. Sidley and Aequum discussed the requested Support Agreement with Kirkland and

provided certain revisions, which were acceptable to E2open, as well as the other stockholders and their counsel. Thereafter, K&E, Latham and Willkie exchanged several drafts of the form of Support Agreement and engaged in numerous negotiations, including in respect of the stockholder’s right to terminate the support agreement in the event of certain changes to the transaction terms and damages payable in the event of the stockholder’s breach, until it was ultimately finalized on May 27, 2021.

Also on May 23, 2021, K&E, on behalf of E2open, distributed a draft of the Amended and Restated Investor Rights Agreement, which was substantially agreed between E2open and BluJay, to Willkie, Sidley and Aequum. Following distribution of the draft, representatives of K&E and Willkie discussed the proposed extension of the “lock-up” restrictions on transfer for a period of six months following the Closing, and the parties ultimately agreed to such terms.

On May 25, 2021, a final version of the Subscription Agreement was distributed to the prospective investors, which reflected the outcome of negotiations between the parties and the prospective investors. The prospective investors that had chosen to participate in the PIPE Investment indicated their final subscription amounts and delivered executed Subscription Agreements, which provided for binding subscriptions, effective May 27, 2021, to purchase an aggregate of 28,909,022 shares of Class A common stock for an aggregate purchase price of approximately $300 million.

On May 26, 2021, the Company Board met, together with representatives of K&E, Credit Suisse (in its capacities as financial advisor to E2open and placement agent for the Pre-Closing Financing), and Rothschild & Co. During this meeting, representatives of Credit Suisse presented a summary of the key financial terms of the proposed transaction, anticipated pro forma capitalization following the proposed transaction and sources and uses for the proposed transaction, a peer comparison and accretion analysis, and the Pre-Closing Financing allocations. Representatives of K&E presented a summary of the key terms of the Purchase Agreement and ancillary agreements and reviewed with the Company Board its fiduciary duties in considering the proposed transaction. In addition, representatives of Rothschild & Co presented its financial analysis and delivered Rothschild & Co’s oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 26, 2021, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, dated the same date, the Consideration (as defined in the section “Background and Reasons for the Transaction—Opinion of E2open’s Financial Advisor”) to be paid by E2open in the BluJay Acquisition was fair, from a financial point of view, to E2open. During the presentations, the Company Board asked questions and discussed the provisions of the Purchase Agreement (including provisions which are consistent with UK market practice), the terms of the Pre-Closing Financing, and implications for E2open’s stock price (including the fact that E2open’s stock price had increased in value since the fixing of the share component of the consideration). After the presentations and discussions, based on the factors cited in “—E2open’s Reasons for the Transaction,” the Company Board unanimously (i) determined that the Purchase Agreement, the ancillary documents (including the Support Agreements) and the transactions contemplated therein are advisable and in the best interests of E2open and its stockholders, approved the Purchase Agreement, the ancillary documents (including the Support Agreements) and the transactions contemplated therein, (ii) approved and declared advisable the terms of the Subscription Agreements and the consummation of the Pre-Closing Financing, (iii) approved and declared advisable the Debt Financing Documents and the transactions contemplated therein, (iv) approved, to the extent any executive officer of the Company deemed the filing of an amended certificate of incorporation is required in order to implement the transactions contemplated by the Purchase Agreement, the

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execution of such amended certificate of incorporation and submission of such amended certificate of incorporation to the stockholders for a vote of the stockholders, (v) approved the calling of a special meeting of the Company’s stockholders at such day, location and time as determined by any executive officer of the Company for purposes of providing the stockholders the opportunity to consider and vote upon the Share Issuance Proposal and, if required, the amended certificate of incorporation and resolved to recommend that the E2open stockholders vote to approve such proposals at the special meeting, and (vi) ratified the formal engagement of Credit Suisse as financial advisor in respect of the BluJay Acquisition and placement agent with respect to the Pre-Closing Financing.

On May 27, 2021, E2open, BluJay and the BluJay Sellers executed the Purchase Agreement, E2open and the various parties thereto executed the ancillary agreements.

On May 27, 2021, a press release was issued announcing the BluJay Acquisition and shortly thereafter E2open filed a Current Report on Form 8-K (the “Closing Date 8-K”) attaching the press release, the investor presentation previously provided to certain potential investors and current E2open shareholders, and certain communications by E2open and BluJay to employees, customers and other business partners. On June 1, 2021, E2open filed a second Current Report on Form 8-K that included a summary of certain key terms of the Purchase Agreement and other key ancillary agreements, which were also attached as exhibits.

In June, E2open requested that the Arrangers amend the Debt Financing Documents to include certain other parties as arrangers thereunder and to increase the Incremental Revolving Facility to $80 million. On June 15, 2021, amended and restated Debt Financing Documents were effectuated to revise such commitment.

On June 18, 2021, E2open’s credit agreement was amended to effectuate the Covenant Amendments and implement certain provisions to facilitate the funding of the Incremental Term Facility and Incremental Revolving Facility (each as amended in the amended and restated Debt Financing Documents), provided that other than certain changes related to EBITDA, ministerial definitional changes and assignment provisions, such amendment will not be effective until the Incremental Term Facility is funded to close the BluJay Acquisition.

E2open Reasons for the Transaction

In evaluating the Transaction, the Company Board consulted with its management and its legal counsel as well as financial and other advisors. The Company Board considered and evaluated several factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Transaction, the Company Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Company Board viewed its decision as being based on all the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Company Board’s reasons for the Transaction and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Company Board considered the following factors in reaching its conclusion to approve the Transaction and to recommend that the E2open stockholders vote in favor of the Share Issuance Proposal, all of which the Company Board viewed as supporting its decision to approve the BluJay Acquisition and other aspects of the Transaction:

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The Company Board also reviewed the terms and conditions of the Purchase Agreement and related transactions, as well as the safeguards and protective provisions included therein intended to mitigate risks, including:

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In the course of its deliberations, the Company Board also considered a variety of risks and other countervailing factors related to entering into the Transaction, including:

The foregoing information and factors considered by the Company Board are not intended to be exhaustive but are believed to include all of the material factors considered by the Company Board. The Company Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, the E2open executive management team and the legal and financial advisors of E2open, and considered the factors overall to be favorable to, and to support, its determination.

