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): January 10, 2023

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))

Securities registered pursuant to Section 12(b) of the 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

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. ☐

Item 7.01 Regulation FD Disclosures.

From time to time, E2open Parent Holdings, Inc. presents and/or distributes presentations to the investment community to provide updates and summaries of its business. On January 10, 2023, an investor presentation attached hereto as Exhibit 99.1 and incorporated by reference was posted to the Investor Relations section of the Company's website at www.e2open.com. This investor presentation will be used by members of management at investor conferences and various interactions with the investment community.

The information in 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 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.

(d)Exhibits.

Exhibit Number		Description
99.1*	—	Investor Overview Presentation, dated January 2023
104	—	Cover Page Interactive Data File (formatted in Inline XBRL)

* 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: January 10, 2023	By:	/s/ Laura L. Fese
		Laura L. Fese
		Executive Vice President and General Counsel

3

EX-99.1

January 2023 Investor Overview

January 10, 2023 Disclaimer Forward Looking Statements This presentation contains forward-looking statements including, but not limited to, statements regarding our short-term and long-term financial targets, expectations and objectives; business outlook, opportunities and strategies; customer demand and market expansion; strategies related to our products and technology; industry growth rates; software trends; planned acquisitions and buybacks; and the continued impact of the COVID-19 pandemic. These statements involve risks, uncertainties and other factors that could cause our actual results, time frames or achievements to differ materially from those expressed or implied in our forward-looking statements. Such risks, uncertainties and factors include, but are not limited to: risks from the recessionary business environment, inflation, operations and financial condition; risks and compliance obligations relating to the global nature of our operations; macroeconomic conditions and uncertainty in the global economy; fluctuation of our operating results; the ability to integrate acquisitions, including BluJay Solutions and Logistyx; and more. Additional information on potential risks, uncertainties and other factors that could affect our results is included in filings we make with the Securities and Exchange Commission from time to time, including in the section entitled "Risk Factors" in our Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q. We undertake no duty, and do not intend, to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law. Non-GAAP Financial Measures This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited to, Pro Forma Adjusted EBITDA and certain ratios and other metrics derived therefrom. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that our presentation of these measures may not be comparable to similarly-titled measures used by other companies. We believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. We believe that the use of these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing our financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes were presented on each page of this presentation. This presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, we are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking non-GAAP financial measures is included.

BusinessOverview

Our Mission Build the most comprehensive and capable end-to-end global supply chain software ecosystem combining networks, data and applications to deliver enduring customer value E2open is a connected supply chain software platform that enables the world’s largest companies to transform the way they make, move, and sell goods and services 

(1) FY23 full year guidance mid-point as of January 9, 2023 (2) FY22 pro forma to FY23 guidance midpoint constant currency organic growth  (3) Includes $20M of previously announced investment spend $658M FY23 Total Revenue(1) ~4,000 Global Employees 10% FY23 Subscription Revenue Growth(2) $220M FY23  Adjusted EBITDA(1,3) 33–34% Adjusted EBITDA margin Largest cloud software platform for supply chain © e2open LLC 2023. All Rights Reserved. Confidential Rule Of 40+ Business

The Supply Chain Platform Built for the Digital Economy Demand Planning Global Trade Logistics Supply Manage partners, incentive programs, channel inventory and retail promotions with decision-grade data and proven AI technology Leverage current, comprehensive data for cross-border transactions. Reduce risk of non-compliance, avoiding delays at the border, criminal liability and fines Manage every aspect of transportation planning, optimization, booking, shipment tracking and payments Automate and collaborate directly with suppliers and contract manufacturers—and their suppliers  The Connected Supply Chain Platform AI Driven Applications - Unified Decision Making - Single Pane of Glass E2net Open Partner Network © e2open LLC 2023. All Rights Reserved. Confidential Scenario-based planning and execution capabilities. Balance demand,  supply, inventory and financial targets

