424B3 1 tm2034650-10_424b3.htm 424B3 tm2034650-10_424b3 - none - 129.209063s
  Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-249953
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF CC NEUBERGER PRINCIPAL HOLDINGS I
PROSPECTUS FOR
80,830,000 SHARES OF CLASS A COMMON STOCK, 2,500,000 SHARES OF SERIES B-1 COMMON STOCK AND 24,080,000 WARRANTS OF CC NEUBERGER PRINCIPAL HOLDINGS I (WHICH, AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE,
WILL BE RENAMED E2OPEN PARENT HOLDINGS, INC. IN CONNECTION
WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)
The board of directors of CC Neuberger Principal Holdings I, a Cayman Islands exempted company (“CCNB1”), has unanimously approved (i) the domestication of CCNB1 as a Delaware corporation (the “Domestication”); (ii) the acquisition of majority interest of E2open Holdings, LLC (“E2open Holdings”), the parent of E2open, LLC, by CCNB1 through a series of mergers, with E2open Holdings becoming a direct subsidiary of the Company as a result thereof (the “Business Combination”); and (iii) the other transactions contemplated by the Business Combination Agreement, dated as of October 14, 2020 (as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among CCNB1, Sonar Merger Sub I, LLC, a Delaware limited liability company (“Blocker Merger Sub 1”), Sonar Merger Sub II, LLC, a Delaware limited liability company (“Blocker Merger Sub 2”), Sonar Merger Sub III, LLC, a Delaware limited liability company (“Blocker Merger Sub 3”), Sonar Merger Sub IV, LLC, a Delaware limited liability company (“Blocker Merger Sub 4”), Sonar Merger Sub V, LLC, a Delaware limited liability company (“Blocker Merger Sub 5”), Sonar Merger Sub VI, LLC, a Delaware limited liability company (“Blocker Merger Sub 6,” and together with Blocker Merger Sub 1, Blocker Merger Sub 2, Blocker Merger Sub 3, Blocker Merger Sub 4 and Blocker Merger Sub 5, the “Blocker Merger Subs”), Insight (Cayman) IX Eagle Blocker, LLC, a Delaware limited liability company (“Insight Cayman Blocker”), Insight (Delaware) IX Eagle Blocker, LLC, a Delaware limited liability company (“Insight Delaware Blocker”), Insight GBCF (Cayman) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF Cayman Blocker”), Insight GBCF (Delaware) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF Delaware Blocker”), Elliott Eagle JV LLC, a Delaware limited liability company (“Elliott Eagle Blocker”), Elliott Associates, L.P., a Cayman Islands limited partnership, Elliott International, L.P., a Delaware limited partnership, PDI III E2open Blocker Corp., a Delaware corporation (“PDI Blocker,” and together with Insight Cayman Blocker, Insight Delaware Blocker, Insight GBCF Cayman Blocker, Insight GBCF Delaware Blocker, and Elliott Eagle Blocker, the “Blockers”), Sonar Company Merger Sub, LLC, a Delaware limited liability company, E2open Holdings and Insight Venture Partners, LLC, a Delaware limited liability company, solely in its capacity as Representative of the E2open Sellers (as defined in the accompanying proxy statement/prospectus), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. As used in the accompanying proxy statement/prospectus, the “Company” refers to CCNB1 as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which, in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “E2open Parent Holdings, Inc.” As described in the accompanying proxy statement/prospectus, CCNB1’s shareholders are being asked to consider a vote upon (among other things) the Business Combination.
On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of CCNB1 (the “Class A ordinary shares”) will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”); (ii) the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statements on Form S-l (File Nos. 333-236974 and 333-237817) of CCNB1 will automatically become redeemable warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding public warrants as a result of the Domestication); (iii) each issued and outstanding unit of CCNB1 that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock; (iv) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CCNB1 (the “Class B ordinary shares”) will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Class A common stock, other than an aggregate of 2,500,000 Class B ordinary shares that will automatically be converted into 2,500,000 shares of Series B-1 common stock, par value $0.0001 per share, of the Company pursuant to the Sponsor Side Letter Agreement entered into by CCNB1 and the Sponsor Parties (as defined in the accompanying proxy statement/prospectus); and (v) the issued and outstanding warrants of CCNB1 issued in a private placement will automatically become warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Domestication).
Accordingly, the accompanying prospectus covers 56,750,000 shares of Class A common stock (including shares issuable upon conversion of the Class B ordinary shares), 24,080,000 shares of Class A common stock issuable upon exercise of warrants, 2,500,000 shares of Series B-1 common stock and 24,080,000 warrants to acquire shares of Class A common stock.
CCNB1’s units, Class A ordinary shares and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “PCPL.U” “PCPL,” and “PCPL WS,” respectively. CCNB1 will apply for listing, to be effective at the time of the Business Combination, of the Company’s Class A common stock and warrants on the NYSE under the proposed symbols “ETWO” and “ETWO WS,” respectively.
The accompanying proxy statement/prospectus provides shareholders of CCNB1 with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of CCNB1. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 79 of the accompanying proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, 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/prospectus is dated January 12, 2021
and is first being mailed to CCNB1’s shareholders on or about January 12, 2021.

 
CC NEUBERGER PRINCIPAL HOLDINGS I
A Cayman Islands Exempted Company
(Company Number 359073)
200 Park Avenue, 58th Floor
New York, New York 10166
To the Shareholders of CC Neuberger Principal Holdings I:
You are cordially invited to attend the extraordinary general meeting in lieu of the general annual meeting (the “Shareholders Meeting”) of CC Neuberger Principal Holdings I, a Cayman Islands exempted company (“CCNB1” and, after the Domestication as described below, the “Company”), at 9:00 a.m., Eastern Time, on February 2, 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 shareholders 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 planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
At the Shareholders Meeting, shareholders of CCNB1 will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Business Combination Agreement, dated as of October 14, 2020 (the “Business Combination Agreement”), by and among CCNB1, Sonar Merger Sub I, LLC, a Delaware limited liability company (“Blocker Merger Sub 1”), Sonar Merger Sub II, LLC, a Delaware limited liability company (“Blocker Merger Sub 2”), Sonar Merger Sub III, LLC, a Delaware limited liability company (“Blocker Merger Sub 3”), Sonar Merger Sub IV, LLC, a Delaware limited liability company (“Blocker Merger Sub 4”), Sonar Merger Sub V, LLC, a Delaware limited liability company (“Blocker Merger Sub 5”), Sonar Merger Sub VI, LLC, a Delaware limited liability company (“Blocker Merger Sub 6,” and together with Blocker Merger Sub 1, Blocker Merger Sub 2, Blocker Merger Sub 3, Blocker Merger Sub 4 and Blocker Merger Sub 5, the “Blocker Merger Subs”), Insight (Cayman) IX Eagle Blocker, LLC, a Delaware limited liability company (“Insight Cayman Blocker”), Insight (Delaware) IX Eagle Blocker, LLC, a Delaware limited liability company (“Insight Delaware Blocker”), Insight GBCF (Cayman) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF Cayman Blocker”), Insight GBCF (Delaware) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF Delaware Blocker”), Elliott Eagle JV LLC, a Delaware limited liability company (“Elliott Eagle Blocker”), Elliott Associates, L.P., a Cayman Islands limited partnership, Elliott International, L.P., a Delaware limited partnership, PDI III E2open Blocker Corp., a Delaware corporation (“PDI Blocker,” and together with Insight Cayman Blocker, Insight Delaware Blocker, Insight GBCF Cayman Blocker, Insight GBCF Delaware Blocker, and Elliott Eagle Blocker, the “Blockers”), Sonar Company Merger Sub, LLC, a Delaware limited liability company, E2open Holdings, LLC, a Delaware limited liability company (“E2open Holdings”), and Insight Venture Partners, LLC, a Delaware limited liability company, solely in its capacity as Representative of the E2open Sellers (as defined in the accompanying proxy statement/prospectus), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, following the Domestication of CCNB1 to the State of Delaware as described below, CCNB1 will acquire a majority interest in E2open Holdings, the parent of E2open, LLC, through a series of mergers, with E2open Holdings becoming a direct subsidiary of the Company as a result thereof (the “Business Combination”).
As a condition to closing the Business Combination (the “Closing”), the board of directors of CCNB1 has unanimously approved, and shareholders of CCNB1 are being asked to consider and vote upon a proposal to approve (the “Domestication Proposal”), a change of CCNB1’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). As used herein,
 

 
the “Company” refers to CCNB1 as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which, in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “E2open Parent Holdings, Inc.”
On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of CCNB1 (the “Class A ordinary shares”) will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”); (ii) the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statements on Form S-l (File Nos. 333-236974 and 333-237817) of CCNB1 (the “IPO registration statement”) will automatically become redeemable warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding public warrants as a result of the Domestication); (iii) each issued and outstanding unit of CCNB1 that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock; (iv) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CCNB1 (the “Class B ordinary shares”) will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into one share of Class A common stock, other than an aggregate of 2,500,000 Class B ordinary shares that will automatically be converted into 2,500,000 shares (the “Restricted Sponsor Shares”) of Series B-1 common stock, par value $0.0001 per share, of the Company pursuant to that certain sponsor side letter agreement, dated as of October 14, 2020, by and among the Sponsor, the Founder Holders, and CCNB1 Independent Directors (each as defined in the accompanying proxy statement/prospectus) and CCNB1, a copy of which is attached as Annex B (the “Sponsor Side Letter Agreement”); and (v) the issued and outstanding warrants of CCNB1 issued in a private placement will automatically become warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Domestication). As used herein, “Public Shares” shall mean the Class A ordinary shares and “Public Warrants” shall mean the redeemable warrants to acquire Class A ordinary shares, in each case, that were registered pursuant to the IPO registration statement and the shares of the Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Shareholder Proposal 1: The Domestication Proposal.”
As conditions to closing the Business Combination, you will also be asked to consider and vote upon (i) a proposal to approve and adopt the proposed Certificate of Incorporation (as defined below) upon the Domestication (the “Charter Proposal”); and (ii) a proposal approving the issuance of shares of Class A common stock, and securities convertible into or exchangeable for Class A common stock, in connection with the Business Combination, the PIPE Investment (as defined in the accompanying proxy statement/prospectus) the Backstop Agreement (as defined in the accompanying proxy statement/prospectus) and any Permitted Equity Financing (as defined in the accompanying proxy statement/prospectus) pursuant to NYSE Listing Rule 312.03 (the “NYSE Proposal”). The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other.
In addition, you will be asked to consider and vote upon (i) a proposal to approve and adopt the Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus (the “Equity Incentive Plan Proposal”); (ii) on a non-binding advisory basis, certain material differences between CCNB1’s existing amended and restated memorandum and articles of association (the “Existing Organizational Documents”) and the proposed new certificate of incorporation (the “Certificate of Incorporation”) and bylaws of the Company upon the Domestication (the “Organizational Documents Proposals”); and (iii) a proposal to approve the adjournment of the extraordinary general 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 Shareholders Meeting (the “Adjournment Proposal”). The Equity Incentive Plan Proposal and the Organizational Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not
 

 
conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully in its entirety.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) the Blocker Sellers and the Vested Optionholders (each as defined in the accompanying proxy statement/prospectus) will receive a combination of (1) shares of Class A common stock, (2) shares of Series B-1 common stock, par value $0.0001 per share (the “Series B-1 common stock”), (3) shares of Series B-2 common stock, par value $0.0001 per share (the “Series B-2 common stock” and, together with the Series B-1 common stock, the “Class B common stock”) and (4) cash; (ii) the Flow-Through Sellers (as defined in the accompanying proxy statement/prospectus) will receive combination of (1) common units representing limited liability company interests of E2open Holdings (“Common Units”), (2) shares of Class V common stock, par value $0.0001 per share, of the Company (the “Class V common stock”), (3) a number of Series 1 restricted common units of E2open Holdings (“Series 1 RCUs”), (4) a number of Series 2 restricted common units of E2open Holdings (“Series 2 RCUs” and together with the Series 1 RCUs, the “Restricted Common Units”) and (5) cash; and (iii) the Unvested Optionholders (as defined herein) will receive a combination of (1) awards of restricted share units representing the right to receive shares of Class A common stock upon satisfaction of applicable vesting conditions (the “Restricted Share Units”), (2) shares of Series B-1 common stock and (3) shares of Series B-2 common stock, each of which will be subject to the same vesting terms as were applicable to the unvested E2open options held by such Unvested Optionholder prior to the Business Combination. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.”
Following the completion of the Business Combination, as described below, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or Up-C) structure. This organizational structure will allow the Flow-Through Sellers (as defined in the accompanying proxy statement/prospectus) to retain their equity ownership in E2open Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes. The Company will acquire (i) Common Units, which will be equal to (A) the number of shares of Class A common stock issued and outstanding immediately prior to the Business Combination (after giving effect to the Domestication), plus (B) the 12,850,000 shares of Class A common stock that will be issued upon the conversion of the Class B ordinary shares, plus (C) the 89,500,000 shares of Class A common stock issued, in the aggregate, to the PIPE Investors (as defined herein) and NBOKS (as defined herein) pursuant to the Forward Purchase Agreement (as defined herein), plus (D) the aggregate number shares of Class A common stock issued to the Blocker Sellers and the Vested Optionholders, plus (E) the aggregate number of shares of Class A common stock underlying the Restricted Share Units issued to the Unvested Optionholders; provided, that, such amount will be reduced on a one-to-one basis for each share of Class A common stock redeemed for which a new share of Class A common stock is not sold pursuant to the Backstop Agreement or a Permitted Equity Financing, and (ii) Restricted Common Units, which will be equal to (A) the 2,500,000 Restricted Sponsor Shares, plus (B) the aggregate number of shares of Series B-1 common stock issued to the Blocker Sellers, the Vested Optionholders and the Unvested Optionholders. In addition, following the completion of the Business Combination, management of the business and affairs of E2open will be vested in the Company. The Restricted Sponsor Shares (along with all other shares of Series B-1 common stock) will automatically convert into shares of Class A common stock upon the 5-day VWAP (as defined in the accompanying proxy statement/prospectus) of the Class A common stock being at least $13.50 per share (subject to adjustment). The shares of Series B-2 common stock will automatically convert into shares of Class A common stock upon the 20-day VWAP (as defined in the accompanying proxy statement/prospectus) of the Class A common stock being at least $15.00 per share (subject to adjustment). Upon conversion of the Restricted Sponsor Shares, the holder of each such Restricted Sponsor Share will be entitled to receive a payment equal to the amount of dividends declared on a share of Class A common stock beginning at Closing and ending on the day before the date such Restricted Sponsor Share converts into a share of Class A common stock. If any of the Restricted Sponsor Shares do not convert prior to the 10-year anniversary of the Closing Date, such Restricted Sponsor Shares will be canceled for no consideration, and will not be entitled to receive any Catch-Up Payment (as defined in the accompanying proxy statement/prospectus) in respect of such Restricted Sponsor Shares. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Sponsor Side Letter.
 