Certain BluJay Projected Financial Information

E2open does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, certain non-public financial forecasts regarding BluJay

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(the “BluJay forecasted financial information”) covering BluJay fiscal years 2021 through 2027, that were prepared by E2open management based in part on non-public financial forecasts provided by BluJay, which in each case were not for public disclosure, were provided to the Company Board and Rothschild & Co, E2open’s financial advisor, for its use in advising E2open and reliance in connection with its preparation of its financial analyses and opinion as described in the section entitled “—Opinion of E2open’s Financial Advisor.”

A summary of the BluJay forecasted financial information is not being included in this proxy statement to influence your decision whether to vote for or against the Stock Issuance Proposal, but is being included because such forecasts were made available to the Company Board and E2open’s financial advisor. The BluJay forecasted financial information was prepared by E2open management based in part on financial forecasts provided by BluJay.

The inclusion of this information should not be regarded as an indication that the Company Board, E2open, BluJay (or any of their respective affiliates, officers, directors, advisors or other representatives) or any other person considered, or now considers, the BluJay forecasted financial information to be necessarily predictive of actual future events or results of the E2open’s or BluJay’s operations and should not be relied upon as such. BluJay management’s internal financial forecasts, upon which the BluJay forecasted financial information is based in part, and the resulting forecasts provided to the Company Board and E2open, are subjective in many respects. There can be no assurance that the projections contained in the BluJay forecasted financial information will be realized or that actual results will not be significantly different than those forecasted. The BluJay forecasted financial information covers multiple years and such information by its nature becomes less predictive with each successive year. As a result, the BluJay forecasted financial information summarized in this proxy statement should not be relied on as necessarily predictive of actual future events.

In addition, the BluJay forecasted financial information was not prepared with a view to publicly disclosing such information or to complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of forecasted financial information. Neither EY, E2open’s independent registered public accounting firm, Grant Thornton nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to the BluJay forecasted financial information summarized in this proxy statement, nor have they expressed any opinion or provided any other form of assurance with respect to such information or the achievability of the projections contained therein.

The BluJay forecasted financial information is based on numerous variables and assumptions that were deemed to be reasonable as of the date on which such projections were finalized, including assumptions relating to, among other things, E2open’s and BluJay’s expectations relating to the business, earnings, cash flow, assets, liabilities and prospects of BluJay. However, such assumptions are inherently uncertain and difficult or impossible to predict or estimate and most of them are beyond E2open’s or BluJay’s control. Assumptions that were used by E2open and BluJay in developing the BluJay forecasted financial information include, but are not limited to, the following: stock based compensation is excluded from adjusted earnings before interest, tax, depreciation and amortization (“EBITDA”); certain anticipated cost synergies are realized and the costs of such synergies and integration is excluded; no unannounced acquisitions; and ongoing investments in E2open’s and BluJay’s existing entities for maintenance, integrity and other capital expenditures. The BluJay forecasted financial information also reflects assumptions regarding the continuing nature of certain business decisions that, in reality, are subject to change. The BluJay forecasted financial information is generally based on information known to E2open management as of May 11, 2021.

Important factors that may affect actual results and cause the projections contained in the BluJay forecasted financial information not to be achieved include, but are not limited to, risks and uncertainties relating to E2open’s and BluJay’s businesses (including the ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described in this proxy statement or described or referenced in E2open’s filings with the SEC, including

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E2open’s annual report on Form 10-K for the fiscal year ended February 28, 2021, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. The BluJay forecasted financial information summarized in this proxy statement constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected. For more information, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” In addition, the summary of the BluJay forecasted financial information reflects assumptions that are subject to change and does not reflect revised prospects for E2open’s or BluJay’s respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the BluJay forecasted financial information was prepared.

E2open management developed the BluJay forecasted financial information in connection with its evaluation of the BluJay Acquisition utilizing reasonably available estimates and judgments at the time of its preparation. The BluJay forecasted financial information is based upon the internal financial model provided by BluJay. The BluJay forecasted financial information does not take into account the effect of any failure of the BluJay Acquisition to be completed and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the projections contained in the BluJay forecasted financial information will be realized or that BluJay’s future financial results will not vary materially from the BluJay forecasted financial information. Neither E2open nor BluJay, or any of their respective affiliates, officers, directors, advisors or other representatives, can give any assurance that actual results will not differ from the BluJay forecasted financial information, nor does any such party undertake any obligation to update or otherwise revise or reconcile the BluJay forecasted financial information to reflect circumstances existing, or developments or events occurring, after the date on which the BluJay forecasted financial information was finalized, or that may occur in the future, even if any or all of the assumptions underlying the BluJay forecasted financial information turn out to be incorrect. E2open does not intend to make available publicly any update or other revision to the BluJay forecasted financial information, except as otherwise required by applicable law. None of E2open or any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any E2open stockholder, BluJay equityholder or any other person regarding the ultimate performance of the E2open or BluJay compared to the information contained in the BluJay forecasted financial information, or that the projections contained in the BluJay forecasted financial information will be achieved.

In light of the foregoing factors as well as the uncertainties inherent in the BluJay forecasted financial information, and given that the special meeting will be held several months after the BluJay forecasted financial information was prepared, E2open stockholders are cautioned not to place undue, if any, reliance on the information presented in this summary of the BluJay forecasted financial information. The inclusion of this information in this proxy statement does not constitute an admission or representation by E2open or its advisors or representatives or any other person that the information is material, particularly in light of the inherent risks and uncertainties associated with such forecasts.

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The following table, which is subject to the cautionary statements regarding the BluJay financial projections above, presents a selected summary of the BluJay financial projections prepared by E2open management that were made available to Rothschild & Co and the Company Board (under the heading Key Income Statement Data) as well as a selected summary of the BluJay financial projections prepared by BluJay that were made available to E2open in connection with the BluJay Acquisition (under the heading BluJay Management Forecast).