Four Ecosystems   |   420,000 Connected Enterprises    |   13.5B Transactions Annually Demand Ecosystem 750K active channel partners 935M annual channel sales transactions $7B incentives managed Global Trade Ecosystem 28M annual export sales order lines 58B annual restricted party list screenings 226 countries, territories, jurisdictions covered Supply Ecosystem 150M annual orders 57M annual shipments 25M annual invoices Logistics Ecosystem $22B annual TMS freight spend 23% of global ocean bookings 71M containers tracked The Connected Supply Chain Platform E2net Open Partner Network The World’s Largest Network of Interconnected Partners © e2open LLC 2023. All Rights Reserved. Confidential

Providing clients tangible benefits “Once you can see the shipments moving in transit, you can predict any late shipments and adjust. NCR will see a seven-figure benefit from the implementation; it has added definite value for us.” Director, Global Logistics Sourcing, NCR “Centralizing and automating our export control processes, and particularly our trade compliance, not only reduces risk for Sandvik, but opens new opportunities to do more business worldwide.” Manager Group Function, Trade Compliance, Sandvik “Having visibility to the supply chain gives us and our suppliers the ability to plan its capacity, its resources, its material; it really helps with cost as well to have it all tied together.” Vice President, Industrial Systems. L’Oreal “Working with E2open enables us to better fulfill short supplier lead times, reduce inventory levels, and dramatically improve inventory turns—all while lowering the total cost of ownership to our customers.” CPO and EVP, Supply Chain Solutions, Celestica © e2open LLC 2023. All Rights Reserved. Confidential

15 Years  Average Client Tenure(1) 3 Years  Average Client Contract ~650 Large Enterprise Clients(2) ~ 108% Net Client Retention(3) (1) Average customer tenure based on weighted ARR; top 100 clients (2) Large Enterprise Customers defined as >$1B revenue and > $50K ARR (3) TTM revenue retention as of 2/28/2022   Strong Client Traction and Value Creation © e2open LLC 2023. All Rights Reserved. Confidential

Balanced and Diverse Customer Base (1) Consumer: Includes CPG, Apparel, Footwear and Retail.  (2) Industrial: Includes Aerospace & Defense / Automotive.  (3) Other: Includes Agriculture, Business and Financial Services, Education, Medical devices, Oil & Gas, Non-profit and Pharma and Biotech. Data as of 12/22/2022 © e2open LLC 2023. All Rights Reserved. Confidential Technology Transportation Consumer Industrial Other % Total Customer Count by Industry Technology Transportation Consumer Industrial Other % Total Customers by ARR (1) (1) (2) (2) (3) (3)

Growth Through Partnerships Market Expansion System Integrators & BPO Technology & Content © e2open LLC 2023. All Rights Reserved. Confidential

FY 2016 ~$74M Rev  Negative EBITDA ~50% GM ~(5%) Organic Growth Today – FY2023E(1) $658M Rev $220M Adj EBITDA 69% GM 10%+ Organic Subs Growth 2015 New Management Team / New DirectionJuly 2015 2016 CPG Demand SensingMarch 2016 Retail Demand Signal RepositoriesJune 2016 2017 Sales & Operations PlanningFebruary 2017 Indirect Sales Channel VisibilityNovember 2017 Sales Channel PerformanceDecember 2017 2018 Cloud-based TMSOctober 2018 Ocean Shipping Network November 2018 2019 Channel Marketing AutomationJune 2019 Global Trade NetworkMay 2019 2021 Global Transportation ManagementSeptember 2021 2022 Multi-Carrier E-Commerce Shipping March 2022 (1) Based on FY2023 full year guidance mid-point ; constant currency growth rates (2) FY16 to FY23 guidance midpoint Organic Growth Acceleration and Strategic M&A Lead to Nearly 10X Revenue Scale and $220M EBITDA Run Rate in 7 Years  © e2open LLC 2023. All Rights Reserved. Confidential ~37% Revenue CAGR(2)

ESG at e2open Minimize the impact of our own activities and supply chain with a focus on renewables, carbon emissions reduction toward net zero, and reducing waste  Promote environmental stewardship through the conservation of natural resources and organizational activities Champion diversity, equity, and inclusion through focused recruiting and retention efforts, employee resource groups, training, and awareness activities  Build a culture that enables talented individuals to meet their full potential through training and development, employee recognition, and increased engagement Support and help communities thrive through philanthropic and volunteer activities Leverage innovation and technology to enable world-class supply chain efficiencies that reduce emissions and waste, conserve natural resources, and improve lifecycle management  Respect human rights and be an advocate for them in the supply chain Protect and secure data and infrastructure Improved accountability and transparency   Maintain high ethical standards at all times Integrate ESG elements into business strategyfor continued growth Planet People Platform Policy E2open is committed to unifying and optimizing global supply chains through technology and collective actions that improve quality of life, enrich outcomes, and drive meaningful change.  © e2open LLC 2023. All Rights Reserved. Confidential 13