 
In addition, in connection with the IPO, CCNB1 entered into that certain Forward Purchase Agreement, dated April 28, 2020 (the “Forward Purchase Agreement”), with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), which provides for the purchase of up to 20,000,000 Class A ordinary shares (the “Forward Purchase Shares”), plus 5,000,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for a purchase price of $200,000,000 or $10.00 per Class A ordinary share (the “Maximum Forward Purchase Amount”), in a private placement to close concurrently with the closing of CCNB1’s initial business combination (which will be the Business Combination should it occur). In connection with the Business Combination Agreement, NBOKS and CCNB1 entered into a letter agreement (the “FPA Side Letter”), attached as Annex C to this proxy statement/prospectus, whereby NBOKS confirmed the allocation to CCNB1 of the Maximum Forward Purchase Amount and that it would subscribe for the Forward Purchase Shares in connection with the Business Combination. The Forward Purchase will be made regardless of whether any Class A ordinary shares are redeemed by CCNB1’s public shareholders. The Forward Purchase Securities will be issued only in connection with the Closing. The proceeds from the sale of Forward Purchase Securities will be part of the consideration payable under the Business Combination Agreement. E2open Holdings is a third party beneficiary of CCNB1’s rights to enforce NBOKS’ obligation to fund pursuant to the Forward Purchase Agreement, subject to the terms and conditions set forth therein.
Concurrently with the execution of the Business Combination Agreement, CCNB1 also entered into that certain Backstop Facility Agreement (the “Backstop Agreement”) with NBOKS, in the form attached as Annex D to the accompanying proxy statement/prospectus, pursuant to which NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS on a first come first serve basis, allocate up to an aggregate of $300,000,000 to subscribe for shares of Class A common stock at $10.00 per share in connection with the Business Combination (the “Backstop Amount”), which amount shall not exceed the number of shares of CCNB1 subject to redemption (the “Backstop”). Under the Backstop Agreement, CCNB1 and NBOKS made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Backstop Agreement will not survive the consummation of the Backstop. The consummation of the Backstop is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation, the Closing, and will be consummated simultaneously with the Closing. The Backstop Agreement will terminate automatically upon the termination of the Business Combination Agreement or otherwise in accordance with its terms. E2open Holdings is a third party beneficiary of CCNB1’s rights to enforce NBOKS’ obligation to fund pursuant to the Backstop Agreement, subject to the terms and conditions set forth therein.
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing Date, including the Third Amended and Restated Limited Liability Company Agreement, the Tax Receivable Agreement and the Investor Rights Agreement (each as defined in the accompanying proxy statement/prospectus). The Third Amended and Restated Limited Liability Company Agreement will provide unitholders in E2open Holdings the right to exchange Common Units, together with the cancellation of an equal number of shares of Class V common stock in the Company, for an equal number of shares of Class A common stock, subject to certain restrictions set forth therein. The Restricted Common Units held by unitholders in E2open Holdings will be subject to vesting conditions set forth in the Third Amended and Restated Limited Liability Company Agreement (described under the heading “Shareholder Proposal 2: The Business Combination Proposal — Third Amended and Restated Limited Liability Company Agreement”) and will not be exchangeable for Class A common stock or entitled to receive distributions from E2open Holdings (subject to payment of a distribution catch-up amount, if and when vested) until such units vest in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement.
Pursuant to the Existing Organizational Documents, a Public Shareholder may request that CCNB1 redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising Redemption Right (as defined in the accompanying proxy statement/prospectus) with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying
 

 
Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (the “Transfer Agent”), CCNB1’s transfer agent, directly and instruct it to do so. The Redemption Right (as defined in the accompanying proxy statement/prospectus) includes the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public Shareholders may elect to redeem Public Shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its Redemption Right (as defined in the accompanying proxy statement/prospectus) with respect to all or a portion of the Public Shares that it holds and timely delivers its shares to the Transfer Agent, the Company will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established by CCNB1 pursuant to that certain trust agreement, dated April 28, 2020, established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of January 11, 2021, this would have amounted to approximately $10.00 per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Right (as defined in the accompanying proxy statement/prospectus) in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption takes place following the Domestication and accordingly it is shares of Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “Shareholders Meeting — Redemption Right” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The holders of Class B ordinary shares have agreed to vote all of their ordinary shares in favor of the proposals being presented at the Shareholders Meeting and waive their Redemption Right (as defined in the accompanying proxy statement/prospectus) with respect to such ordinary shares in connection with the consummation of the Business Combination. The Class B ordinary shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the holders of Class B ordinary shares own approximately 27.0% of the issued and outstanding ordinary shares.
The Business Combination Agreement provides that the obligations of E2open Holdings and the Blockers’ to consummate the Business Combination is conditioned on, among other things, an aggregate amount equal to the sum of (without duplication) the cash proceeds from the Trust Account, net of any amounts paid to CCNB1’s shareholders that exercise their redemption rights in connection with the Business Combination, plus the PIPE Investment, plus $200,000,000 pursuant to the Forward Purchase Agreement, as amended by the FPA Side Letter, plus (i) any amount raised pursuant to Permitted Equity Financings prior to Closing and (ii) any amount funded pursuant to the Backstop Agreement (which will not, in the case of these clauses (i) and (ii), exceed $300,000,000 in the aggregate) (collectively, “Available Closing Date Equity”) being equal to or greater than (b) $1,020,000,000 at the consummation of the Business Combination, less the amount of certain transaction expenses, to the extent less than an agreed upon cap, if any (collectively, “Minimum Cash Amount,” and such condition, the “Minimum Cash Condition”). If this Minimum Cash Condition is not met, and such condition is not waived by the E2open Holdings and the Blockers, then the Business Combination Agreement may be terminated and the proposed Business Combination may not be consummated. The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that any party to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will CCNB1 redeem Public Shares in an amount that would cause CCNB1’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
 

 
In connection with the signing of the Business Combination Agreement, CCNB1 entered into subscription agreements (the “Subscription Agreements”) with certain investors, including equityholders of CCNB1 and E2open Holdings (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and CCNB1 agreed to issue and sell to such investors, on the Closing Date, an aggregate of 69,500,000 shares of Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $695,000,000.
CCNB1 is providing the accompanying proxy statement/prospectus and accompanying proxy card to CCNB1’s shareholders in connection with the solicitation of proxies to be voted at the Shareholders Meeting and at any adjournments of the extraordinary meeting. Information about the Shareholders Meeting, the Business Combination and other related business to be considered by CCNB1’s shareholders at the Shareholders Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholders Meeting, all of CCNB1’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 74 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of CCNB1 has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to CCNB1’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of CCNB1, you should keep in mind that CCNB1’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of CCNB1’s Directors and Officers and Others in the Business Combinationin the accompanying proxy statement/prospectus for a further discussion of these considerations.
The Business Combination Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Proposals, the NYSE Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the CCNB1 ordinary shares as of the Record Date (as defined in the accompanying proxy statement/prospectus) that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Charter Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the CCNB1 ordinary shares as of the Record Date (as defined in the accompanying proxy statement/prospectus) that are present and vote at the Shareholders Meeting. If any of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal or the NYSE Proposal fail to receive the required approval by the shareholders of CCNB1 at the Shareholders Meeting, the Business Combination will not be completed.
Your vote is very important. Whether or not you plan to attend the Shareholders Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholders Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Equity Incentive Plan Proposal and the Organizational Documents Proposals, which will be voted upon on a non-binding advisory basis, are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting. If you are a shareholder of record and you attend the Shareholders Meeting and wish to vote in person, you may withdraw your proxy and vote in person (including by voting online at the meeting if the meeting is conducted virtually).
 

 
TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CCNB1’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDERS MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT.
On behalf of the board of directors of CCNB1, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
[MISSING IMAGE: sg_chinh-bw.jpg]
Chinh E. Chu, Director and Chief Executive Officer
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, 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/prospectus is dated January 12, 2021 and is first being mailed to shareholders on or about January 12, 2021.
 

 
ADDITIONAL INFORMATION
The accompanying document is the proxy statement of CCNB1 for the Shareholders Meeting and the prospectus for the securities of the continuing Delaware corporation following the Domestication. This registration statement and the accompanying proxy statement/prospectus is available without charge to shareholders of CCNB1 upon written or oral request. This document and other filings by CCNB1 with the SEC may be obtained by either written or oral request to CC Neuberger Principal Holdings I, 200 Park Avenue, 58th Floor, New York, New York 10166 or by telephone at (212) 355-5515.
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 Shareholder Proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, 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 PCPL.info@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 accompanying proxy statement/prospectus for further information.
Information contained on the CCNB1 website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus.
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholders Meeting, or no later than January 26, 2021.
 

 
CC NEUBERGER PRINCIPAL HOLDINGS I
A Cayman Islands Exempted Company
(Company Number 359073)
200 Park Avenue, 58th Floor, New York, New York 10166
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON FEBRUARY 2, 2021
TO THE SHAREHOLDERS OF CC NEUBERGER PRINCIPAL HOLDINGS I:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the annual general meeting (the “Shareholders Meeting”) of CC Neuberger Principal Holdings I, a Cayman Islands exempted company (“CCNB1” and, after the Domestication as described below, the “Company”), will be held at 9:00 a.m., Eastern Time, on February 2, 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 shareholders 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 planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the Securities and Exchange Commission as proxy material. You are cordially invited to attend the Shareholders Meeting, which will be held for the following purposes:
(1)
Proposal No. 1 — The Domestication Proposal — To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of CCNB1 by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected simultaneously with the Business Combination (as defined below) by CCNB1 filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, CCNB1 will become a Delaware corporation and will change its corporate name to “E2open Parent Holdings, Inc.” and all outstanding securities of CCNB1 will convert to outstanding securities of the Company, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The forms of the proposed Delaware Certificate of Incorporation and proposed Bylaws of the Company to become effective upon the Domestication, are attached to the accompanying proxy statement/prospectus as Annex E and Annex F, respectively.
(2)
Proposal No. 2 — The Business Combination Proposal — To consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated as of October 14, 2020 (as amended or supplemented from time to time, the “Business Combination Agreement”), by and among CCNB1, Sonar Merger Sub I, LLC, a Delaware limited liability company (“Blocker Merger Sub 1”), Sonar Merger Sub II, LLC, a Delaware limited liability company (“Blocker Merger Sub 2”), Sonar Merger Sub III, LLC, a Delaware limited liability company (“Blocker Merger Sub 3”), Sonar Merger Sub IV, LLC, a Delaware limited liability company (“Blocker Merger Sub 4”), Sonar Merger Sub V, LLC, a Delaware limited liability company (“Blocker Merger Sub 5”), Sonar Merger Sub VI, LLC, a Delaware limited liability company (together with Blocker Merger Sub 1, Blocker Merger Sub 2, Blocker Merger Sub 3, Blocker Merger Sub 4 and Blocker Merger Sub 5, the “Blocker Merger Subs”), Insight (Cayman) IX Eagle Blocker, LLC, a Delaware limited liability company (“Insight Cayman Blocker”), Insight (Delaware) IX Eagle Blocker, LLC, a Delaware limited liability company (“Insight Delaware Blocker”), Insight GBCF (Cayman) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF Cayman Blocker”), Insight GBCF (Delaware) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF
 

 
Delaware Blocker”), Elliott Eagle JV LLC, a Delaware limited liability company (“Elliott Eagle Blocker”), Elliott Associates, L.P., a Cayman Islands limited partnership (“EALP”), Elliott International, L.P., a Delaware limited partnership (“EILP”), PDI III E2open Blocker Corp., a Delaware corporation (“PDI Blocker,” and together with Insight Cayman Blocker, Insight Delaware Blocker, Insight GBCF Cayman Blocker, Insight GBCF Delaware Blocker, and Elliott Eagle Blocker, the “Blockers”), Sonar Company Merger Sub, LLC, a Delaware limited liability company, and Insight Venture Management, LLC, a Delaware limited liability company, solely in its capacity as Representative of the Blocker Owners and the Company Equityholders (each, as defined therein), and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”). Pursuant to the Business Combination Agreement, CCNB1 will acquire the majority of the company interests of E2open Holdings and simultaneously with such acquisition will change its name to “E2open Parent Holdings, Inc.,” with E2open Parent Holdings, Inc. continuing as the holding company of E2open subsequent to the Business Combination, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
(3)
Proposal No. 3 — The Equity Incentive Plan Proposal — To consider and vote upon the approval by ordinary resolution of the Equity Incentive Plan. We refer to this as the “Equity Incentive Plan Proposal.” A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex M.
(4)
Proposal No. 4 — The Charter Proposal — To consider and vote upon the approval by special resolution of the amendment and restatement of the Existing Organizational Documents (as defined herein) in their entirety by the proposed new certificate of incorporation (the “Certificate of Incorporation”) of the Company (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), including authorization of the change in authorized share capital as indicated therein and the change of name of CCNB1 to “E2open Parent Holdings, Inc.” in connection with the Business Combination. We refer to this as the “Charter Proposal.” A copy of the Certificate of Incorporation is attached to the accompanying proxy statement/prospectus as Annex E.
(5)
Proposal No. 5 — The Organizational Documents Proposals — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Certificate of Incorporation (collectively, the “Organizational Documents Proposals”), to approve by ordinary resolution the following material differences between the current amended and restated memorandum and articles of association of CCNB1 (the “Existing Organizational Documents”) and the Certificate of Incorporation and the proposed new bylaws (the “Bylaws” and, together with the Certificate of Incorporation, the “Proposed Organizational Documents”) of CCNB1:
(A)
Organizational Documents Proposal 5A — An amendment to change the authorized capital stock of CCNB1 from (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”), 9,000,000 shares of Series B-1 common stock, par value $0.0001 per share, of the Company (the “Series B-1 common stock”), 4,000,000 shares of Series B-2 common stock, par value $0.0001 per share, of the Company (the “Series B-2 common stock"), 40,000,000 shares of Class V common stock, par value $0.0001 per share, of the Company (the “Class V common stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (the “Preferred Stock”) (this proposal is referred to herein as “Organizational Documents Proposal 5A”);
(B)
Organizational Documents Proposal 5B — An amendment to authorize the Company Board to make future issuances of any or all shares of Preferred Stock in one or more classes or series,
 