The BluJay forecasted financial information set forth in the tables above are unaudited and not measures that have a standardized meaning prescribed by GAAP and may not be comparable with similar measures presented by other companies.

E2OPEN DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE BLUJAY FORECASTED FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE ON WHICH SUCH FORECASTS WERE FINALIZED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH BLUJAY FORECASTED FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Opinion of E2open’s Financial Advisor

Opinion of Rothschild & Co

As of April 19, 2021, the Company retained Rothschild & Co as its financial advisor in connection with its evaluation of the potential purchase or acquisition of 50% or more of the equity interests of BluJay through a sale or exchange of capital stock or assets, a merger or consolidation, a levered buyout, a tender or exchange offer or any other similar transaction. The Company selected Rothschild & Co based on its qualifications, expertise and familiarity with E2open’s business and industry. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings and other transactions.

On May 26, 2021, at a meeting of the Company Board held to evaluate the proposed Transaction contemplated by the Purchase Agreement, Rothschild & Co delivered to the Company Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 26, 2021, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the aggregate consideration of (i) Consideration Shares, (ii) the Preference Share Consideration (as defined in the Purchase Agreement) and (iii) an amount in cash equal to (A) $1,187,621,793 minus (B) the sum of the Consideration Share Value (as defined in the Purchase Agreement) and the Preference Share Consideration, subject to certain adjustments set forth in the Purchase Agreement (as to which Rothschild & Co expressed no opinion) (together with the Consideration Shares and the Preference Share Consideration, the “Consideration”) to be paid by the Company pursuant to the Purchase Agreement was fair, from a financial point of view, to the Company.

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The full text of Rothschild & Co’s written opinion, dated May 26, 2021, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G to this proxy statement and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained herein is qualified in its entirety by reference to the full text of such opinion.

Rothschild & Co’s opinion was provided for the benefit of the Company Board, in its capacity as such, in connection with and for the purpose of its evaluation of the Transaction. Rothschild & Co’s opinion should not be construed as creating any fiduciary duty on Rothschild & Co’s part to any party. Rothschild & Co’s opinion was limited to the fairness, from a financial point of view, to E2open of the Consideration to be paid by E2open in the Transaction pursuant to the Purchase Agreement. Rothschild & Co was not asked to, nor did it, offer any opinion as to the terms, other than the Consideration to be paid by E2open in the Transaction and only to the extent expressly set forth therein, of the Purchase Agreement or Transaction, including, without limitation, any obligations of E2open or BluJay. Rothschild & Co expressed no opinion as to what the value of shares of E2open Class A common stock actually will be when issued pursuant to the Transaction or the prices or range of prices at which shares of Class A common stock or any other class of securities of E2open would trade at during any future time. In addition, Rothschild & Co did not express any opinion as to the underlying business decision of the Company Board, E2open, the holders of any securities of E2open or any other party to engage in the Transaction contemplated by the Purchase Agreement or the relative merits of the Transaction contemplated by the Purchase Agreement as compared to any alternative transaction. Rothschild & Co’s opinion did not constitute a recommendation to the Company Board as to whether to approve the Transaction contemplated by the Purchase Agreement or a recommendation as to how any equityholder of E2open or the holder of any other class of securities should vote or otherwise act with respect to the Transaction contemplated by the Purchase Agreement or any other matter. In addition, Rothschild & Co was not asked by the Company Board to address, nor did Rothschild & Co’s opinion address, (i) the fairness to, or any other consideration of, any holders of the shares or the Class A common stock, or the holders of any other class of securities, or creditors or other constituencies of E2open or BluJay or (ii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of E2open, BluJay, or any class of such persons, whether relative to the Consideration to be paid by E2open pursuant to the Purchase Agreement or otherwise. As the Company Board was aware, the credit, financial and stock markets, and the industry in which E2open and BluJay operate, recently have experienced and may continue to experience volatility under current and developing conditions, and Rothschild & Co expressed no opinion or view as to any potential effects of such volatility on BluJay, E2open or the Transaction.

In connection with its opinion, Rothschild & Co, among other things:

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In addition, Rothschild & Co held discussions with certain members of the management of E2open regarding the Transaction, the past and current business operations and financial condition and prospects of BluJay and E2open, certain of the foregoing information and certain other matters Rothschild & Co believed necessary or appropriate to their inquiry.

In arriving at its opinion, with E2open’s consent, Rothschild & Co relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by E2open, BluJay and their respective associates, affiliates and advisors, or otherwise reviewed by or for it, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of E2open or BluJay, nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of E2open or BluJay under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of E2open or BluJay. At the direction of the management of E2open, Rothschild & Co used and relied upon the Purchaser Forecasts for BluJay and the Net Synergies Estimates for purposes of its opinion. In relying on the Purchaser Forecasts for BluJay, Rothschild & Co assumed, at the direction of E2open, that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgements by E2open’s management as to the expected future results of operations and financial condition of BluJay and the other matters covered thereby. In relying on the Net Synergies Estimates, Rothschild & Co assumed, at the direction of E2open, that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgements by E2open’s management as to the cost savings and other synergies, net of costs necessary to achieve such cost savings and other synergies, anticipated by such management to result from the Transaction. Rothschild & Co relied, at the direction of E2open, on the assessments of E2open management as to BluJay’s ability to achieve the Purchaser Forecasts for BluJay and E2open’s ability to achieve the Net Synergies Estimates. Rothschild & Co did not express any view as to the reasonableness of any forecasts reviewed for purposes of its analyses or opinion, including the Net Synergies Estimates, or the assumptions on which they are based. Rothschild & Co was not requested to, and did not (a) initiate any discussions with, or solicit any indications of interest from, third parties with respect to a Transaction, the securities, assets, businesses or operations of BluJay or E2open or any other party, or any alternatives to the Transaction, (b) participate in the structuring or negotiation of the Transaction, (c) advise the Company Board, E2open or any other party with respect to alternatives to the Transaction, or (d) identify or introduce to the Company Board or E2open any prospective investors, lenders or other participants in the Transaction.