Corporate Culture Powered by People with Purpose Charitable Contributions Employee Giving Volunteerism Mentorship Professional Organizations Community Learning hub with 800+ courses covering: Information Security/Data Security Human Resources Ethics and Legal Business Skills and Leadership Role Training Solutions Training & Development Quarterly Town Hall/Surveys Diversity, Equity and Inclusion Groups Manager and Employee Feedback Program Employee Engagement Annual e2opennovation competition Move the needle: Advances our 3-year strategic plan Hidden gems: Showcases work over the past year that elevates e2open and our clients  Innovation

The Opportunity  DRAFT

Disparate Systems Disparate Data Point Solutions Misaligned priorities leading disconnected and uniformed decision making A series of hasty decisions and delayed responses resulting in poor outcomes Unified supply chain technology platform and interconnected partner network Timely, accurate, and complete data enabling decision grade insight and information Real-time decision making capabilities and automated responses Business transformation and a supply chain working together as one Disconnected processes, systems, applications and data Late, inaccurate and incomplete data leading to indecision Integrated Connected Decisions Proactive Harmonized NOT Integrated E2open uniquely positioned to solve increasingly complex supply chain challenges Poor Data Siloed Decisions Reactive FROM TO Structural Challengesof Today’s Supply Chains The Modern Supply Chain © e2open LLC 2023. All Rights Reserved. Confidential

$54B Total Addressable Market(1) $1B Existing Customer White Space(2)  This challenge has created a large untapped market (1) $54B+ TAM includes only the company’s current core markets of North America and Europe. $45B of TAM is based on bottoms-up build by industry, company size and level of supply chain complexity plus an estimated $9B from middle market customers related to BluJay Solutions. (2) Excludes customers with less than $50K ARR © e2open LLC 2023. All Rights Reserved. Confidential

Anaplan Coupa Dassault o9 Solutions Wolters Kluwer 3T Logistics Alpega Group C.H. Robinson Shipwell Transplace One Network OpenText Pagero Siemens TrueCommerce Blue Yonder Manhattan Oracle SAP Infor Planning1 Execution2 Multi-enterprise Networks3 Kinaxis  Gartner Magic Quadrant for Supply Chain Planning​  Gartner Magic Quadrant for Transportation Management Systems​  Gartner Magic Quadrant for Multi-enterprise Supply Chain Business Networks​ Most Planning or Execution vendors lack a Network Planning or Execution vendors typically operate within an industry niche Network players cannot match the industry process breadth and connectivity complexity ability of e2net Competitors deliver point solutions without real-time access to data Multi-tier, Multi-enterprise connections for timely data End-to-end AI/ML-enabled algorithmic applications for holistic decisions Permissioned collaborative platform for all participants across the entire supply chain E2open is the Only Platform Combining End-to-End Applications With the Largest Network, Producing Decision-Grade Data The only network with planning and execution capabilities © e2open LLC 2023. All Rights Reserved. Confidential

FinancialHighlights

Note: FY2022 Non-GAAP metrics as reported Q4'22 Non-GAAP Revenue Non-GAAP Gross Margin 34% Adjusted EBITDA Margin 81%Subscription 19%Services FY'22 Financial Highlights © e2open LLC 2023. All Rights Reserved. Confidential 71.8%

Long-term Target Model (1) Excluding M&A or one time capex Long-term targets as of Fiscal-year end 2022 12%+ Revenue Growth Non-GAAP GROSS PROFIT MARGIN 70%’s MID Mid 30’s%+ Adjusted EBITDA Margin 5-6% CAPEX as a % of Revenue(1) © e2open LLC 2023. All Rights Reserved. Confidential