 
with such terms and conditions as may be expressly determined by the Company Board and as may be permitted by the DGCL (this proposal is referred to herein as “Organizational Documents Proposal 5B”);
(C)
Organizational Documents Proposal 5C — An amendment to provide that certain provisions of the Certificate of Incorporation are subject to certain provisions of the Investor Rights Agreement (as defined below) (this proposal is referred to herein as “Organizational Documents Proposal 5C”);
(D)
Organizational Documents Proposal 5D — An amendment to remove the ability of the Company’s stockholders to take action by written consent in lieu of a meeting unless such action is recommended or approved by all directors then in office (this proposal is referred to herein as “Organizational Documents Proposal 5D”);
(E)
Organizational Documents Proposal 5E — An amendment to authorize the classification of the Company Board into three classes of directors with staggered three-year terms of office and make certain related changes (this proposal is referred to herein as “Organizational Documents Proposal 5E”);
(F)
Organizational Documents Proposal 5F —  An amendment to adopt Delaware as the exclusive forum for certain stockholder litigation (this proposal is referred to herein as “Organizational Documents Proposal 5F”); and
(G)
Organizational Documents Proposal 5G —  Certain other changes in connection with the replacement of Existing Organizational Documents with the Certificate of Incorporation and Bylaws to be adopted as part of the Domestication (copies of which are attached to the accompanying proxy statement/prospectus as Annex E and Annex F, respectively), including (1) changing the post-Business Combination corporate name from “CC Neuberger Principal Holdings I” to “E2open Parent Holdings, Inc.,” which is expected to occur after the Domestication in connection with the Business Combination, (2) making the Company’s corporate existence perpetual, (3) electing to not be governed by Section 203 of the DGCL but providing other restrictions regarding takeovers by interested stockholders, and (4) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the board of directors of CCNB1 believes are necessary to adequately address the needs of the Company after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal 5G”); and
(6)
Proposal No. 6 — The NYSE Proposal — To consider and vote upon a proposal by ordinary resolution to approve, for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of Class A common stock, and securities convertible into or exchangeable for Class A common stock, in connection with the Business Combination, the PIPE Investment, the Backstop Agreement, and any Permitted Equity Financing and shares of Class A common stock underlying Restricted Sponsor Shares (the “NYSE Proposal”).
(7)
Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal by ordinary resolution to approve the adjournment of the extraordinary general 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 extraordinary general meeting (this proposal is referred to herein as the “Adjournment Proposal”).
These Shareholder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ordinary shares of CCNB1 at the close of business on December 23, 2020 (the “Record Date”) are entitled to notice of the Shareholders Meeting and to vote and have their votes counted at the Shareholders Meeting and any adjournments of the Shareholders Meeting.
After careful consideration, the board of directors of CCNB1 has determined that the Shareholder Proposals are fair to and in the best interests of CCNB1 and its shareholders and unanimously recommends
 

 
that the holders of CCNB1’s ordinary shares entitled to vote with respect to each of the Shareholder Proposals, vote or give instruction to vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Charter Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the NYSE Proposal, and “FOR” the Adjournment Proposal.
The existence of any financial and personal interests of one or more of CCNB1’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 CCNB1 and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of CCNB1’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Existing Organizational Documents, a Public Shareholder may request that CCNB1 redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)
hold Public Shares, or if you hold Public Shares through units, you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption right with respect to the Public Shares;
(ii)
submit a written request to the Transfer Agent, in which you (a) request that the Company redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
(iii)
deliver your Public Shares to Continental Stock Transfer & Trust Company, CCNB1’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Public Shareholders may seek to have their Public Shares redeemed by CCNB1, regardless of whether they vote for or against the Business Combination Proposal or any other Shareholder Proposal and whether they held CCNB1 ordinary shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds ordinary shares of CCNB1 on or before January 29, 2021 (two business days before the Shareholders Meeting) will have the right to demand that his, her or its shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $414,050,661 on January 11, 2021 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the per share redemption price is expected to be approximately $10.00. A Public Shareholder who has properly tendered his, her or its Public Shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
CCNB1 shareholders who seek to redeem their Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on January 29, 2021 (two business days before the Shareholders Meeting) by (a) submitting a written request to the Transfer Agent that CCNB1 redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for Redemption if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to ordinary shares of CCNB1 and (c) delivering their ordinary shares, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“DWAC”), at the holder’s option, to the Transfer Agent prior to the Shareholders Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
 

 
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking its right to redeem with respect to 15% or more of CCNB1’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by CCNB1.
Pursuant to the Insider Letter Agreement (as defined in the accompanying proxy statement/prospectus), the Sponsor and CCNB1’s officers and directors have waived all of their right to redeem and will not have any redemption right with respect to any CCNB1 Shares owned by them, directly or indirectly. Holders of the warrants will not have redemption right with respect to the warrants.
Each of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal and the NYSE Proposal is interdependent upon the others and must be approved in order for CCNB1 to complete the Business Combination contemplated by the Business Combination Agreement. If any of the Domestication Proposal, Business Combination Proposal, the Charter Proposal or the NYSE Proposal fails to receive the required approval by the shareholders of CCNB1 at the Shareholders Meeting, the Business Combination will not be completed. The Business Combination Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Proposals, the NYSE Proposal and the Adjournment Proposal will require an ordinary resolution, being the approval of the holders of a majority of the ordinary shares as of the Record Date of CCNB1 that are present and vote at the Shareholders Meeting. The Organizational Documents Proposals are voted upon on a non-binding advisory basis only. The Domestication Proposal and the Charter Proposal will require a special resolution, being the approval of the holders of at least two-thirds of the ordinary shares of CCNB1 as of the Record Date that are present and vote at the Shareholders Meeting.
All shareholders of CCNB1 are cordially invited to attend the Shareholders Meeting in person, and the meeting may also be held virtually to take necessary precautions due to COVID-19. To ensure your representation at the Shareholders 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 shareholder of record of CCNB1 ordinary shares, you may also cast your vote in person at the Shareholders 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 Shareholders Meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Whether or not you plan to attend the Shareholders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/ prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Shareholders 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.
By Order of the Board of Directors
[MISSING IMAGE: sg_chinh-bw.jpg]
Chinh E. Chu, Director and Chief Executive Officer
January 12, 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 SHAREHOLDER PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT CCNB1 REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST TENDER YOUR SHARES TO CCNB1’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SHAREHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT. SEE THE SECTION ENTITLED “SHAREHOLDERS MEETING — REDEMPTION RIGHT” FOR MORE SPECIFIC INSTRUCTIONS.
 

 
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FREQUENTLY USED TERMS
Definitions
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “CCNB1” refer to CC Neuberger Principal Holdings I (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware).
In this document:
10% U.S. Shareholder” means a U.S. Holder who, on the date of the Domestication, beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of CCNB1 Shares entitled to vote or 10% or more of the total value of all classes of CCNB1 Shares.
acquisition churn” means churn of an acquired company that was initiated or notified prior to E2open’s acquisition that has an impact on post-acquisition performance.
Adjournment Proposal” means the proposal to be considered at the Shareholders Meeting to adjourn the Shareholders 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 Shareholders Meeting.
Amended and Restated Memorandum and Articles of Association” means CCNB1’s Amended and Restated Memorandum and Articles of Association adopted by special resolution, dated April 23, 2020, as may hereafter be amended.
ASC” means the Accounting Standards Codification.
Available Closing Date Equity” means, collectively, an aggregate amount equal to the sum of (without duplication) (a) the cash in the Trust Account net of any amounts paid to CCNB1’s shareholders that exercise their Redemption Rights in connection with the Business Combination, plus (b) the PIPE Investment, plus (c) $200,000,000 pursuant to the Forward Purchase Agreement, as amended by the FPA Side Letter, plus (d) (1) the amount raised pursuant to Permitted Equity Financings prior to the Closing and (2) any amount funded pursuant to the Backstop Agreement (which will not, in the case of these clauses (1) and (2), exceed $300,000,000 in the aggregate).
Backstop” means the NBOKS commitment, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS on a first come first serve basis, to allocate up to an aggregate of $300,000,000 to subscribe for shares of Class A common stock at $10.00 per share in connection with the Business Combination, which subscription amount shall not exceed the number of shares of CCNB1 subject to Redemption, pursuant to the terms and subject to the conditions of the Backstop Agreement.
Backstop Agreement” means the Backstop Facility Agreement, dated October 14, 2020, between CCNB1 and NBOKS, pursuant to which NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS on a first come first serve basis, provide the Backstop.
Blockers” means the Insight Blockers, collectively, the PDI Blocker and the Elliott Eagle Blocker.
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.
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
 
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Blockers, EALP, EILP, and Equityholder Representative, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
Business Combination Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Business Combination.
Bylaws” mean the proposed bylaws of the Company to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex F.
CAGR” means compound annual growth rate.
Cayman Islands Companies Law” refers to the Companies Law (2020 Revision) of the Cayman Islands.
CCNB1” means CC Neuberger Principal Holdings I.
CCNB1 Board” means the board of directors of CCNB1.
CCNB1 Independent Directors” means Eva F. Huston and Keith W. Abell.
CCNB1 Minimum Cash Condition” means the condition to the Closing, as set forth in the Business Combination Agreement that the Available Closing Date Equity is equal to or greater than the Minimum Cash Amount, less $100,000,000.
CCNB1 Shares” means, collectively, the Class A ordinary shares and the Class B ordinary shares of CCNB1.
CC Capital” means CC Capital Partners, LLC, a Delaware limited liability company.
Certificate of Incorporation” means the proposed certificate of incorporation of the Company to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex E.
Charter Proposal” means Proposal No. 4 to approve the Certificate of Incorporation of the Company.
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 A ordinary shares” means the Class A ordinary shares of CCNB1, par value $0.0001 per share.
Class B common stock” means, collectively, the Series B-1 common stock and the Series B-2 common stock.
Class B ordinary shares” means the Class B ordinary shares of CCNB1, 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 Business Combination.
Closing Date” means the closing date of the transactions contemplated by the Business Combination 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 Business Combination, which will be non-voting, economic interests in E2open Holdings.
Company” means CCNB1 as a Delaware corporation by way of continuation following the Domestication and the Business Combination.
 
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Company Board” means the board of directors of the Company subsequent to the completion of the Business Combination.
Company Equityholders” has the same meaning as in the Business Combination Agreement.
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, Class B common stock and Class V common stock of the Company.
Condition Precedent Proposals” means the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, and the NYSE 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 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 the Certificate of Incorporation (as attached hereto at Annex E) consistent with the DGCL and changing the name and registered office of CCNB1.
Domestication Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Domestication.
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.
Elliott Eagle Blocker” means Elliott Eagle JV LLC, a Delaware limited liability company.
Equity Incentive Plan” means the E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan, which will become effective on the Closing Date, if approved by the CCNB1’s shareholders. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex M.
Equity Incentive Plan Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Equity Incentive Plan.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Existing Organizational Documents” means the current Amended and Restated Memorandum and Articles of Association adopted as of April 23, 2020 of CCNB1.
Extraordinary General Meeting” means the proposed meeting of CCNB1’s shareholders to vote on the Shareholder Proposals.
“E2open” means E2open Holdings and its subsidiaries.
“E2open Holdings” means E2open Holdings, LLC, a Delaware limited liability company.
 
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E2open Minimum Cash Condition” means the condition to the Closing, as set forth in the Business Combination Agreement that the Available Closing Date Equity is equal to or greater than the Minimum Cash Amount.
E2open Sellers” means, collectively, the Blocker Sellers, the Flow-Through Sellers, the Vested Optionholders and the Unvested Optionholders.
FATCA” means the Foreign Account Tax Compliance Act.
foreign action” has the meaning provided in the Organizational Documents Proposals.
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 Securities” means, collectively, the Forward Purchase Shares and Forward Purchase Warrants.
Forward Purchase Shares” means 20,000,000 Class A ordinary shares to be purchased pursuant to the Forward Purchase Agreement.
Forward Purchase Warrants” means 5,000,000 redeemable warrants to be purchased pursuant to the Forward Purchase Agreement.
Founder Holders” means CC NB Sponsor 1 Holdings LLC, a Delaware limited liability company, and Neuberger Berman Opportunistic Capital Solutions Master Fund LP.
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.
Insider Letter Agreement” means the Letter Agreement, dated April 28, 2020, by and between CCNB1, the Sponsor and each of the executive officers and directors of CCNB1.
Insight Cayman Blocker” means Insight (Cayman) IX Eagle Blocker, LLC, a Delaware limited liability company.
Insight Delaware Blocker” means Insight (Delaware) IX Eagle Blocker, LLC, a Delaware limited liability company.
Insight GBCF Cayman Blocker” Insight GBCF (Cayman) Eagle Blocker, LLC, a Delaware limited liability company.
Insight GBCF Delaware Blocker” Insight GBCF (Delaware) Eagle Blocker, LLC, a Delaware limited liability company.
Insight Member” means Insight E2open Aggregator, LLC, a Delaware limited liability company.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Investor Rights Agreement” means the Investor Rights Agreement to be entered into between the Company, the Sponsor, certain Company Equityholders (as defined therein), equityholders of certain Blockers, and certain other parties, upon the completion of the Business Combination. The form of the Investor Rights Agreement is attached to this proxy statement/prospectus as Annex G.
IPO” means CCNB1’s initial public offering of its Units, Public Shares and Public Warrants pursuant to the IPO registration statement and completed on April 28, 2020.
 
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IPO registration statement” means the registration statement filed for CCNB1’s IPO on Form S-l declared effective by the SEC on April 23, 2020 (File Nos. 333-236974 and 333-237817).
IVP Director” means the board members of the Company nominated by the Insight Member.
JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
Lock-Up Period” means the period commencing on the date of the Closing and ending on the date that is six months following the date of the Closing.
Maximum Forward Purchase Amount” means $200,000,000.
Maximum Redemptions with Available Backstop” means the maximum number of Class A ordinary shares of CCNB1 that may be redeemed in connection with the proposed Business Combination, while still satisfying the Minimum Cash Conditions, assuming that the aggregate proceeds of $200.0 million are received from the sale of the Forward Purchase Securities and no Permitted Equity Financing, and assuming that CCNB1 would have access to the $300.0 million Backstop pursuant to the Backstop Agreement.
Maximum Redemptions with No Backstop” means the maximum number of Class A ordinary shares of CCNB1 that may be redeemed in connection with the proposed Business Combination, while still satisfying the Minimum Cash Conditions, assuming that the aggregate proceeds of $200.0 million are received from the sale of the Forward Purchase Securities and no Permitted Equity Financing, and assuming that CCNB1 would not have access to any portion of the $300.0 million Backstop pursuant to the Backstop Agreement.
Merger Subs” means the Blocker Merger Subs and the Company Merger Sub.
Minimum Cash Amount” means $1,020,000,000 less the amount of certain transaction expenses, to the extent less than an agreed upon cap, if any.
Minimum Cash Conditions” means the CCNB1 Minimum Cash Condition and the E2open Minimum Cash Condition.
Morrow” means Morrow Sodali LLC, as proxy solicitor.
NBOKS” means Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted company.
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/prospectus 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.
No Redemptions” means no Class A ordinary shares of CCNB1 are redeemed in connection with the proposed Business Combination.
NYSE” means The New York Stock Exchange.
NYSE Proposal” means the proposal to be considered at the Shareholders Meeting to approve the issuance of shares of Class A common stock, and securities convertible into or exchangeable for Class A common stock in connection with the Business Combination, the PIPE Investment, the Backstop Agreement, and any Permitted Equity Financing, and any shares of Class A common stock underlying Restricted Sponsor Shares as required by NYSE Listing Rules 312.03.
organic growth” represents management estimates for historical subscription 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.
 