For purposes of rendering its opinion, Rothschild & Co assumed that the transactions contemplated by the Purchase Agreement will be consummated as contemplated in the Purchase Agreement without any waiver or

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amendment of any terms or conditions, including, among other things, that the parties will comply with all material terms of the Purchase Agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Transaction, no material delays, limitations, conditions or restrictions will be imposed. For purposes of rendering its opinion, Rothschild & Co assumed that there has not occurred any material change in the assets, financial condition, results of operations, business or prospects of BluJay or E2open since the date of the most recent financial statements and other information, financial or otherwise, relating to BluJay or E2open, as the case may be, made available to Rothschild & Co, and that there is no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the Transaction, nor did its opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by E2open and its other advisors with respect to such issues. In arriving at its opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against E2open, BluJay or any of their respective affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the Purchase Agreement would not differ in any material respect from the draft of the Purchase Agreement reviewed by it. Rothschild & Co’s opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date of the opinion and the conditions and prospects, financial and otherwise, of BluJay as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of E2open. Although subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion.

The following represents a summary of the material financial analyses performed by Rothschild & Co, each of which is a standard valuation methodology customarily undertaken in transactions of this type, in connection with providing its opinion, dated May 26, 2021, to the Company Board. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. No one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild & Co. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild & Co was based on all analyses and factors taken as a whole and also on application of Rothschild & Co’s experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Some of the summaries of financial analyses performed by Rothschild & Co include information presented in tabular format. In order to fully understand the financial analyses performed by Rothschild & Co, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Rothschild & Co. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild & Co.

As used in this section, (a) all references to “fully diluted” shares and phrases of similar import, when used in relation to BluJay, mean the number of fully diluted outstanding ordinary shares (including all restricted stock units, cash restricted stock units, stock retention payments, and stock options, calculated on a treasury stock method basis) based on the most recently available information as of May 25, 2021 as provided by the management of E2open to Rothschild & Co, (b) the “EV” of a company as of any given time refers to the enterprise value of such company at such time, (c) the “EBITDA” of a company for any given period means the earnings before interest, taxes, depreciation and amortization of such company during such period and (d) as it relates solely to BluJay, the “adjusted EBITDA” refers to the EBITDA of BluJay during the relevant period adjusted for stock-based compensation as provided by the management of E2open to Rothschild & Co.

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Selected Public Company Analysis

Rothschild & Co performed a selected public companies analysis in order to derive an implied enterprise value reference range for BluJay from the market value and trading multiples of other publicly traded companies and then compared this implied enterprise value reference range with the implied value of the Consideration provided for in the Purchase Agreement. Rothschild & Co selected the publicly traded companies that Rothschild & Co deemed most relevant to consider in relation to BluJay, based on its professional judgment and experience, because they are public companies with operations in the core logistics / supply chain management software industry or the software-as-a-service business platforms industry that for purposes of this analysis Rothschild & Co considered similar to the operations of one or more of the business lines of BluJay. However, because of inherent differences in businesses, operations and prospects, none of the publicly traded companies listed below are directly comparable to BluJay. The publicly traded companies selected by Rothschild & Co for purposes of this analysis included the following companies, which Rothschild & Co refers to, collectively, as the selected public companies:

Core Logistics / Supply Chain Management Software:

Software-as-a-Service Business Platforms:

For purposes of its analysis of the selected public companies, Rothschild & Co (i) reviewed, among other things, for each of the selected public companies, the per share stock price of such selected public companies as of May 25, 2021, public filings made by such selected public companies for certain historical financial information and data for such selected public companies that Rothschild & Co obtained from broker research and where applicable, adjusted to account for certain events such as acquisitions and divestitures, (ii) calculated the EV of each of the selected public companies as a multiple of the revenue for calendar years 2021 and 2022, which multiple Rothschild & Co refers to as “EV/revenue” and (iii) calculated the EV of each of the selected public companies as a multiple of the estimated EBITDA for calendar years 2021 and 2022, which multiple Rothschild & Co refers to as “EV/EBITDA.”

EV was calculated as fully diluted market value based on per share stock prices plus, with respect to each of the selected public companies, such company’s most recently disclosed net debt and other adjustments.

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The results of Rothschild & Co’s review of the EV/revenue and EV/EBITDA multiples is summarized in the chart below:

Based on the 2021E EV/revenue, 2022E EV/revenue, 2021E EV/EBITDA and 2022E EV/EBITDA multiples calculated above and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of EV/revenue multiples of 9.0x to 12.0x and 8.0x to 10.0x to the estimated revenue of BluJay for calendar years 2021 and 2022, respectively, and an illustrative range of EV/EBITDA multiples of 30.0x to 35.0x and 25.0x to 30.0x to the estimated adjusted EBITDA of BluJay for calendar years 2021 and 2022, respectively, each as provided in the Purchaser Forecasts for BluJay, to reach the following ranges of implied EVs for BluJay for calendar years 2021 and 2022, as compared to the implied value of the Consideration:

Selected Precedent Transactions Analysis

Rothschild & Co performed a selected precedent transactions analysis in order to derive an implied enterprise value reference range for BluJay from enterprise value multiples in merger or acquisition transactions involving other companies that occurred since 2017 and then compared this implied enterprise value reference range with the implied value of the Consideration provided for in the Purchase Agreement. Using publicly available information, Rothschild & Co analyzed the enterprise value multiples in the 18 selected transactions listed in the table below involving target companies with business operations in the core logistics / supply chain management software industry or the software-as-a-service business platforms industry that generally reflected similar characteristics to BluJay’s business operations.

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Based on its professional judgment and experience, Rothschild & Co deemed these transactions relevant to consider in relation to BluJay and the Transaction. No company, business or transaction used in this analysis is identical or directly comparable to BluJay or the Transaction. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which BluJay or the Transaction was compared.

For purposes of this analysis, Rothschild & Co calculated the EV of each of the target companies in the selected precedent transactions based on the market and financial data of the target companies, as well as the EV/revenue of the target company during the 12-month period ending closest to the date of announcement of the transaction for which such information was publicly available, and the adjusted EV/EBITDA of the target company during the 12-month period ending closest to the date of announcement of the transaction for which such information was publicly available.