Appendix

January 10, 2023 Fiscal Year 2022 Pro Forma Revenue Reconciliation ($ in millions)  FY2022(3) FY2021(1) Total GAAP Revenue  $425.6  $330.0  Deferred revenue purchase accounting adjustment (2)  53.6  7.8  BluJay pre-acquisition revenue  - 93.3  Total non-GAAP revenue  $479.1  $431.1  GAAP Subscription Revenue  $335.5  $273.8  Deferred revenue purchase accounting adjustment (2)  53.6  7.8  BluJay pre-acquisition revenue  - 72.8  Non-GAAP subscription revenue $389.0  $354.4  GAAP Professional Services and Other Revenue  $90.0  $56.2  BluJay pre-acquisition revenue  - 20.5  Non-GAAP professional services and other revenue  $90.0  $76.7  (1) Non-GAAP proforma inclusive of BluJay, as if acquired on September 1, 2020.  (2) Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting for the business combination as required by GAAP.  (3) Non-GAAP as reported Q4'22. Does not include Logistyx.

January 10, 2023 Fiscal Year 2022 Pro Forma Gross Profit Reconciliation ($ in millions)​ FY 2022​(5) FY 2021​(1) GAAP Gross profit​ $202.6​ $198.8​   Deferred revenue purchase accounting adjustment(2) 53.6​ 7.8​   Depreciation expenses​ 11.1​ 6.9​   Amortization of intangible assets​ 73.8​ 23.0​   Share-based compensation(3) 1.3​ 3.9​   Non-recurring/non-operating costs(4) 1.6​ 0.4​ Non-GAAP gross profit​ $344.0​ $240.8​   Pre-Acquisition gross profit​ -​ 61.5​ Total Non-GAAP gross profit $344.0​ $302.3​ Non-GAAP Gross Margin %​ 71.8%​ 70.1%​ (1) Non-GAAP proforma inclusive of BluJay, as if acquired on September 1, 2020.  (2) Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting for the business combination as required by GAAP.  (3)  Reflects non-cash, long-term share-based and unit-based compensation expense, primarily related to senior management.  (4) Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations,legal entity simplification and advisory fees. (5) Non-GAAP as reported Q4'22.  Does not include Logistyx.

January 10, 2023 Fiscal Year 2022 Pro Forma Adjusted EBITDA Reconciliation ($ in millions)​ FY 2022​(10) FY 2021​(1) Net income (loss)  $(189.9)  $(35.1)  Interest expense, net  32.6  67.1  Income tax benefit  (30.1)  (7.3)  Depreciation and amortization  142.6  69.6  EBITDA  $(44.7)  $94.4  Deferred revenue purchase accounting adjustment (2)  53.6  7.8  Share-based compensation (3)  11.3  41.1  Non-recurring/non-operating costs (4)  9.7  4.4  Acquisition-related adjustments (5)  64.4  18.7  Change in tax receivable agreement liability (6)  0.2  -  Change in fair value of warrant liability (7)  (1.6)  (23.2)  Change in fair value of contingent consideration (8)  69.8  (33.7)  Adjusted EBITDA  $162.5  $109.5  BluJay pre-acquisition EBITDA and other (9)  - 34.2  Total adjusted EBITDA  $162.5  $143.7  Adjusted EBITDA Margin %  33.9%  33.3%  (1) Non-GAAP proforma inclusive of BluJay, as if acquired on September 1, 2020. (2) Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting for the business combination as required by GAAP. (3) Reflects non-cash, long-term share-based and unit-based compensation expense, primarily related to senior management.  (4)Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.  (5) Primarily includes advisory, consulting, accounting and legal expenses incurred in connection with mergers and acquisitions activities, including related valuation, negotiation and integration costs and capital-raising activities, including costs related to the Business Combination.   (6) Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest. (7) Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward purchase warrants. (8) Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-1 and B-2 common stock and Sponsor Side Letter. (9) Includes Revenue and Adjusted EBITDA for BluJay Solutions for the pre-acquisition periods, as well as an adjustment for deferred commissions for adoption of ASC 606.  (10) Non-GAAP as reported Q4'22.  Does not include Logistyx.

XML

Cover	Jan. 10, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2023
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
Entity Address, Address Line Two	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	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