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Organizational Documents Proposals” means, collectively, Organizational Documents Proposal 5A, Organizational Documents Proposal 5B, Organizational Documents Proposal 5C, Organizational Documents Proposal 5D, Organizational Documents Proposal 5E, Organizational Documents Proposal 5F and Organizational Documents Proposal 5G.
Original Registration Rights Agreement” means the Registration Rights Agreement, dated as of April 28, 2020, by and among CCNB1, the Sponsor and the other parties thereto.
PDI Blocker” means PDI III E2open Blocker Corp., a Delaware corporation.
Permitted Equity Financing” means purchases of Class A common stock of CCNB1 (other than the PIPE Investment or the Forward Purchase) on or before the consummation of the Business Combination by equity financing sources permitted under the Business Combination Agreement.
PFIC” means passive foreign investment company under the Code.
PIPE Investment” means the private placement pursuant to which PIPE Investors have committed to make a private investment in the aggregate amount of $695,000,000 in public equity in the form of Class A common stock on the terms and conditions set forth in the Subscription Agreements.
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.
Preferred Stock” means the shares of preferred stock, par value $0.0001, to be authorized for future issuance by the Company in connection with the Organizational Documents Proposals.
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 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.
Proposals” means the Shareholder Proposals.
Proposed Organizational Documents” means the proposed Bylaws and Certificate of Incorporation of the Company.
proxy statement/prospectus” means the proxy statement/prospectus forming a part of this registration statement.
Public Shareholders” means the holders of the Public Shares or Public Warrants that were sold in the IPO.
Public Shares” means CCNB1’s Class A ordinary shares sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Public Warrants” means the warrants to purchase Class A ordinary shares sold in the IPO.
recurring revenue” means the sum of the average annual subscription 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.
Record Date” means December 23, 2020.
Redemption” means the redemption of Public Shares for the aggregate Redemption Price.
Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Amended and Restated Memorandum and Articles of
 
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Association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing), calculated two business days prior to the completion of the Business Combination in accordance with the Amended and Restated Memorandum and Articles of Association.
Redemption Right” means the right of each Public Shareholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s Class A ordinary shares, at the Redemption Price in connection with the Shareholder Meeting.
Related Agreements” means certain additional agreements to be entered into in connection with the Business Combination Agreement as further described in this proxy statement/prospectus.
Restricted Common Units” means the Series 1 RCUs and Series 2 RCUs.
Restricted Sponsor Shares” means the 2,500,000 shares of Series B-1 common stock held by the Sponsor Parties, which convert into shares of Class A common stock in accordance with the Certificate of Incorporation and the Sponsor Side Letter Agreement.
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.
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 with which is restricted subject to vesting and will vest upon the occurrence of a Series 1 Vesting Event, the rights and privileges as set forth in the Third Amended and Restated Limited Liability Company Agreement.
Series 2 RCU” means a Restricted Common Unit which is restricted subject to vesting and 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, which is restricted and will vest in accordance with the terms and conditions set forth in the Third Amended and Restated Limited Liability Company Agreement.
Series 1 Vesting Event” means, with respect to each Series 1 RCU, (a) the occurrence of a VWAP 1 Vesting Event, (b) the occurrence of (i) a change of control of the Company or E2open in which the acquirer is not a Flow-Through Seller or an affiliate thereof, with respect to any Series 1 RCU held by (x) a continuing member or (y) the Company in respect of a share of Series B-1 common stock held by any person other than the Sponsor (or its affiliates) or the CCNB1 independent directors or (ii) a change of control of the Company or E2open in which the acquirer is not the Sponsor or an affiliate thereof, with respect to any Series 1 RCU held by the Company in respect of a share of Series B-1 common stock held by the Sponsor (or its affiliates) or the CCNB1 independent directors, or (c) a Liquidating Event (as defined in the Third Amended and Restated Limited Liability Company Agreement) pursuant to which each Common Unit would be entitled to at least $13.50 per Common Unit (taking into account the conversion of each Series 1 RCU to a Common Unit); provided, however, that the reference to $13.50 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.
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 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
 
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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.
Shareholder Proposals” means, collectively, (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the Equity Incentive Plan Proposal, (iv) the Charter Proposal, (v) the Organizational Documents Proposals, (vi) the NYSE Proposal and (vii) the Adjournment Proposal.
Shareholders Meeting” means the Extraordinary General Meeting of CCNB1’s shareholders, to be held at 9:00 a.m., Eastern Time, on February 2, 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 part of our precautions regarding the novel coronavirus or COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
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.
Sponsor” means CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company.
Sponsor Directors” means the board members of the Company nominated by CC Capital, on behalf of the Sponsor.
Sponsor Parties” means the Sponsor and the CCNB1 Independent Directors.
Sponsor Representative” means the Sponsor, or such other person, who is an affiliate of a Founder Holder and is identified as the replacement Sponsor Representative by the then existing Sponsor Representative.
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 have agreed to, immediately prior to and conditioned upon, the Closing Date, automatically convert an aggregate of 2,500,000 Class B ordinary shares into the Restricted Sponsor Shares.
Subscription Agreements” means those certain subscription agreements entered into by and among CCNB1 on the one hand, and the PIPE Investors, on the other hand, in connection with the PIPE Investment, in the form of the Subscription Agreement attached hereto as Annex H.
Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into between the Company, Blocker Sellers and the Flow-Through Sellers at the Closing in the form attached to this proxy statement/prospectus as Annex I.
Third Amended and Restated Limited Liability Company Agreement” means the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings, which will become effective at the Closing. The form of the Third Amended and Restated Limited Liability Company Agreement is attached to this proxy statement/prospectus as Annex J.
“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
 
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industries with lower penetration (e.g., agriculture) as well as professional services and other spend, which is estimated to be 20% of the TAM based on E2open’s business mix.
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 holds 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.
Unit” means a unit sold in the IPO (including pursuant to the overallotment option) consisting of one Public Share and one-third of a Public Warrant.
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 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).
VWAP 1 Vesting Event” means the first day on which the Class A 5-Day VWAP is equal to at least $13.50; provided, however, that the reference to $13.50 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.
VWAP 2 Vesting Event” means the first day on which the Class A 20-Day VWAP is equal to at least $15.00; 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.
Warrants” means the Public Warrants and the Private Placement Warrants of CCNB1.
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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Working Capital Loans” means certain loans that may be made by the Sponsor or an affiliate of the Sponsor, or certain of CCNB1’s officers and directors in connection with the financing of a business combination.
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/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following:
1.
No Public Shareholders exercise their Redemption Rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on January 11, 2021 of approximately $414,050,661. Please see the section entitled “Shareholders Meeting — Redemption Right.”
2.
An aggregate of 42.854 million shares of Class A common stock, 5.615 million shares of Series B-1 common stock and 3.369 million shares of Series B-2 common stock are issued to the Blocker Sellers and the Vested Optionholders at the Closing.
3.
An aggregate of 35.335 million Common Units and an equal number of shares of Class V common stock, as well as 4.385 million Series 1 RCUs and 2.631 million Series 2 RCUs, are issued to the Flow-Through Sellers at the Closing. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Third Amended and Restated Limited Liability Company Agreement.”
4.
2,500,000 Class B ordinary shares of CCNB1 are converted at Closing into 2,500,000 Restricted Sponsor Shares. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Side Letter Agreement.
5.
NBOKS acquires at Closing, in accordance with the Forward Purchase Agreement, 20,000,000 shares of Class A common stock and 5,000,000 redeemable warrants to purchase shares of Class A common stock at $11.50 per share, for an aggregate purchase price of $200,000,000.
6.
The PIPE Investors acquire at the Closing, in accordance with the Subscription Agreements, 69,500,000 shares of Class A common stock, for an aggregate purchase price of $695,000,000.
7.
For purposes of the number of Class A ordinary shares redeemable assuming Maximum Redemptions with Available Backstop and Maximum Redemptions with No Backstop, the per share redemption price is $10.00; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination.
8.
None of the 1.117 million shares of Class A common stock underlying the Restricted Share Units issued to the Unvested Optionholders at the Closing have been issued.
9.
None of the Class A common stock reserved for issuance under the Equity Incentive Plan have been issued.
10.
Unless otherwise noted, all references to outstanding Class A common stock assumes that no Class B common Stock, Restricted Share Units, Common Units, Restricted Common Units or warrants to purchase Class A common stock have been converted into or exchanged or exercised for shares of Class A common stock.
 
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MARKET AND INDUSTRY DATA
Information contained in this proxy statement/prospectus 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/prospectus 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/prospectus.
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, INTTRA marks. This proxy statement/prospectus also contains trademarks of other companies that, to our knowledge, are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company.
Solely for legibility, the trademarks, service marks, and trade names referred to in this 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/prospectus are the property of their respective owners.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for CCNB1 and E2open to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;

the future performance of, and anticipated financial impact on, the Company following the Business Combination;

expansion plans and opportunities; and

other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and CCNB1 and E2open managements’ 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 the control of CCNB1, E2open and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing CCNB1’s views as of any subsequent date. CCNB1 does 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.
You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your ordinary shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

the outcome of any legal proceedings that may be instituted against E2open or CCNB1 following announcement of the proposed Business Combination and transactions contemplated thereby;

the inability to complete the Business Combination, including due to the failure to obtain approval of the CCNB1 Shareholders, the failure of CCNB1 to retain sufficient cash in the Trust Account or find replacement cash to meet the requirements of the Business Combination Agreement or the failure to meet other conditions to closing in the Business Combination Agreement;

the amount of redemptions made by Public Shareholders;

the inability to maintain the listing of the Class A common stock of the Company on NYSE following the Business Combination;

the risk that the proposed Business Combination disrupts current plans and operations;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably and retain its key employees;

changes in applicable laws or regulations;

costs related to the Business Combination;

the inability to develop and maintain effective internal controls;

the COVID-19 pandemic, including the global economic uncertainty and measures taken in response;

the inability to attract new customers or upsell existing customers;
 
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failure to renew existing customer subscriptions on terms favorable to the Company;

risks associated with the Company’s extensive and expanding international operations;

the inability to develop and market new and enhanced solutions modules;

the failure of the market for cloud-based supply chain management solutions to develop as quickly as we expect;

inaccuracies in information sourced for our knowledge databases;

failure to compete successfully in a fragmented and competitive supply chain management market;

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

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

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

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

cyber attacks and security vulnerabilities; and

other risks and uncertainties indicated in this proxy statement prospectus, including those set forth under the section entitled “Risk Factors.”
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Shareholders Meeting, including the Business Combination Proposal, whether or not you plan to attend such meetings, we urge you to read this proxy statement/prospectus (including the Annexes) carefully, including the section entitled “Risk Factors.” See also the section entitled “Where You Can Find More Information.”
References in the portions of this section under the headings “Our Mission,” “Overview,” “Our Platform,” “Competitive Strengths and “Growth Strategies” to “we,” “our” and “E2open” refers to E2open, LLC and its consolidated subsidiaries.
Our Mission
Our mission is to build the most comprehensive and capable end-to-end global supply chain software ecosystem by combining networks, data, and applications in a single platform to deliver enduring customer value.
Overview
E2open is a leading provider of 100% cloud-based, end-to-end supply chain management software. E2open’s software combines networks, data, and applications to provide a deeply embedded, mission-critical platform that allows customers to optimize their supply chain by accelerating growth, reducing costs, increasing visibility, and driving improved resiliency. Given the mission-critical nature of our solutions, we maintain long-term relationships with our customers, which is reflected by our 95% gross retention and average customer tenure of 14 years for our top 100 customers. In aggregate, we serve more than 1,200 customers in over 180 countries across a wide range of end-markets, including technology, consumer, industrial, and transportation, among others.
E2open operates in what we believe is an attractive industry with strong secular tailwinds and a large Total Addressable Market of more than $45 billion. This TAM is comprised of approximately 85% whitespace, including what we estimate to be more than $1 billion of opportunity with our existing customers, and includes a combination of legacy point solutions and home-grown applications, many of which are tied together with manual processes and spreadsheets. As manufacturing has evolved from brands owning the full production lifecycle to orchestrating disparate manufacturing, distribution and selling processes, supply chains have grown more complex, increasing demand for software solutions like E2open. We believe our fully cloud-based, end-to-end software platform offers a differentiated solution for customers that gives them better value as compared to solutions offered by some of our competitors.
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Note: Fiscal year 2022 ends on February 28, 2022.   This forecast 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, E2open is 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.
(1) Adjusted Gross Profit is defined as Gross Profit excluding depreciation and amortization expense. Adjusted Gross Margin is defined as Adjusted Gross Profit divided by Revenue for the comparable period. Pro Forma
 
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Adjusted EBITDA is defined as Adjusted EBITDA further adjusted for the pro forma run rate impact of actioned or near-actioned cost savings related to the integration of Amber Road and INTTRA. For a reconciliation of these non-GAAP measures to the closes U.S. GAAP measure, see the section entitled “Selected Historical Financial and Other Data of E2open — Non-GAAP Financial Measures.”
As a result of our differentiated software solutions, we believe we have delivered strong financial performance, both organically and through acquisitions. We expect to deliver revenue, Adjusted Gross Profit and Pro Forma Adjusted EBITDA of $367 million, $268 million, and $121 million, respectively, in fiscal year 2022, which ends February 28, 2022. This reflects 9% organic subscription revenue growth year-over-year, 73% Adjusted Gross Margins and 33% Pro Forma Adjusted EBITDA Margins.
For the fiscal year ended February 28, 2020, we achieved revenue, Gross Profit, Adjusted Gross Profit, Adjusted EBITDA, and Net Loss of $305 million, $184 million, $209 million, $69 million, and $101 million, respectively. This reflects 60% gross margins, 69% Adjusted Gross Margins, and 22% Adjusted EBITDA Margins. For the six months ended August 31, 2020, we achieved revenue, Gross Profit, Adjusted Gross Profit, Pro Forma Adjusted EBITDA, and Net Loss of $165 million, $104 million, $117 million, $56 million, and $41 million, respectively. This reflects 63% gross margins, 71% Adjusted Gross Margins, and 34% Pro Forma Adjusted EBITDA Margins. Historically, we have achieved 7% annual subscription revenue growth organically from fiscal year 2017 to fiscal year 2020, including 10% organic recurring revenue growth in fiscal year 2020. For more information, please see the section entitled “Selected Historical Financial and Other Data of E2open — Non-GAAP Financial Measures.
We believe our proposed combination with CCNB1 and our anticipated enhanced access to capital as a public company will best position us to realize our objective of building the most comprehensive and capable end-to-end global supply chain software ecosystem, delivering enduring customer value. Going forward, we plan to accelerate revenue growth and value creation through continued enhancement of our existing product portfolio, deepening of existing customer relationships and onboarding of new customers. Additionally, we anticipate expanding product offerings through data and analytics opportunities and pursuing strategic and financially accretive acquisitions.
Our Platform
Our harmonized SaaS platform brings together networks, data, and applications to facilitate end-to-end supply chain visibility across planning and execution, and delivers a strong value proposition.
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Network
Our network combines four distinct, but connected, ecosystems: Demand, Supply, Global Trade, and Logistics, which we estimate support more than 220,000 trading partners and capture more than 8 billion transaction data points each year.
Our Supply ecosystem is comprised of companies and other participants for which we source components and materials and/or provide manufacturing capacity for the production of goods. We estimate that, at any moment in time, we oversee an average of more than 58 million shipments as well as process an average of over 61 million orders and 17 million invoices for our customers and supply and manufacturing network participants based on samples taken over a 12 month period..
Our Logistics ecosystem includes global logistics services that transport components, raw materials, and finished goods across all modes. We estimate that we facilitate over 26% of global ocean container bookings within this ecosystem in addition to tracking the movement of over 46 million containers every month.
Our Global Trade ecosystem allows participants to automate the global movement of goods and to facilitate cross-border operations for businesses, which we believe is increasingly important given the velocity with which import and export laws change on a global scale. This ecosystem provides our network with data on trade regulations across more than 180 countries that we estimate supports annual processing of over 12 million export pre-customs entry lines, 15 million free trade aggregate bill of materials qualifications, and 92 million restricted part-list screenings, annually.
Our Demand ecosystem represents the global footprint established by retailers, distributors, re-sellers, and those who sell goods primarily through online channels. We estimate that we process over $2 billion in claims every quarter, more than 40 million channel sales transactions each month, and over 94 million channel inventory transactions every month.
Our network connects participants across all of these ecosystems, enabling customers to analyze data, identify problems proactively and optimize asset efficiency. We are a leading provider with a unique network of ecosystems, and do not rely on third party providers for network information.
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Source: Management estimates as of August 2020.
(1)
Estimated number of shipments, orders, and invoices overseen at any moment in time based on samples taken over a 12 month period.
 