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Based on the EV/LTM Revenue and EV/LTM Adjusted EBITDA multiples calculated for the selected transactions and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of EV/LTM Adjusted Revenue of 7.0x to 10.0x to the LTM revenue of BluJay for the period ended March 31, 2021, and an illustrative range of EV/LTM Adjusted EBITDA of 20.0x to 30.0x to the LTM EBITDA of BluJay for the period ended March 31, 2021 each as provided in the Purchaser Forecasts for BluJay and adjusted for acquisitions and related synergies, divestitures, and other accounting adjustments, to reach the following implied enterprise value reference ranges for BluJay as compared to the implied value of the Consideration:

Discounted Cash Flow Analysis

Rothschild & Co performed a discounted cash flow analysis for BluJay in order to derive an implied enterprise value reference range for the entire BluJay business if it were to remain an independent public company, and then compared this implied enterprise value reference range with the Consideration provided for in the Purchase Agreement. In this analysis, Rothschild & Co calculated a range of implied EVs by adding (i) the estimated unlevered, after-tax free cash flows that BluJay was forecasted to generate from the six months ended March 31, 2022 through the end of fiscal year 2027 based on the Purchaser Forecasts for BluJay and the Net Synergies Estimates provided by the management of E2open, after the application of a range of illustrative discount rates, which were based on the estimated weighted average cost of capital (“WACC”) for BluJay to (ii) the terminal value of BluJay, after the application of a range of illustrative discount rates based on the estimated WACC for BluJay. Rothschild & Co estimated the terminal value of BluJay by applying a range of terminal exit multiples of 15.0x to 20.0x to the projected adjusted EBITDA for fiscal year 2027.

Unlevered, after-tax free cash flows for the periods were calculated as net operating profit after taxes (“NOPAT”) after application of the illustrative range of growth rates described above, plus depreciation and amortization, plus decreases in net working capital, less one-time integration capital expenditures, less capital expenditures and capitalized software. Rothschild & Co used the mid-year discounting convention and applied an illustrative discount rate of 9.25% to 10.25% based on an estimated WACC of 9.75%, which Rothschild & Co calculated using the traditional CAPM (capital asset pricing model).

Rothschild & Co also calculated a range of implied enterprise values for BluJay by adding the net present value of the cost synergies as reflected in the Purchaser Forecasts for BluJay and the Net Synergies Estimates provided by the management of E2open. These analyses indicated the following implied enterprise value reference ranges for BluJay as compared to the implied value of the Consideration:

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The valuation and financial analyses set out above are not a comprehensive description of all analyses and examinations actually conducted by Rothschild & Co in connection with its opinion and are qualified in their entirety by reference to the full text of the written opinion of Rothschild & Co attached herein as Annex G.

Miscellaneous

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant valuation and financial analyses and the application of those methods to the particular circumstances involved, and therefore a fairness opinion necessarily is not susceptible to partial analysis or summary description. Rothschild & Co believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all of the described analyses and factors, would create an incomplete view of the process underlying Rothschild & Co’s analyses and opinion. In arriving at its fairness determination, Rothschild & Co considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Rothschild & Co made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described above as a comparison is directly comparable to BluJay or the Transaction.

In performing its analyses, Rothschild & Co made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of BluJay. Rothschild & Co’s analyses were based in part on the Purchaser Forecasts for BluJay and the Net Synergies Estimates and third party research analyst estimates for E2open and the selected public companies, which are not necessarily indicative of actual values or actual future results and which may be significantly more or less favorable than those suggested by Rothschild & Co’s analyses. These analyses were prepared solely as part of the analysis performed by Rothschild & Co with respect to the fairness, from a financial point of view, to the to E2open of the Consideration to be paid pursuant to the Purchase Agreement, and were provided to the Company Board in connection with the delivery of Rothschild & Co’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at any time in the future.

As described above, Rothschild & Co’s opinion, together with the financial analyses performed by Rothschild & Co in connection with its opinion and reviewed by the Company Board, were among the many factors that the Company Board took into consideration in making the recommendation of the Company Board described in “Background and Reasons for the Transaction—E2open Reasons for the Transaction”. Rothschild & Co was not requested to, and did not, recommend any specific amount of consideration to the Company Board or that any specific amount of consideration constituted the only appropriate consideration in the Transaction. The amount and type of consideration payable in the Transaction was determined through arms-length negotiations between E2open and the BluJay Sellers. Consequently, Rothschild & Co’s opinion should not be viewed as determinative of the views of the Company Board or the management of E2open with respect to the Consideration, including whether the Company Board would have been willing to determine that a different consideration was fair.

Rothschild & Co is acting as financial advisor to E2open with respect to the Transaction and will receive a fee from E2open for its services equal to $3.0 million, all of which became payable upon delivery of Rothschild & Co’s opinion. E2open has also agreed to reimburse Rothschild & Co for certain expenses and to indemnify Rothschild & Co against certain liabilities arising out of its engagement.

Rothschild & Co or its affiliates may in the future provide financial services to E2open, BluJay, the BluJay Sellers and/or their respective affiliates in the ordinary course of Rothschild & Co’s business from time to time

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and may receive fees for the rendering of such services. Certain of Rothschild & Co’s foreign investment banking affiliates also have provided and/or are currently providing certain financial advisory services to Francisco Partners, an affiliate of which is a shareholder of BluJay, and/or its affiliates from time to time which Rothschild & Co’s affiliates have received and/or may receive fees for their services, including representing Francisco Partners and/or its affiliates in connection with mergers and acquisition transactions and equity advisory matters. Certain of Rothschild & Co’s foreign investment banking affiliates also have provided and/or are currently providing certain financial advisory services to Temasek, an affiliate of which is a shareholder of BluJay, and/or its affiliates from time to time for which Rothschild & Co’s affiliates have received and/or may receive fees for their services, including representing Temasek and/or its affiliates in connection with mergers and acquisition transactions and equity and debt advisory matters. Rothschild & Co has acted as underwriter to an affiliate of CC Capital and Neuberger Berman Investment Advisors, affiliates of which are shareholders of E2open, for which Rothschild & Co has received and/or may receive fees. In addition, Rothschild & Co and their foreign investment banking affiliates also have provided and/or are currently providing certain financial advisory services to Neuberger Berman Investment Advisers and/or its affiliates from time to time for which Rothschild & Co and its affiliates have received and/or may receive fees for their services, including representing Neuberger Berman Investment Advisers and/or its affiliates in connection with mergers and acquisition transactions and restructuring matters. Rothschild & Co and its foreign investment banking affiliates also have provided and/or are currently providing certain financial advisory services to Elliott Investment Management, an affiliate of which is a shareholder of E2open, and/or its affiliates from time to time which Rothschild & Co and its affiliates have received and/or may receive fees for their services, including representing Elliott Investment Management and/or its affiliates in connection with mergers and acquisition transactions and capital raise matters.

