8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 1, 2021

 

E2open Parent Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39272	86-1874570
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9600 Great Hills Trail, Suite 300E

Austin, TX

(address of principal executive offices)

78759

(zip code)

866-432-6736

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ETWO	New York Stock Exchange
Warrants to purchase one share of Class A Common Stock     at an exercise price of $11.50	ETWO-WT	New York Stock Exchange

Item 7.01 Regulation FD Disclosure.

From time to time, E2open Parent Holdings, Inc. (the "Company") presents and/or distributes slides and presentations to the investment community to provide updates and summaries of its business. On September 1, 2021, the Company provided a summary of its capital structure, a copy of the presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in the Item 7.01, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1*	—	Corporate Presentation of E2open Holdings, Inc. dated September 1, 2021.
104	—	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Furnished herewith

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SIGNATURE

Pursuant to the Requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	E2open Parent Holdings, Inc.
Date: September 1, 2021	By:	/s/ Jarett J. Janik
		Jarett J. Janik
		Chief Financial Officer

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EX-99.1

Updated Consolidated Cap Table September 1, 2021 Networked, Harmonized, Optimized, Live. Exhibit 99.1

Consolidated Cap Table Description   Shares (000's)   Notes Shares outstanding as of May 31, 2021   187,051   Shares outstanding as of first quarter fiscal 2021 Common Units 35,977 Units issued in the business combination that have not yet been converted from common units in the LLC to Class A shares of E2open Parent Holdings, Inc. (Common units yet to be converted are represented by class V shares) Shares issued to selling shareholders (BluJay Acquisition) 72,383   Shares issued to sellers of BluJay representing approximately 60% of their interest in that company Shares issued to PIPE investors (BluJay Acquistition) 28,909 Shares issued to PIPE investors to finance part of the cash portion of the acquisition Warrants   29,080   Warrants outstanding as of first quarter fiscal 2021 with an exercise price of $11.50 Series B-1 shares (converted on June 8, 2021) 7,944 Series B-1 shares issued in the acquisition of E2open that vested when the 5-day VWAP reach $13.50 Conversion of Common Units   2,391    Conversion of common units into Class A common stock E2open acquisition working capital adjustment 133 Additional shares issued pursuant the the acquisition of E2open based on the final purchase price adjustment Series B-2 shares (unvested)   3,372   Series B-2 shares issued in the acquisition of E2open that vest when the 20-day VWAP reaches $15.00 Series 2 common units (unvested) 2,628 Represent rights in the LLC that convert into common units when the 20-day VWAP reaches $15.00. Upon conversion to common units, the holder can elect to convert into Class A common stock. Incentive plan options (unvested)   2,583   Options issued to management and directors under E2open’s long-term incentive plan. The amount of proceeds from these options should they all be exercised is shown below. Incentive plan restricted shares (unvested) 2,064 Restricted shares issued to management and directors under E2open’s the Company's long-term incentive plan. Fully converted shares   374,515     Shares repurchased with proceeds from exercises (29,990) Assuming shares are repurchased with proceeds from the warrant and option exercises at $12 per share. Actual share repurchases would occur at then current market prices. Fully diluted shares outstanding (tresasury method)   344,525   Includes 10,647 of unvested shares Proceeds Upon Exercise         Warrants $ 334,420 Options   25,460     Total Cash Proceeds $ 359,879

XML

Cover	Sep. 01, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 01, 2021
Entity File Number	001-39272
Entity Registrant Name	E2open Parent Holdings, Inc.
Entity Central Index Key	0001800347
Entity Tax Identification Number	86-1874570
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9600 Great Hills Trail, Suite 300E
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78759
City Area Code	866
Local Phone Number	432-6736
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ETWO
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A Common Stock    at an exercise price of $11.50
Trading Symbol	ETWO-WT
Security Exchange Name	NYSE