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Data
Our proprietary algorithms capture the data within our network ecosystems that feed our solutions to deliver compelling value to our customers. Additionally, our customers can combine internal and external vendor data with our network to drive informed decision-making based on real-time information. We believe our ability to capture and harmonize data from our customers and their trading partners in any native format demonstrates the strong capabilities of our software architecture and integrated data model. We believe that our combination of network ecosystems, data and applications providing end-to-end supply chain visibility and connecting more than 220,000 trading partners is unique.
Applications
Our end-to-end applications provide artificial intelligence- and machine learning-based advanced analytics to help customers gain insights for enhanced decision-making across planning and execution supply chain functions. Our applications are organized into seven product families: Channel Shaping, Demand Sensing, Business Planning, Global Trade Management, Transportation & Logistics, Collaborative Manufacturing and Supply Management.
Channel Shaping allows customers to optimize activity across retail, distributor, and online channels, which includes aligning partner selection, market incentives, on-shelf availability, sell-through, inventory management and performance incentives.
Demand Sensing utilizes artificial intelligence and machine learning to forecast demand based on historical trends, current sell-through dynamics, weather, and other relevant factors.
Business Planning helps ensure optimized global performance through scenario-based planning and execution algorithms balancing supply, demand, inventory, and financial targets.
Global Trade Management automates import and export processes to enable efficient and compliant cross-border trade while optimizing customs duties and reducing broker fees.
Transportation & Logistics orchestrates the movement of goods by allowing customers to connect with key stakeholders to optimize carriers, simplify tendering, track shipments and streamline payments.
Collaborative Manufacturing provides comprehensive visibility into internal and external manufacturing activities by monitoring yields, quality, cycle-times/utilization, and other key indicators to track performance, identify deficiencies, and facilitate corrective actions.
Supply Management ensures the continuity of supply by orchestrating procurement, capacity, inventory management and drop-ship fulfilment across multiple-tiers of the manufacturing process.
Competitive Strengths
We believe the following competitive strengths will contribute to our ongoing success:
Attractive Industry Tailwinds and Large TAM with Significant White Space
We participate in the growing supply chain management (“SCM”) software industry. We estimate our TAM is more than $45 billion across North America and Europe, and anticipate this market will grow at a greater than 12% CAGR from 2021-2024. Several secular trends are increasing the demand for SCM software, including rising:

Complexity of Global Supply Chains:

Brand owners have transitioned from being manufacturers to orchestrators that produce little, but manage vast networks of trading partners and suppliers.

As supply chains become increasingly global and complex, SCM software is essential to run supply chains efficiently at scale.

Demand for Integrating Siloed Data to Drive Decision Making:
 
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Manufacturers are increasingly focused on utilizing disparate data to drive more efficient decision making.

Historically, data to help manufacturers bring their products to market has existed in silos within various departments of the manufacturers, as well as across their extended partner ecosystems.

Access to timely and comprehensive data is valuable not just to each department within a manufacturer, but also critical for partners of the manufacturer to run efficient operations on its behalf.

Brand owners are increasingly focused on applying data from different parts of the supply chain to make more informed manufacturing decisions, such as using retail demand sensing to forecast required manufacturing output.

Brand owners are increasingly focused on a flexible, multi-modal value proposition spanning carriers, shippers, and third-party logistics providers.

Regulatory Environment Complexity:

Manufacturers increasingly need to navigate complex frameworks of regional and local taxes, tariffs, and regulatory compliance protocols.

SCM software solutions help automate these tasks and reduce the regulatory burden for companies, which will continue to be a strategic priority.

Geographic Consolidation:

Shippers and third-party logistics providers operate in a global environment and want to execute within a single technology platform.

Many SCM technology solutions have historically had stronger capabilities within the region in which they were initially developed. North America is the most developed, with Europe served by a smaller number of SCM software solutions while Latin America and APAC are comparatively underpenetrated.

COVID-19 Implications:

As a result of disruptions related to COVID-19, it has become increasingly important to diversify supply chains to mitigate disruption risk resulting from concentration within a supply chain. The complexity that arises from diversifying a supply chain and increasing the number of trading partners across more geographies and production facilities drives further demand for SCM software.
We believe our TAM has approximately 85% white space, as many companies currently rely on home-grown or spreadsheet-based solutions created over time, which require significant manual effort to achieve end-to-end supply chain visibility. Moreover, these home-grown SCM solutions often rely on latent and one-off point-to-point connections with partners for collecting data. These alternatives provide less value and are significantly more error prone, creating an attractive competitive dynamic within the industry for SCM software providers where there is significant opportunity to grow without the need to replace an incumbent competitor. More than $1 billion of this white space exists within our installed base of customers, which we believe provides very actionable growth opportunities through expanding our existing relationships.
Category-Defining End-to-End Provider of Mission-Critical Software
As businesses have transitioned from being owners of the production lifecycle to orchestrators of discrete manufacturing, distribution and selling processes, they have increasingly looked to software solutions to manage this growing complexity. However, most SCM software has not been designed to address these challenges comprehensively, and manufacturers often employ multiple point solutions with siloed data and processes that inhibit visibility, resulting in sub-optimal decision-making based on inaccurate or outdated information. Our approach, which is built around a cloud-based SaaS platform with end-to-end visibility and real-time, network-powered data, provides best-of-breed functionality across the supply chain and facilitates optimal supply chain performance.
 
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As described above, we operate a software platform that integrates network ecosystems, data, and applications across a harmonized and simplified user interface, driving compelling value proposition and return on investment for our customers. This has created a mission-critical software solution and long-term relationships with customers as evidenced by our 95% gross retention rate. Additionally, we have been widely recognized as a differentiated leader by Gartner, International Data Corporation, Nucleus, and others in the realm of multi-enterprise solutions, which we believe will be the future of SCM software.
Strong Network Effects Enhanced by a Flexible and Integrated Data Model
Our core offerings are underpinned by an integrated data model that facilitates the flow and processing of data for participants across several ecosystems and applications. This model facilitates low latency, “many-to-one-to-many” data exchange across trading partner ecosystems. The combination of our integrated and flexible data model along with the four aforementioned network ecosystems powers our customers’ solutions allowing them to efficiently orchestrate their end-to-end supply chains. This architecture is designed to ensure that each participant and data source within these ecosystems enhances our applications, which in turn improves the network and the value E2open delivers to customers and participants alike.
Our software architecture and ability to harmonize disparate forms of data create a scalable software platform that can efficiently integrate acquisitions and new product applications seamlessly into a consolidated and holistic SaaS solution. Our software architecture and this ability has been a driving force behind our robust track-record of successful acquisition integrations, and we believe our scalable platform will allow us to generate substantial value through tuck-in and transformative acquisitions in the future.
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Importantly, we believe there is incremental value we can create by utilizing the data flowing through our network to develop insights that can further help our customers as well as other target markets. If the Business Combination is completed, we plan to work with the team at CCNB1 and the board of directors that will be appointed upon consummation of the Business Combination to develop a comprehensive strategy to capture this market opportunity and deepen our relationships with customers, which has the potential to accelerate revenue growth meaningfully.
Long-Term Relationships with Diversified and Blue-Chip Customer Base with Proven Wallet Share Expansion
E2open delivers solutions for some of the largest brand owners and manufacturers globally, and we estimate more than 125 of our customers have annual revenues of over $10 billion. We believe we are mission-critical to our customers' operations, as evidenced by our 95% gross retention. Our top 100 customers
 
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have an average tenure of over 14 years and generate an average of $1.5+ million of annual subscription revenue. We possess a diverse customer base consisting of more than 1,200 clients that spans a broad spectrum of industries, including the technology, industrial, consumer, and transportation sectors, among others.
Our customers utilize our solutions to orchestrate their supply chains, which we believe enables them to realize significant value and return on investment. For example, a leading consumer packaged goods company was able to cut forecast errors by 40% and reduce inventory by 35% using our product suite. They are now able to leverage our platform to forecast every product using artificial-intelligence and machine-learning technology. Moreover, a leading high-tech company has utilized our software to realize $300 million in savings over three years. An additional example includes a high-growth, large-scale consumer technology platform, which utilized our software to reduce its execution time from eight weeks to seven days, creating substantial opportunity to accelerate their revenue growth in addition to reducing costs.
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Source: Management estimates.
We believe there is more than $1 billion of white space opportunity within our existing customer base, since approximately 51% of our customers with more than $50,000 in recurring revenue currently utilize only one of our SKUs. Accessing this significant opportunity would allow us to more than triple revenue over time without new logos, products, or acquisitions. We have a proven track record of expanding share within our customer base as illustrated by our relationships with a leading CPG company, a leading industrial manufacturer, a blue-chip technology firm, and a global hardware and software technology provider, which increased recurring revenue with us by 2.7x, 2.0x, 1.9x, and 1.6x, respectively, from fiscal year 2018 to fiscal year 2020. The historical success of our “land and expand” strategy gives us confidence in our ability to penetrate the $1 billion of white space within our existing customers described above.
World-Class Management Team and Board of Directors
Our management team has a demonstrated history of delivering strong operational results, with over 25 years of relevant experience on average across our senior management team. Our Chief Executive Officer, Michael Farlekas, has been Chief Executive Officer of E2open since 2015 and brings over 25 years of experience leading supply chain management software companies.
After the consummation of the Business Combination, our management team will be complemented by a board of directors whose members have proven track records of successfully investing in, operating, and acquiring software-based technology businesses. Stephen C. Daffron, current President of Dun & Bradstreet and former Chief Executive Officer of Interactive Data Corporation, and Eva F. Huston, current Chief Strategy Officer at Duck Creek Technologies and former Chief Financial Officer at Verisk Analytics,
 
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are expected to serve as directors and help drive our strategy to capture the significant data and analytics opportunity we believe is available. Each of these director nominees intends to actively support our management and contribute significant time and knowledge in their respective areas of expertise, including data and analytics, machine-learning/artificial-intelligence, SaaS go-to-market, acquisition execution and integration, financial reporting, and investor relations, among others.
Growth Strategies
We intend to profitably grow our business and create shareholder value through the following strategic initiatives:
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Expand Within Existing Customers
As described above, we believe there is significant opportunity to drive growth through expansion of our existing customer relationships. We have an opportunity to more than triple our revenue over time without any new logos, new products or acquisitions given what we believe to be the more than $1 billion white space opportunity within our existing customer base. Our acquisition strategy is focused on acquiring best-of-breed point solutions to incorporate into our integrated end-to-end platform. As a result, we currently sell just one SKU to approximately 51% of our customers with more than $50,000 in recurring revenue, as most acquired companies have only one product to offer their customers. We believe this represents a significant opportunity to accelerate growth and strengthen relationships with our installed base, especially as it grows over time with new customer wins. Importantly, we have a strong track record of achieving growth within our existing customer base. From fiscal year 2018 to fiscal year 2020, we increased the recurring revenue with a leading CPG company, a leading industrial manufacturer, a blue-chip technology firm, and a global hardware and software technology provider by 2.7x, 2.0x, 1.9x and 1.6x, respectively.
 
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Win New Customers
As part of our growth strategy, the second growth lever is winning new customers, which we anticipate accelerating after the consummation of the Business Combination by optimizing our sales force through several measures alongside our board of directors and the CCNB1 team. First, we plan to invest in hiring an expert salesforce of new logo “hunters” funded by savings realized through our participation in a group purchasing organization coordinated by CCNB1. In addition to finding and onboarding this new “hunter” salesforce, we have already identified the specific areas of savings, which we are in the process of implementing across various areas of indirect spend. Additionally, after the consummation of the Business Combination, we plan to pursue strategic partnerships and leverage the networks of our new board of directors and the CCNB1 team to elevate conversations with C-level executives at key targets in our pipeline. We also intend to utilize these relationships and networks as well as our own channel reseller and partner network to accelerate growth through the onboarding of new customers.
Continue Strategic Acquisitions
A third lever of our growth strategy is to continue strategic acquisitions. We plan to utilize a disciplined approach to acquisitions, focusing on opportunities that will create value by strategically broadening our product offering as well as financially through the realization of integration-related cost savings. Our key strategic acquisition criteria include: mission-critical solutions in core markets; complementary cloud applications with minimal product overlap; new customer relationships in vertical or geographic markets; and TAM, proprietary data, and/or network expansion. We have a large pipeline of actionable targets, including three large and transformative opportunities as well as a larger list of tuck-in opportunities identified in accordance with the criteria described above.
We have a demonstrated track record of success in expanding our product offering and accelerating growth through acquisitions. Through our acquisitions of INTTRA and Amber Road, we were able to enhance our value proposition to customers through the addition of ocean shipping logistics solutions as well as global trade management offerings, both of which contributed to our ability to provide end-to-end supply chain visibility. The acquisition of INTTRA increased the power of our network ecosystems through the integration of 26% of global ocean freight data, which further strengthened the network effects of our software platform and business model. Our acquisition of Amber Road enhanced our platform by providing customers with global trade management solutions to automate their import and export processes and help improve sourcing decisions across more than 180 countries. Importantly, we also have a track record of efficiently integrating acquired solutions operationally and financially. Across each of our acquisitions since 2015, we have met or exceeded our integration-related cost savings targets, including 20% cumulative outperformance.
 