Rothschild & Co’s opinion was given and speaks only as of its date. Subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, and Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion. Rothschild & Co’s opinion was approved by the Global Advisory Commitment Committee of Rothschild & Co.

Interests of E2open Directors and Executive Officers in the Transaction

In considering the recommendation of the Company Board with respect to the Stockholder Proposals, the E2open stockholders should be aware that E2open’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of E2open’s stockholders generally. These interests may present them with actual or potential conflicts of interest, and these interests, to the extent material, are described below.

The board of directors of E2open was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the Purchase Agreement and the Transaction, and to recommend that the E2open stockholders approve the Stockholder Proposals as contemplated by this proxy statement.

Ownership Interests

As of June 25, 2021, E2open’s current non-employee directors and executive officers beneficially owned, in the aggregate, approximately 7.3% of the shares of Class A common stock and approximately 7.0% of the shares of E2open’s voting stock, which for purposes of this subsection excludes (a) the shares of Class A Common Stock reserved for future awards under the 2021 Incentive Plan, (b) 13,799,972 shares of Class A Common Stock subject to outstanding Public Warrants of the Company, (c) non-voting shares of Series B-2 Common Stock issued upon completion of the Business Combination, and (d) the 4,363,320 shares of Class V Common Stock held by the Company in treasury (which the Company is obligated to issue as a result of the conversion of the Series 1 RCUs). The affirmative vote of the holders of a majority of the shares present in attendance or represented by proxy at the special meeting and entitled to vote on the matter, assuming a quorum is present, is required for approval of the Stockholder Proposals. Certain affiliates of CC Capital and Insight Partners,

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affiliates of E2open’s directors Chinh Chu and Ryan Hinkle, respectively, have also entered into a Support Agreements in connection with the Transaction. For a more detailed discussion of the Support Agreements, please see the section titled “Description of the Transaction—Certain Agreements Related to the Transaction—Support Agreements” beginning on page 67 of this proxy statement.

Pre-Closing Financing

The CC Investor, which is affiliated with Mr. Chu and a current E2open equityholder, entered into a Subscription Agreement as a PIPE Investor. The CC Investor’s Subscription Agreement provides for an aggregate investment of $2,499,999.40 in exchange for 28,909,022 shares of Class A common stock.

Amended and Restated Investor Rights Agreement

The Sponsor and CC NB Sponsor I Holdings LLC (the “CC Investor”), each of which is an affiliate of Mr. Chu, Insight Partners, which is an affiliate of Mr. Hinkle, and Eva Huston and Keith Abell are each parties to the existing Investor Rights Agreement and will be parties to the Amended and Restated Investor Rights Agreement to be entered into at Closing. Under the existing Investor Rights Agreement, CCNB1’s sponsor and Insight Partners each have, and under the Amended and Restated Investor Rights Agreement will continue to have, rights to nominate members of the Company Board. Mr. Chu and Mr. Hinkle were previously nominated by CCNB1’s sponsor and Insight Partners, respectively, to serve on the Company Board and were elected at the February 2, 2021 meeting of CCNB1’s shareholders. For a more detailed discussion of the Support Agreements, please see the section titled “Description of the Transaction—Certain Agreements Related to the Transaction—Amended and Restated Investor Rights Agreement” beginning on page 64 of this proxy statement.

Director Compensation

E2open compensates its non-employee directors for their service on the Company Board pursuant to its non-employee director compensation policy to attract and retain quality non-employee directors and to encourage director ownership of Class A common stock to further align their interests with those of E2open’s stockholders. Effective as of March 1, 2021, non-employee members of the Company Board receive an annual cash retainer of $75,000 and an equity retainer with a value of $175,000, payable in the form of restricted stock units that vest on the one-year anniversary of the date of grant. For fiscal year 2022, the grant was fixed as of March 1st at a stock price of $9.77, resulting in 17,912 restricted stock units granted on May 21, 2021. In addition, E2open provides an annual cash retainer of $100,000 for the chair of the board of directors, $20,000 for the chair of the audit committee, $15,000 for the chair of the compensation committee and $10,000 for the chair of the nominating and corporate governance committee.

Limitations of Liability and Indemnification

In addition to the indemnification obligations required by the amended and restated certificate of incorporation and amended and restated bylaws of E2open, E2open has entered into indemnification agreements with each of its directors and officers. These agreements provide for the indemnification of E2open’s directors and executive officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of E2open. E2open believes that these amended and restated certificate of incorporation provisions, amended and restated bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Interests of BluJay Directors and Executive Officers in the Transaction

Ownership Interests

As of June 30, 2021, BluJay’s current non-employee directors and executive officers beneficially owned, in the aggregate approximately 13.7% of the shares of BluJay capital stock.

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Certain BluJay stockholders affiliated with certain of BluJay’s directors also currently hold shares of BluJay capital stock. The table below sets forth the ownership of BluJay capital stock by affiliates of BluJay’s directors as of July 12, 2021. These BluJay stockholders affiliated with certain of BluJay’s directors hold all of BluJay’s preference shares, which will be entitled to receive the Preference Share Consideration described in more detail in the section titled “Description of the Transaction—The Purchase Agreement—Consideration to be Received in the Transaction” beginning on page 52 of this proxy statement.

Amended and Restated Investor Rights Agreement

Francisco Partners and Temasek, affiliates of Deep Shah and Martin Fichtner, respectively, will be parties to the Amended and Restated Investor Rights Agreement to be entered into at Closing. Under the Amended and Restated Investor Rights Agreement, each of Francisco Partners and Temasek will have the right to nominate one director to the Company Board, subject in the case of Temasek to receipt of CFIUS Clearance. Francisco Partners is expected to nominate Mr. Shah to the Company Board and Temasek is expected to nominate Mr. Fichtner to the Company Board, in each case effective as of the Closing. For a more detailed discussion of the Support Agreements, please see the section titled “Description of the Transaction—Certain Agreements Related to the Transaction—Amended and Restated Investor Rights Agreement” beginning on page 64 of this proxy statement.

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STOCKHOLDER PROPOSAL NO. 1 - THE SHARE ISSUANCE PROPOSAL

At the special meeting, the holders of E2open’s will be asked to approve the issuance of 72,383,299 shares of Class A common stock to the BluJay Sellers pursuant to the Purchase Agreement and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing pursuant to the Subscription Agreements and the Incremental Shares, if any, in the Incremental Financing, or an aggregate of 101,292,321 shares of Class A common stock to be issued in the Transaction (plus the Incremental Shares, if any). The 101,292,321 shares of Class A common stock to be issued in the Transaction will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the Transaction, pursuant to NYSE Listing Rule 312.03. Immediately following the Transaction, (a) the BluJay Sellers are expected to own, in the aggregate, approximately 23.7% of the Class A common stock and approximately 21.5% of E2open’s voting stock, (b) the PIPE Investors are expected to own, in the aggregate, approximately 9.8% of the Class A common stock and approximately 8.6% of E2open’s voting stock and (c) E2open’s current equity holders are expected to own, in the aggregate, approximately 66.5% of the Class A common stock and approximately 69.9% of E2open’s voting stock. For additional information on the assumptions underlying such ownership percentages, please see the section “Share Calculations and Ownership Percentages” of this proxy statement.

The terms of, reasons for and other aspects of the Purchase Agreement, the Transaction, the issuance of 72,383,299 shares of Class A common stock pursuant to the Purchase Agreement and the issuance of 28,909,022 shares of Class A common stock in the Pre-Closing Financing and the Incremental Shares, if any, in accordance with the Incremental Financing are described in detail in the other sections in this proxy statement.

Required Vote

The affirmative vote of a majority of the votes cast by the E2open stockholders present in person or represented by proxy at the special meeting is required to approve the Share Issuance Proposal. Abstentions will have the same effect as an “AGAINST” vote; broker non-votes will have no effect on the outcome of the Share Issuance Proposal.

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1, THE SHARE ISSUANCE PROPOSAL, TO APPROVE THE ISSUANCE OF 72,383,299 SHARES OF CLASS A COMMON STOCK TO THE BLUJAY SELLERS IN THE TRANSACTION AND THE ISSUANCE OF 28,909,022 SHARES OF CLASS A COMMON STOCK TO THE PIPE INVESTORS IN THE PRE-CLOSING FINANCING AND THE INCREMENTAL SHARES, IF ANY, IN ACCORDANCE WITH THE INCREMENTAL FINANCING, WHICH COLLECTIVELY WILL REPRESENT MORE THAN 20% OF THE SHARES OF CLASS A COMMON STOCK OUTSTANDING IMMEDIATELY PRIOR TO THE CONSUMMATION OF THE TRANSACTION AND THE PRE-CLOSING FINANCING, PURSUANT TO NYSE LISTING RULE 312.03.

THE APPROVAL OF PROPOSAL NO. 1 IS REQUIRED TO CONSUMMATE THE TRANSACTION.

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STOCKHOLDER PROPOSAL NO. 2 - THE ADJOURNMENT PROPOSAL

If there are not sufficient affirmative votes present in person or represented by proxy at the special meeting to constitute a quorum at the special meeting or to approve the Share Issuance Proposal, E2open may propose to postpone or adjourn the special meeting, for a period of not more than 30 days, in order to allow reasonable additional time for solicitation of additional proxies for purposes of obtaining a quorum or approval of the Share Issuance Proposal. E2open currently does not intend to propose postponement or adjournment at the special meeting if there are sufficient votes present in person or represented by proxy at the special meeting to constitute a quorum at the special meeting and to approve the Share Issuance Proposal.

The affirmative vote of a majority of the votes cast by the E2open stockholders present in person or represented by proxy at the special meeting is required to approve the Adjournment Proposal. Abstentions will have no effect on the outcome of the Adjournment Proposal.

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2, THE ADJOURNMENT PROPOSAL, TO POSTPONE OR ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE SPECIAL MEETING TO CONSTITUTE A QUORUM AT THE SPECIAL MEETING OR TO APPROVE THE SHARE ISSUANCE PROPOSAL.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction:

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined financial information presents the pro forma effects of the following transactions:

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. On April 28, 2020, CCNB1 consummated the IPO of 41,400,000 Units, including the issuance of 5,400,000 Units as a result of the full exercise of the underwriters’ over-allotment option, at $10.00 per unit, generating gross proceeds of $414.0 million. Simultaneously with the closing of the IPO, CCNB1 consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10.280 million. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. Upon the closing of the IPO and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and certain of the proceeds from the sale of the Private Placement Warrants in the Private Placement was placed in the Trust Account established for the benefit of CCNB1’s Public Shareholders, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account.

The organizational structure of the Business Combination, as described above, is commonly referred to as an umbrella partnership C corporation (or “Up-C”) structure. This organizational structure will allow the Flow-Through Sellers to retain equity ownership in E2open, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units. The Flow-Through Sellers may exchange Common Units (together with the cancellation of an equal number of shares of voting, non-economic Class V Common Stock) into Class A Common Stock of the Company. In addition, CCNB1, the Blocker Sellers, and the Flow- Through Sellers will be a party to a Tax Receivable Agreement. The CCNB1 Public Shareholders will continue to hold Class A ordinary shares of CCNB1, which was renamed to E2open Parent Holdings, Inc. on February 4, 2021, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment. See the section entitled “Risk Factors — Risks Related to the Business Combination” in the Proxy Statement for additional information on our organizational structure, including the Tax Receivable Agreement.