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Additional Organic Growth Building Blocks
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We also believe there are several additional building blocks of organic growth acceleration that provide a margin of safety for achieving our steady-state subscription revenue growth target of 11-12% annually, including pricing-value maximization, data and analytics, sales force optimization and partnerships/new sales channels. After the consummation of the Business Combination, we plan to work with our new board of directors and the CCNB1 team as described above to pursue these additional growth opportunities, which are not currently contemplated in our forecasted financial performance.
The Parties to the Business Combination
CCNB1
CCNB1 is 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 underwriters’ exercise in full of their over-allotment option, at $10.00 per unit, generating gross proceeds of $414,000,000, and incurring offering costs of approximately $24,500,000, inclusive of $15,400,000 in deferred legal fees and underwriting commissions. Each Unit consists of one Public Share and one-third of a Public Warrant. Each whole Public Warrant entitles the holder to purchase one Public Share at an exercise price of $11.50 per share, subject to adjustment.
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 our Sponsor, generating gross proceeds of $10,280,000. 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, $414,000,000 ($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 a trust account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds selected by CCNB1 meeting the conditions of
 
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paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by CCNB1, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account. As of January 11, 2021, there was approximately $414,050,661 held in the Trust Account.
CCNB1’s Units, Public Shares and Public Warrants are listed on the NYSE under the symbols “PCPLU,” “PCPL” and “PCPL WS,” respectively. CCNB1’s principal executive offices are located at 200 Park Avenue, 58th Floor, New York, New York 10166.
Our Sponsor is an affiliate of CC Capital and NBOKS. CC Capital is a private investment firm managed by a team of private equity professionals with a track record of success in sponsoring special purpose acquisition companies. NBOKS is advised by Neuberger Berman Investment Advisers LLC. At the time of the IPO, CC Capital and NBOKS entered into an arrangement whereby they agreed to co-sponsor a series of special purpose acquisition companies, including CCNB1. In connection with this arrangement and concurrently with the execution of the Business Combination Agreement, CCNB1 entered into the Backstop Facility Agreement, pursuant to which NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS on a first come first serve basis, allocate up to an aggregate of $300,000,000 to subscribe for shares of Class A common stock at $10.00 per share in connection with the Business Combination, which subscription amount shall not exceed the number of shares of CCNB1 subject to Redemption. To date, CC Capital and NBOKS have sponsored one other special purpose acquisition company, CC Neuberger Principal Holdings II, which may compete with CCNB1 for backstop funds.
E2open Holdings, LLC
Through its wholly owned subsidiary, E2open, LLC, and its subsidiaries, E2open is a leading provider of 100% cloud-based, end-to-end supply chain management software. E2open’s software combines networks, data, and applications to provide a deeply embedded, mission-critical platform that allows customers to optimize their supply chain by accelerating growth, reducing costs, increasing visibility, and driving improved resiliency. E2open Holdings, LLC was formed in January 2015 in connection with the acquisition of a controlling interest in E2open, Inc. by Insight Partners and other investors in March 2015 and the subsequent delisting of E2open by NASDAQ and conversion into a limited liability company in April 2015.
E2open’s principal executive offices are located at 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759.
The Blockers
Each of the Blockers was formed solely for the purpose of holding equity interests in E2open. None of the Blockers has conducted any business activities other than activities incidental to such Blocker’s ownership of equity interests in E2open.
Insight Cayman Blocker and Insight Delaware Blocker each were formed in March 2015 in connection with the acquisition of a controlling interest in E2open, Inc. by Insight Partners and other investors in March 2015. Insight GBCF Cayman Blocker and Insight GBCF Delaware Blocker each were formed in May 2015 upon the transfer of certain interests in E2open from other funds affiliated with Insight Partners to the funds affiliated with Insight Partners that control such Blockers. The principal executive offices of each of the Insight Blockers are located at 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.
Elliott Eagle Blocker was also formed in March 2015 in connection with the acquisition of a controlling interest in E2open, Inc. by Insight Partners and other investors, including EALP and EILP, in March 2015. The principal executive offices of Elliott Eagle Blocker are located at c/o Elliott Management Corporation, 40 West 57th Street, 4th Floor, New York, New York 10019.
PDI Blocker was formed in December 2015 in connection with the January 2016 transfer of interests in E2open by funds affiliated with Performance Equity Management to PDI Blocker, which is also controlled by Performance Equity Management. The principal executive offices of PDI Blocker are located at Five Greenwich Office Park, 3rd Floor, Greenwich, Connecticut 06831.
 
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The Proposals to be Submitted at the Shareholders Meeting
The following is a summary of the proposals to be submitted at the Shareholders Meeting of CCNB1. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting.
Shareholder Proposal 1: The Domestication Proposal
As discussed in this proxy statement/prospectus, CCNB1 will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the CCNB1 Board has unanimously approved the Domestication Proposal. If approved, the Domestication will become effective simultaneously with the completion of the Business Combination and will be effected by the filing of a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and the filing of an application to de-register with the Registrar of Companies of the Cayman Islands. The Domestication Proposal, if approved, will authorize a change of CCNB1’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while CCNB1 is currently governed by the Cayman Islands Companies Law, upon Domestication, the Company will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Existing Organizational Documents and the Proposed Organizational Documents. Accordingly, we encourage shareholders to carefully consult the information set out below under “Shareholder Proposal 1: The Domestication Proposal — Comparison of Shareholder Rights under the Applicable Organizational Documents Before and After the Domestication.”
On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock of the Company; (ii) the issued and outstanding redeemable warrants that were registered pursuant to the IPO will automatically become redeemable warrants to acquire shares of Class A common stock of the Company (no other changes will be made to the terms of any issued and outstanding Public Warrants as a result of the Domestication); (iii) each issued and outstanding unit will be cancelled and will entitle the holder thereof to one share of the Class A common stock of the Company and one-third of a redeemable warrant to acquire one share of Class A common stock of the Company; (iv) each issued and outstanding Class B ordinary share of CCNB1 will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Class A common stock, other than an aggregate of 2,500,000 Class B ordinary shares that will automatically be converted into 2,500,000 shares of Series B-1 common stock pursuant to the Sponsor Side Letter Agreement; and (v) the issued and outstanding warrants of CCNB1 issued in the Private Placement will automatically become warrants to acquire shares of Class A common stock of the Company (no other changes will be made to the terms of any issued and outstanding Private Placement Warrants as a result of the Domestication).
Upon the effectiveness of the Domestication, CCNB1 will continue its existence in the form of a Delaware corporation and will change its corporate name to “E2open Parent Holdings, Inc.” Please read the section entitled “Shareholder Proposal 1: The Domestication Proposal” for further details.
Shareholder Proposal 2: The Business Combination Proposal
As discussed in this proxy statement/prospectus, CCNB1 is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, simultaneously with completion of the Domestication, CCNB1 will acquire a majority of the equity interests in E2open Holdings through a series of mergers, with E2open Holdings becoming a direct subsidiary of the Company. After consideration of the factors identified and discussed in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — CCNB1 Board’s Reasons for the Approval of the Business Combination” the CCNB1 Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for CCNB1’s IPO, including that the businesses of E2open had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Shareholder Proposal 2: The Business Combination Proposal.”
 
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In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) the Blocker Sellers, including the Insight Blocker Sellers, and the Vested Optionholders (each as defined herein) will receive a combination of (1) shares of Class A common stock, (2) shares of Series B-1 common stock, par value $0.0001 per share (the “Series B-1 common stock”) (3) shares of Series B-2 common stock, par value $0.0001 per share (the “Series B-2 common stock,” and together with the Series B-1 common stock, the “Class B common stock”) and (4) cash; (ii) the Class A Sellers and the Class B Sellers, including the Insight Member, will receive a combination of (1) units representing limited liability company interests in E2open Holdings (the “Common Units”), (2) shares of Class V common stock, par value $0.0001 per share, of the Company (the “Class V common stock”), (3) a number of Series 2 restricted common units of E2open Holdings (“Series 2 RCUs”), (4) a number of Series 1 restricted common units of E2open Holdings (“Series 1 RCUs” and together with the Series 2 RCUs, the “Restricted Common Units”) and (5) cash; and (iii) the Unvested Optionholders (as defined herein) will receive a combination of (1) awards of restricted share units representing the right to receive shares of Class A common stock upon satisfaction of applicable vesting conditions (the “Restricted Share Units”), (2) shares of Series B-1 common stock and (3) shares of Series B-2 common stock, each of which will be subject to the same vesting terms as were applicable to the unvested E2open options held by such Unvested Optionholder prior to the Business Combination. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.”
Closing Conditions
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the approval of each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the NYSE Proposal by CCNB1 shareholders; (b) the waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement shall have expired or been terminated; (c) there shall not be any applicable law in effect that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or any order in effect preventing the consummation of the transactions contemplated thereby; (d) (i) the CCNB1 Minimum Cash Condition and (ii) the E2open Minimum Cash Condition; (e) this Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and no proceeding seeking such stop order has been threatened or initiated by the SEC that remains pending; (f) CCNB1’s share redemption shall have been completed in accordance with the terms of the Business Combination Agreement, CCNB1’s governing documents, the Trust Agreement and this Form S-4; and (g) CCNB1’s Certificate of Incorporation shall have been filed with the Secretary of State of the State of Delaware and CCNB1 shall have adopted its bylaws.
See the section entitled “Shareholder Proposal 2: The Business Combination Proposal” for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.
Shareholder Proposal 3: The Equity Incentive Plan Proposal
CCNB1 is proposing that its shareholders approve the Equity Incentive Plan which will become effective upon the Closing and will be used by the Company on a go-forward basis following the Closing. The Equity Incentive Plan Proposal is conditioned on the approval of the Condition Precedent Proposals. A summary of the Equity Incentive Plan is set forth in the section entitled “Shareholder Proposal 3: The Equity Incentive Plan Proposal” to this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto.
Shareholder Proposal 4: The Charter Proposal
CCNB1 is proposing that its shareholders approve the amendment and restatement of the Existing Organizational Documents (as defined herein) in their entirety by the proposed Certificate of Incorporation of the Company, including authorization of the change in authorized share capital as indicated therein and the change of name of CCNB1 to “E2open Parent Holdings, Inc.” We encourage shareholders to
 
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carefully consult the information set out below under “Shareholder Proposal 4: The Charter Proposal” of this proxy statement/prospectus and a complete copy of the Certificate of Incorporation is attached hereto as Annex E.
Shareholder Proposal 5: The Organizational Documents Proposals
CCNB1 is proposing that its shareholders approve, on a non-binding advisory basis, seven separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Existing Organizational Documents, under Cayman Islands law, with the Proposed Organizational Documents, under the DGCL. The CCNB1 Board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of the Company after the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
A.
Organizational Documents Proposal 5A — An amendment to change the authorized capital stock of CCNB1 from (i) 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of Class A common stock, 9,000,000 shares of Series B-1 common stock, 4,000,000 shares of Series B-2 common stock, 40,000,000 shares of Class V common stock and 1,000,000 shares of Preferred Stock;
B.
Organizational Documents Proposal 5B — An amendment to authorize the Company Board to make future issuances of any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions and at such future dates as may be expressly determined by the Company Board and as may be permitted by the DGCL;
C.
Organizational Documents Proposal 5C — An amendment to provide that certain provisions of the Certificate of Incorporation which are subject to the director nomination provisions of the Investor Rights Agreement;
D.
Organizational Documents Proposal 5D — An amendment to remove the ability of the Company’s stockholders to take action by written consent in lieu of a meeting, unless such action is recommended or approved by all directors then in office;
E.
Organizational Documents Proposal 5E — An amendment to authorize the classification of the Company Board into three classes of directors with staggered three-year terms of office and make certain related changes;
F.
Organizational Documents Proposal 5F — An amendment to adopt Delaware as the exclusive forum for certain stockholder litigation; and
G.
Organizational Documents Proposal 5G — Certain other changes in connection with the replacement of Existing Organizational Documents with the Certificate of Incorporation and Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex E and Annex F, respectively), including (i) changing the post-Business Combination corporate name from “CC Neuberger Principal Holdings I” to “E2open Parent Holdings, Inc.” (which is expected to occur after the Domestication in connection with the Business Combination), (ii) making the Company’s corporate existence perpetual, (iii) electing to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the CCNB1 Board believes are necessary to adequately address the needs of the Company after the Business Combination.
The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we encourage shareholders to carefully consult the information set forth in the section entitled “Shareholder Proposal 5: The Organizational Documents Proposals” and the full text of the Certificate of Incorporation and Bylaws of the Company, attached hereto as Annex E and Annex F, respectively.
 
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Shareholder Proposal 6: The NYSE Proposal
CCNB1 is proposing that its shareholders approve by ordinary resolution for the purposes of complying with the applicable provisions of the NYSE Listing Rules 312.03, the issuance of shares of Class A common stock, and securities convertible into or exchangeable for Class A common stock, in connection with the Business Combination, the PIPE Investment, the Backstop Agreement and any Permitted Equity Financing, and shares of Class A common stock underlying Restricted Sponsor Shares, to the extent such issuance would require a shareholder vote under NYSE Listing Rule 312.03. For additional information, see “Shareholder Proposal 6: The NYSE Proposal.”
Shareholder Proposal 7: The Adjournment Proposal
CCNB1 is proposing that if, based on the tabulated vote, there are not sufficient votes at the time of the Shareholders Meeting to authorize CCNB1 to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved), the CCNB1 Board may submit a proposal to adjourn the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Shareholder Proposal 7: The Adjournment Proposal.”
Each of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal and the NYSE Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Organizational Documents Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
CCNB1 Board’s Reasons for the Approval of the Business Combination
In evaluating the transaction with E2open, the CCNB1 Board consulted with its management and legal counsel as well as financial and other advisors, and the CCNB1 Board considered and evaluated several factors. In particular, the CCNB1 Board considered, among other things, the following factors, although not weighed or in any order of significance:

Unique exposure to attractive tailwinds in a growing Total Addressable Market;

High-quality business with high customer retention, strong fundamentals and a compelling long-term organic algorithm;

Compelling entry valuation;

Multiple organic growth opportunities;

Significant value creation opportunities;

Experienced board of directors;

Highly committed shareholders aligned for future value creation; and

Consistency with CCNB1’s business strategy.
The CCNB1 Board also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighed or in any order of significance:

Future financial performance of E2open;

Uncertainties regarding the potential impacts of COVID-19;

The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe;

The risks and costs to CCNB1 if the Business Combination is not completed;

The fact that the Business Combination Agreement includes an exclusivity provision that prohibits CCNB1 from soliciting other business combinations;

The risk that the shareholders of CCNB1 may fail to provide the respective votes necessary to effect the Business Combination;
 
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The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not entirely within CCNB1’s control;

The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination; and

The fees and expenses associated with completing the Business Combination.
For a more complete description of the CCNB1 Board’s reasons for approving the Business Combination and the factors and risks considered by the CCNB1 Board, see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — CCNB1 Board’s Reasons for the Approval of the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination.”
Third Amended and Restated Limited Liability Company Agreement
Concurrently with the completion of the Business Combination, the existing second amended and restated operating agreement of E2open Holdings will be further amended and restated in its entirety to become the Third Amended and Restated Limited Liability Company Agreement, in substantially the form attached to this proxy statement/prospectus as Annex J. The Common Units will be entitled to share in the profits and losses of E2open Holdings and to receive distributions as and if declared by the managing member of E2open Holdings in accordance with the Third Amended and Restated Limited Liability Company Agreement and will have no voting rights. The Company, as the managing member of E2open Holdings will have the sole authority to manage the business and affairs of E2open Holdings in accordance with the Third Amended and Restated Limited Liability Company Agreement or applicable law. The Third Amended and Restated Limited Liability Company Agreement will provide that distributions and tax distributions, in each case payable in accordance with the Third Amended and Restated Limited Liability Company Agreement, will be made to the holders of Common Units on a pro rata basis based upon, with respect to tax distributions, an agreed-upon formula related to the taxable income of E2open Holdings allocable to holders of Common Units. The Third Amended and Restated Limited Liability Company Agreement will contain restrictions on transfers of units and will require the prior consent of the managing member for such transfers, except in certain circumstances. The Third Amended and Restated Limited Liability Company Agreement will also provide unitholders in E2open Holdings the right to exchange Common Units, together with the cancellation of an equal number of shares of Class V common stock, for an equal number of shares of Class A common stock, subject to certain restrictions set forth therein. The Restricted Common Units held by unitholders in E2open Holdings will be subject to vesting conditions set forth in the Third Amended and Restated Limited Liability Company Agreement (described below under the heading Shareholder Proposal 2: The Business Combination Proposal — The Third Amended and Restated Limited Liability Company Agreement) and will not be exchangeable for Class A common stock or entitled to receive distributions from E2open Holdings (subject to payment of a distribution catch-up amount, if and when vested) until such units vest in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement.
For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Third Amended and Restated Limited Liability Company Agreement.”
Tax Receivable Agreement
Concurrently with the completion of the Business Combination, the Company will enter into the Tax Receivable Agreement with the Blocker Sellers and the Flow-Through Sellers, in substantially the form attached to this proxy statement/prospectus as Annex I. Pursuant to the Tax Receivable Agreement, the
 
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Company will be required to pay to the Flow-Through Sellers and/or the Blocker Sellers, as applicable, 85% of the tax savings that the Company realizes as a result of increases in tax basis in E2open’s assets resulting from the sale of E2open Units (as defined in the Tax Receivable Agreement) for the consideration paid pursuant to the Business Combination Agreement and the future exchange of Common Units for shares of Class A common stock (or cash) pursuant to the Third Amended and Restated Limited Liability Company Agreement, and certain pre-existing tax attributes of the Blockers, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur.
For more information on the Tax Receivable Agreement, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Tax Receivable Agreement.”
Investor Rights Agreement
Concurrently with the completion of the Business Combination, the Company will enter into the Investor Rights Agreement with the Blocker Sellers affiliated with Insight Partners (the “Insight Blocker Sellers”), the Insight Member, one or more entities beneficially owning 100% of the outstanding membership interests of the Elliott Eagle Blocker in the aggregate (it being understood that such entities will either be the Elliott Blocker Owners or Affiliates thereof) (the “Elliott Equityholders”), the PDI Blocker Owners and an affiliate of Performance Equity Management that is a Flow-Through Seller, the Sponsor, the Founder Holders and CCNB1 Independent Directors (if applicable, as defined therein) (collectively, the “IRA Parties”), in substantially the form attached as Annex G to this proxy statement/prospectus. The Investor Rights Agreement includes, among other things, the following provisions:
Director Appointment.   Under the 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”) (one of which is expected to be designated following the Closing) and CC Capital, on behalf of the Sponsor, will have the right to nominate five board members (each, a “Sponsor Director”). Two of the three IVP Directors, the five Sponsor Directors and the CEO of E2open, initially Michael Farlekas (the “CEO Director”), will comprise the Company Board appointed in connection with the Domestication. Three Sponsor Directors will be nominated as Class I directors with terms ending at the Company’s 2021 annual meeting of stockholders; two IVP Directors and one Sponsor Director will be nominated as Class II directors with terms ending at the Company’s 2022 annual meeting of stockholders; and one IVP Director, one Sponsor Director and the CEO Director will be nominated as Class III directors with terms ending at the Company’s 2023 annual meeting of stockholders.
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) one year after the Closing Date 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 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 Investor Rights Agreement, (ii) nominate any person as a director who is not nominated pursuant to the 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 Investor Rights Agreement, (iv) subject to certain exceptions, enter into a voting trust, voting agreement or similar voting arrangement with respect to
 
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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 Investor Rights Agreement will amend and restate the Original Registration Rights Agreement.
Lock-Up.   The IRA Parties 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.
For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Investor Rights Agreement.”
Lock-Up Agreement
In connection with the execution of the Business Combination Agreement, the parties agreed that certain directors, officers and employees of the Company not party to the Investor Rights Agreement (the “Lock-Up Parties”) will enter into a Lock-Up Agreement with the Company at the Closing, pursuant to which the Lock-Up Parties 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.
E2open Holdings has also agreed to use its reasonable best efforts to deliver at the Closing Lock-Up Agreements duly executed by each E2open Seller not party to the Investor Rights Agreement or that is not a Lock-Up Party. The Lock-Up Agreement is attached to this proxy statement/prospectus as Annex K and is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.
Sponsor Side Letter Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor, the Founder Holders, and CCNB1 Independent Directors entered into the Sponsor Side Letter Agreement with CCNB1, a copy of which is attached as Annex B to this proxy statement/prospectus. Under the Sponsor Side Letter Agreement, 2,500,000 Class B ordinary shares of CCNB1 will be automatically converted into the Restricted Sponsor Shares. The Restricted Sponsor Shares, along with all other shares of Series B-1 common stock, will automatically convert into shares of Class A common stock upon the 5-day VWAP of the Class A common stock being at least $13.50 per share (subject to adjustment). Upon conversion of the Restricted Sponsor Shares, the holder of each such Restricted Sponsor Share will be entitled to receive a payment equal to the amount of dividends declared on a share of Class A common stock beginning at the Closing and ending on the day before the date such Restricted Sponsor Share converts into a share of Class A common stock. If any of the Restricted Sponsor Shares do not convert prior to the 10-year anniversary of the Closing Date, such Restricted Sponsor Shares will be canceled for no consideration, and will not be entitled to receive any dividend catch-up amount in respect of such Restricted Sponsor Shares. For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Side Letter Agreement.”
Subscription Agreements
CCNB1 entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and CCNB1 agreed to issue and sell to such investors, an aggregate of 69,500,000 shares of Class A common stock at $10.00 per share for gross proceeds of $695,000,000 on the Closing Date, $24,500,000, $15,300,000, and $8,700,000 of which will be funded by CC Capital, NBOKS, and NBOKS Co-Invest Fund I LP (“NBOKS Co-Invest”), 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. CCNB1 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 consummation of the Business Combination. The Subscription Agreements also contain other customary representations, warranties, covenants and agreements of the parties thereto.
 
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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 Business Combination 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 April 14, 2021 if the Closing has not occurred by such date, (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 the earlier of (x) thirty calendar days following receipt of written notice from the party claiming such condition has not been satisfied or (y) April 14, 2021), and (v) by written notice to a PIPE Investor by CCNB1 if the Business Combination Agreement is amended, supplemented or otherwise modified in a manner that materially adversely affects such PIPE Investor. E2open Holdings is a third party beneficiary of CCNB1’s rights to enforce each PIPE Investor’s obligation to fund pursuant to each Subscription Agreement.
Forward Purchase Agreement and Forward Purchase Agreement Side Letter
In connection with the IPO, CCNB1 entered into the Forward Purchase Agreement with NBOKS, which provides for the purchase of up to the amount of the Forward Purchase Securities, for the Maximum Forward Purchase Amount, in a private placement to close concurrently with the closing of the initial business combination (which will be the Business Combination should it occur). In connection with the Business Combination Agreement, NBOKS and CCNB1 entered into a letter agreement (the “FPA Side Letter”), dated as of October 14, 2020, in the form attached as Annex C to this proxy statement/prospectus, whereby NBOKS confirmed the allocation to CCNB1 of the Maximum Forward Purchase Amount and that it would subscribe for the Forward Purchase Securities in connection with the Business Combination. The Forward Purchase will be made regardless of whether any Redemptions are made. The Forward Purchase Securities will be issued only in connection with the Closing. The proceeds from the sale of Forward Purchase Securities will be part of the consideration payable under the Business Combination Agreement. Pursuant to the FPA Side Letter, E2open Holdings is a third party beneficiary of CCNB1’s rights to enforce NBOKS’ obligation to fund pursuant to the Forward Purchase Agreement, subject to the terms and conditions set forth therein.
Backstop Agreement
Concurrently with the execution of the Business Combination Agreement, CCNB1 and NBOKS entered into that certain Backstop Facility Agreement (the “Backstop Agreement”), in the form attached as Annex D to this proxy statement/prospectus, pursuant to which NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS on a first come first serve basis, allocate up to an aggregate of $300,000,000 to the Business Combination, which amount shall not exceed the number of shares of CCNB1 subject to redemption (the “Backstop”). Under the Backstop Agreement, CCNB1 and NBOKS made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Backstop Agreement will not survive the consummation of the Backstop. The consummation of the Backstop is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation, the Closing of the Business Combination, and will be consummated simultaneously with the Business Combination. The Backstop Agreement will terminate automatically upon the termination of the Business Combination Agreement or otherwise in accordance with its terms. E2open Holdings is a third party beneficiary of CCNB1’s rights to enforce NBOKS’ obligation to fund pursuant to the Backstop Agreement, subject to the terms and conditions set forth therein.
 
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Organizational Structure
The diagrams below depict simplified versions of the current organizational structures of CCNB1 and E2open, respectively.
CCNB1 (Current Structure)
[MISSING IMAGE: tm2034650d1-fc_ccnbbw.jpg]
E2open (Current Structure)
[MISSING IMAGE: tm2034650d1-fc_e2openbw.jpg]
 
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The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Domestication and the Business Combination.
[MISSING IMAGE: tm2034650d1-fc_bussinbw.jpg]
Following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or Up-C) structure. This organizational structure will allow the Flow-Through Sellers to retain their equity ownership in E2open Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units, Series 1 RCUs and Series 2 RCUs. Each Flow-Through Seller will also hold a number of shares of Class V common stock equal to the number of Common Units held by such Flow-Through Seller, which will have no economic value, but which will entitle the holder thereof to one (1) vote per share at any meeting of the shareholders of the Company. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of CCNB1 and the Blocker Sellers and Vested Optionholders will, by contrast, hold their equity ownership in the Company, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. In addition, Unvested Optionholders will hold an award of restricted share units upon satisfaction of applicable vesting conditions (the “Restricted Share Units”) representing the right to receive a number of shares of Class A common stock. 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 and CCNB1” for additional information on our organizational structure, including the Tax Receivable Agreement. The Third Amended and Restated Limited Liability Company Agreement will provide unitholders in E2open Holdings the right to exchange Common Units, together with the cancellation of an equal number of shares of Class V common stock, for an equal number of shares of Class A common stock, subject to certain restrictions set forth therein. The Restricted Common Units held by unitholders in E2open Holdings will be subject to vesting conditions set forth in the Third Amended and Restated Limited Liability Company Agreement (described below under the heading “Shareholder Proposal 2: The Business Combination Proposal — Third Amended and Restated Limited Liability Company Agreement”) and will not be exchangeable for Class A common stock or entitled to receive distributions from E2open Holdings (subject to payment of a distribution catch-up amount, if and when vested) until such units vest in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement.
 
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Ownership of CCNB1 and the Company
As of the date of this proxy statement/prospectus, CCNB1 has an aggregate of 41,400,000 Class A ordinary shares issued and outstanding, an aggregate of 15,350,000 Class B ordinary shares issued and outstanding and an aggregate of 24,080,000 Warrants issued and outstanding, which is comprised of the 10,280,000 Private Placement Warrants held by the Sponsor and the 13,800,000 Public Warrants. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Class A common stock of the Company. Upon the consummation of the Domestication. CCNB1’s ordinary shares will convert into common stock of the Company, as further described herein.
Upon completion of the Business Combination, the Company will have outstanding (a) shares of Class A common stock, which are voting and economic interests in the Company, and will be held by Public Shareholders, the Sponsor Parties, the PIPE Investors, the Blocker Sellers and the Vested Optionholders, (b) warrants to purchase shares of Class A common stock, (c) shares of Class B common stock, comprised of Series B-1 common stock and Series B-2 common stock, which are non-voting, non-economic interests in the Company that automatically convert into an equal number of shares of Class A common stock upon the occurrence of a VWAP 1 Vesting Event or a VWAP 2 Vesting event, respectively, and will be held by the Sponsor Parties, the Blocker Sellers and the Vested Optionholders, (d) Restricted Share Units, which are non-voting, non-economic interests representing the right to receive shares of Class A common stock upon satisfaction of applicable vesting conditions, and will be held by the Unvested Optionholders, and (e) shares of Class V common stock, which are voting, non-economic interests in the Company, and will be held by the Flow-Through Sellers and correspond on a one-to-one basis with the Common Units, which are economic, non-voting interests in E2open Holdings, held by such Flow-Through Sellers. The Common Units, together with an equal number of shares of Class V common stock, can be exchanged for an equal number of shares of Class A common stock, subject to the conditions set forth in the Third Amended and Restated Limited Liability Company Agreement. Upon completion of the Business Combination, the Flow-Through Sellers will also hold Restricted Common Units, comprised of Series 1 RCUs and Series 2 RCUs, which are non-voting, non-economic units in E2open Holdings that automatically convert into an equal number of Common Units upon the occurrence of a Series 1 Vesting Event or Series 2 Vesting Event, respectively. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination” and the structure charts provided on pages 34 and 35.
It is anticipated that, upon completion of the Business Combination, assuming No Redemptions, (1) CCNB1’s Public Shareholders will own approximately 22.2% of the outstanding Class A common stock of the Company, (2) the Blocker Sellers and Vested Optionholders are expected to own approximately 22.9% of the outstanding Class A common stock of the Company, (3) the Flow-Through Sellers are expected to own approximately 15.9% of the outstanding Common Units of E2open Holdings and 100% of the Class V common stock of the Company entitling them to voting power in the Company commensurate with their equity ownership in E2open Holdings, (4) the Sponsor Parties and their affiliates are expected to own approximately 6.9% of the outstanding Class A common stock of the Company (including the portion of the PIPE Investment made by the foregoing), and (5) the PIPE Investors (excluding the Sponsor Parties and their affiliates) are expected to own approximately 37.3% of the outstanding Class A common stock of the Company. The Restricted Share Units (as well as the Restricted Common Units of E2open Holdings) are excluded from the above calculations, as neither security is entitled to voting or economic rights until and unless such security vests or converts according to its terms.
The following table summarizes the pro forma ownership of Class A common stock of the Company following the Business Combination, assuming (i) that none of CCNB1’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination (“No Redemptions”), (ii) that 41,400,000 of CCNB1’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination (representing the aggregate number of Class A ordinary shares outstanding as of September 30, 2020), and CCNB1 has received the $300,000,000 Backstop from NBOKS pursuant to the Backstop Agreement, (“Maximum Redemptions with Available Backstop”) and (iii) that CCNB1 would not have access to the $300.0 million Backstop pursuant to the Backstop Agreement and CCNB1 shareholders redeem 11,400,000 Class A ordinary shares (out of CCNB1 Class A ordinary shares outstanding of 41,400,000 at
 