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On February 4, 2021, the Company consummated a new financing from a syndicate of lenders including Goldman Sachs Bank USA, Credit Suisse AG, Golub Capital LLC, Deutsche Bank AG New York Branch, Jefferies Finance LLC and Blackstone Holdings Finance Co. L.L.C. in the form of a $525 million “covenant-lite” term loan containing no financial maintenance covenants and a $75 million revolver, which term loan was funded concurrently with the completion of the Business Combination. No amounts have been drawn on the revolver as of June 28, 2021. The new term loan will mature on February 4, 2028 and the new revolving facility will mature on February 4, 2026. Loans under the new financing bear interest, at the Company’s option, at a rate equal to the adjusted LIBOR or an alternate base rate, in each case, plus a spread. All obligations of the Company under the new financing and, at the option of the Company, under hedging agreements and cash management arrangements are guaranteed by the Company Holdings, the Company (other than with respect to its own primary obligations) and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized restricted subsidiary of the Company (subject to customary exceptions). The Company’s previous term loan due 2024 and related revolving credit facility were terminated upon repayment.

E2open, BluJay and its shareholders (the “BluJay Sellers”) have entered into a Share Purchase Deed, dated as of May 27, 2021 (as may be amended from time to time in accordance with the terms thereof, the “Purchase Agreement”), pursuant to which E2open or a direct or indirect subsidiary thereof will purchase all of the outstanding shares of capital stock of BluJay from the BluJay Sellers. As a result of the BluJay Acquisition, BluJay and its subsidiaries will become subsidiaries of E2open.

Upon consummation of the BluJay Acquisition (the “Closing”), in exchange for the shares of BluJay, E2open will issue to the BluJay Sellers an aggregate of 72,383,299 shares of Class A common stock, par value $0.0001 per share, of E2open and pay to the BluJay Sellers cash in the aggregate amount of approximately $441.8 million, subject to increase for the Ticking Fee and adjustments for leakage, additional seller transaction expenses and other enumerated items as provided in the Purchase Agreement.

The Purchase Agreement follows a typical locked-box mechanism, pursuant to which the purchase price is fixed upfront by reference to the balance sheet position of BluJay as at December 31, 2020, without any post-completion purchase price adjustment. E2open is also required to pay an additional consideration on a daily basis for the period between December 31, 2020, and the date of the BluJay Closing at a rate of USD 63,000 per day, which we refer to as the Ticking Fee. The purchase price will be reduced on a dollar for dollar basis if any value is extracted to or for the benefit of any BluJay Sellers between December 31, 2020, and the date of the Closing, which we refer to as leakage, other than for certain narrowly defined permitted leakage items specifically agreed by the BluJay Sellers and E2open and expressly provided for in the Purchase Agreement.

In connection with the BluJay Acquisition, on May 27, 2021, E2open entered into subscription agreements (the “Subscription Agreements”) with certain investors, including certain existing stockholders of E2open (the “PIPE Investors”). Pursuant to the BluJay Subscription Agreements, substantially simultaneously with and conditioned upon the BluJay Closing, E2open has agreed to issue to the BluJay PIPE Investors an aggregate of 28,909,022 shares of Class A common stock in exchange for aggregate gross proceeds of approximately $300 million.

The BluJay Acquisition and the BluJay Pre-Closing Financing are subject to the satisfaction or waiver of certain conditions.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the combined company’s balance sheet or statement of operations actually would have been had the Business Combination and BluJay Acquisition been completed as of the dates indicated, nor do they purport to project the future financial position or operating results of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The pro forma financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Business Combination and the BluJay Acquisition.

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The following unaudited pro forma condensed combined balance sheet as of May 31, 2021 assumes that the BluJay Acquisition occurred on May 31, 2021. The unaudited pro forma condensed combined statements of operations for the three months ended May 31, 2021 and the year ended February 28, 2021 present the pro forma effect of the Business Combination and the BluJay Acquisition as if they had been completed on March 1, 2020. The following unaudited pro forma condensed combined financial statements as of and for the three months ended May 31, 2021 do not include any pro forma adjustments for the Business Combination as the Business Combination is already reflected in the E2open unaudited consolidated financial statements as of and for the three months ended May 31, 2021.

E2open’s fiscal year ends on the last day in February, whereas CCNB1’s fiscal year ended on December 31, and BluJay’s fiscal year ended on March 31. Due to this difference, the unaudited pro forma condensed combined statement of operations, which we refer to as the pro forma condensed combined statement of operations, for the three months ended May 31, 2021 combines the E2open unaudited consolidated statement of operations for the three months ended May 31, 2021 and the BluJay unaudited consolidated statement of profit or loss for the three months ended March 31, 2021. The pro forma condensed combined statement of operations for the year ended February 28, 2021, combines the E2open audited consolidated statement of operations for the year ended February 28, 2021, the CCNB1 audited financial results for the period from January 14, 2020 (inception) through December 31, 2020, and the BluJay audited consolidated statement of profit or loss for the year ended March 31, 2021.

The unaudited pro forma condensed combined balance sheet combines the E2open unaudited consolidated balance sheet as of May 31, 2021 and the BluJay audited consolidated statement of financial position as of March 31, 2021, giving effect to the BluJay Acquisition as if it had been consummated on May 31, 2021.

We refer to the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations as the pro forma condensed combined financial statements.

The pro forma condensed combined financial statements were prepared using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) on the basis of E2open as the accounting acquirer and BluJay as the accounting acquiree.

The following summarizes the pro forma ownership of Class A common stock of the Company following the BluJay Acquisition:

The following pro forma condensed combined balance sheet as of May 31, 2021 is based on the historical financial statements of E2open and BluJay as of May 31, 2021 and March 31, 2021, respectively, and assumes the BluJay acquisition took place on May 31, 2021. The pro forma condensed combined statements of

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