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September 30, 2020), which is the maximum number of shares that may be redeemed without causing the E2open Minimum Cash Condition to the Closing of the Business Combination to be unsatisfied if the Backstop is not available (“Maximum Redemptions with No Backstop”), in each case in clauses (ii) and (iii) assuming that the aggregate proceeds of $200.0 million are received from the sale of the Forward Purchase Securities and there is no Permitted Equity Financing. The number of Class A ordinary shares redeemable assuming Maximum Redemptions (with Available Backstop or with No Backstop) assumes that the per share redemption price is $10.00; the actual per share redemption price will be the Redemption Price.
Assuming No Redemption
Assuming Maximum
Redemptions with
Available Backstop (1)
Assuming Maximum
Redemptions with No
Backstop (2)
Equity Capitalization Summary (shares in millions)
Shares
%
Shares
%
Shares
%
CCNB1 Shareholders
41.4 22.2% 0.0 0.0% 12.5 7.6%
NBOKS Backstop
0.0 0.0% 12.5 7.6% 0.0 0.0%
NBOKS Forward Purchase Agreement(3)
20.0 10.7% 20.0 12.2% 20.0 12.2%
Founder Shares(4)
12.9 6.9% 12.9 7.8% 12.9 7.8%
PIPE Investors(5)
69.5 37.3% 69.5 42.4% 69.5 42.4%
Existing E2open Owners interest in CCNB1(6)
42.8 22.9% 49.0 29.9% 49.0 29.9%
Total Class A common stock in CCNB1
186.6 100.0% 163.9 100.0% 163.9 100.0%
Net Cash Consideration to existing owners of
E2open ($ in millions)
592.5 478.5 478.5
(1)
Assumes that 41,400,000 Public Shares (the estimated maximum number of Public Shares that could be redeemed in connection with the Business Combination in based on a per share redemption price of $10.00 per share) are redeemed in connection with the Business Combination, and the maximum amount of 12,500,000 Class A ordinary shares are issued to NBOKS at $10.00 per share in exchange for the $125.0 million Backstop pursuant to the Backstop Agreement. The economic ownership and voting power of the existing E2open owners would increase proportionally following the Business Combination. Under the Maximum Redemptions with Available Backstop scenario, noncontrolling interest increases from 15.9% to 19.8%. The aggregate net cash consideration payable to the existing E2open owners relative to the No Redemption would decrease from $592.5 million to $478.5 million.
(2)
Assumes that 28,900,000 Class A ordinary shares are redeemed in connection with the Business Combination which is the maximum number of shares that may be redeemed without causing the E2open Minimum Cash Condition to the Closing of the Business Combination to be unsatisfied if the Backstop is not available. The net cash consideration payable to the existing E2open owners would decrease from $592.5 million to $478.5 million, and the economic ownership and voting power of the existing E2open owners would increase proportionally following the Business Combination.
(3)
Includes 20,000,000 shares of Class A common stock acquired pursuant to the Forward Purchase Agreement, as amended by the FPA Side Letter, for an aggregate investment of $200.0 million by NBOKS in exchange for the Forward Purchase Securities.
(4)
Includes 12,850,000 shares of Class A common stock issued upon conversion of the existing CCNB1 Class B ordinary shares. Shares of Class A common stock are issued upon the automatic conversion of the Class B ordinary shares concurrently with the consummation of the Business Combination. This excludes impact of 2,500,000 Restricted Sponsor Shares, held by the Sponsor and CCNB1 Independent Directors, which convert into shares of Class A common stock in accordance with the Certificate of Incorporation and the Sponsor Side Letter Agreement.
(5)
Represents the private placement pursuant to which CCNB1 entered into Subscription Agreements with certain PIPE Investors whereby such investors have agreed to subscribe for shares of CCNB1 Class A common stock at a purchase price of $10.00 per share. The PIPE Investors participating in the PIPE Investment, have agreed to purchase an aggregate of 69,500,000 shares of Class A common stock (including 2,450,000 shares by CC Capital, 1,530,000 shares by NBOKS and 870,000 shares by NBOKS Co-Invest).
 
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(6)
Represents existing E2open owners’ interest in 42,854,375 shares of CCNB1 Class A common stock. This excludes impact of Restricted Common Units vesting. This also excludes the Flow-Through Sellers’ noncontrolling economic interest in Common Units, which will be exchangeable (together with the cancellation of an equal number of shares of voting, non-economic Class V common stock) into Class A common stock on a 1-for-1 basis. The table below presents the Common Units and noncontrolling interest percentage:
Assuming
No Redemption
Assuming Maximum
Redemptions with
Available Backstop
Assuming Maximum
Redemptions with No
Backstop
Flow-Through Sellers’ noncontrolling interest (shares
in millions)
35.3 15.9% 40.5 19.8% 40.5 19.8%
221.9
204.4
204.4
The consideration to be received under the Business Combination Agreement is subject to adjustment to, among other things, appropriately reflect the effect of any stock dividend, share capitalization, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event that shall have occurred (including any of the foregoing in connection with the Domestication) prior to consummation of the Business Combination. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.”
The Shareholders Meeting
Date, Time and Place of Shareholders Meeting
The Shareholders Meeting will be held at 9:00 a.m., Eastern Time, on February 2, 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 Shareholder 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 Shareholders Meeting, each of the Condition Precedent Proposals have not been approved. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
Record Date; Outstanding Shares; Shareholders Entitled to Vote
CCNB1 has fixed the close of business on December 23, 2020, as the Record Date for determining the CCNB1 shareholders entitled to notice of and to attend and vote at the Shareholders Meeting.
As of the close of business on such date, there were 41,400,000 Class A ordinary shares and 15,350,000 Class B ordinary shares outstanding and entitled to vote. The Class A ordinary shares and the Class B ordinary shares vote together as a single class, except in the election of directors, as to which only holders of Class B ordinary shares vote, and each share is entitled to one vote per share at the Shareholders Meeting. The Sponsor owns 15,250,000 Class B ordinary shares of CCNB1. Pursuant to the Insider Letter Agreement, the Sponsor and each executive officer and director of CCNB1 has agreed to vote any Class B ordinary shares held by him or her in favor of the Business Combination.
Proxy Solicitation
Proxies with respect to the Shareholders Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. CCNB1 has engaged Morrow to assist in the solicitation of proxies. If a CCNB1 shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholders Meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Shareholders Meeting — Revoking Your Proxy; Changing Your Vote.”
 
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Quorum and Required Vote
A quorum of CCNB1 shareholders is necessary to hold the Shareholders Meeting. The presence, in person or by proxy, of CCNB1 shareholders representing a majority of the ordinary shares issued and outstanding on the Record Date and entitled to vote on the Shareholder Proposals to be considered at the Shareholders Meeting will constitute a quorum for the Shareholders Meeting.
Each of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal and the NYSE Proposal is interdependent upon the others and must be approved in order for CCNB1 to complete the Business Combination as contemplated by the Business Combination Agreement. The Organizational Documents Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. The Business Combination Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Proposals, the NYSE Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the CCNB1 ordinary shares that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Charter Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the CCNB1 ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting. The Organizational Documents Proposals do not require shareholders’ approval and are voted upon on a non-binding advisory basis.
Redemption Right
Pursuant to the Existing Organizational Documents, a Public Shareholder may request of CCNB1 that the Company redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)
(a) hold Public Shares, or (b) if you hold Public Shares through Units, you elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Right with respect to the Public Shares;
(ii)
submit a written request to the Transfer Agent, in which you (a) request that the Company redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
(iii)
deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.
Public Shareholders may seek to have their Public Shares redeemed by CCNB1, regardless of whether they vote for or against the Business Combination or any other Shareholder Proposals and whether they held Public Shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds Public Shares of CCNB1 on or before January 29, 2021 (two business days before the Shareholders Meeting) will have the right to demand that his or her Public Shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $414,050,661 on January 11, 2021 and including anticipated additional interest through the Closing (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the per share redemption price is expected to be approximately $10.00. A Public Shareholder that has properly tendered his, her or its Public Shares for Redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such Public Shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered Public Shares will be returned to the relevant Public Shareholders, as appropriate.
CCNB1 Public Shareholders who seek to redeem their Public Shares must demand Redemption no later than 5:00 p.m., Eastern Time, on January 29, 2021 (two business days before the Shareholders Meeting) by (a) submitting a written request to the Transfer Agent that CCNB1 redeem such Public Shareholder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for Redemption if such Public Shareholder is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) with any other shareholder with respect to ordinary shares of CCNB1 and (c) delivering their Public
 
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Shares, either physically or electronically using DTC’s DWAC System, at the Public Shareholder’s option, to the Transfer Agent prior to the Shareholders Meeting. If a Public Shareholder holds the Public Shares in street name, such Public Shareholder will have to coordinate with his, her or its broker to have such Public Shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming Public Shareholder. In the event the Business Combination is not completed, this may result in an additional cost to Public Shareholders for the return of their shares.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Right with respect to 15% or more of CCNB1’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by CCNB1.
Pursuant to the Insider Letter Agreement, the Sponsor and officers and directors of CCNB1 have waived all of their Redemption Right and will not have Redemption Right with respect to any CCNB1 Shares owned by them, directly or indirectly.
Holders of the Public Warrants will not have Redemption Right with respect to the Public Warrants.
For more information, see “Shareholders Meeting — Redemption Right.”
Appraisal Rights
CCNB1’s shareholders will not have appraisal rights under Cayman Islands law or otherwise in connection with the Business Combination Proposal or the other Proposals.
Interests of CCNB1’s Directors and Officers and Others in the Business Combination
When you consider the recommendation of the CCNB1 Board in favor of approval of the Business Combination Proposal, you should keep in mind that an argument could be made that CCNB1’s directors and officers have interests in such proposal that are different from, or in addition to, those of CCNB1 shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If CCNB1 does not complete a business combination transaction by April 28, 2022 (unless CCNB1 submits and its shareholders approve an extension of such date), CCNB1 will cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of the CCNB1 Board and CCNB1’s remaining shareholders, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 15,350,000 Class B ordinary shares owned by the Sponsor and CCNB1 Independent Directors would be worthless because, following the Redemption of the Public Shares, CCNB1 would likely have few, if any, net assets and because the Sponsor and CCNB1’s directors and officers have agreed, in the Insider Letter Agreement, to waive their rights to liquidating distributions from the Trust Account with respect to the Class B ordinary shares if CCNB1 fails to complete a Business Combination within the required period. The Sponsor purchased the Class B ordinary shares prior to CCNB1’s IPO for an aggregate purchase price of $25,000, or approximately $0.002 per share. Such Class B ordinary shares had an aggregate market value of $165.3 million based upon the closing price of $10.77 per share on NYSE on January 11, 2021, the most recent closing price.

Certain of CCNB1’s directors and officers have an interest in the Sponsor.

The Sponsor, which is owned 50% by CC Capital and 50% by NBOKS, paid $10,280,000 for 10,280,000 Private Placement Warrants to purchase Class A ordinary shares and such Private Placement Warrants will expire worthless if a business combination is not consummated by April 28, 2022.
 
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Chinh E. Chu and Eva F. Huston, current directors of CCNB1, are each expected to be directors of the Company after the consummation of the Business Combination. As such, in the future, they may receive any cash fees, stock options, stock awards or other remuneration that the Company Board determines to pay to such directors.

Mr. Chu has a controlling interest in CC Capital, which is a PIPE Investor and will receive 2,450,000 shares of Class A common stock at the Closing.

Charles Kantor, Director of CCNB1, is the portfolio manager of NBOKS, which (a) is a PIPE Investor and will receive 1,530,000 shares of Class A common stock at the Closing, (b) will be obligated to fund the Maximum Forward Purchase Amount at the Closing, and (c) subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital and NBOKS and to the extent of any redemptions subject to the applicable cap, will be obligated to fund the Backstop. In addition, Mr. Kantor is also the portfolio manager of a co-invest vehicle, NBOKS Co-Invest Fund I LP, organized to invest alongside NBOKS as a PIPE Investor and will receive shares of Class A common stock at the Closing.

CCNB1’s existing directors and officers will be eligible for continued indemnification and continued coverage under CCNB1’s directors’ and officers’ liability insurance after the Business Combination.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to CCNB1 if and to the extent any claims by a vendor for services rendered or products sold to CCNB1, or a prospective target business with which CCNB1 has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below (i) $10.00 per public share (or such higher amount then held in trust) or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under CCNB1’s indemnity of the underwriters of CCNB1’s IPO against certain liabilities, including liabilities under the Securities Act.

Following completion of the Business Combination, the Sponsor, CCNB1’s officers and directors and their respective affiliates will be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial business combination (which will be the Business Combination should it occur), and repayment of any other loans, if any, and on such terms as to be determined by CCNB1 from time to time, made by the Sponsor or certain of CCNB1’s officers and directors to finance transaction costs in connection with an intended initial business combination (which will be the Business Combination should it occur). If CCNB1 fails to complete a Business Combination within the required period, the Sponsor and CCNB1’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

In connection with the execution of the Business Combination Agreement, CCNB1 and the Sponsor Parties entered into the Sponsor Side Letter Agreement, pursuant to which 2,500,000 Class B ordinary shares of CCNB1 held by the Sponsor will be converted into the Restricted Sponsor Shares. For more information, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Side Letter Agreement.”

Pursuant to the Investor Rights Agreement, the Sponsor will have the right to designate up to five directors to the Company Board, subject to certain conditions and certain step-down provisions, and the Insight Member will have the right to designate up to three directors to the Company Board, subject to certain conditions and certain step-down provisions.

Pursuant to the Investor Rights Agreement, the IRA Parties and the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Class A common stock and warrants of the Company held by such parties.
 
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CCNB1’s directors and executive officers have agreed to vote all of their ordinary shares in favor of the proposals being presented at the Shareholders Meeting and waive their Redemption Right with respect to such ordinary shares in connection with the consummation of the Business Combination. The Class B ordinary shares will be excluded from the pro rata calculation used to determine the Redemption Price. As of the date of this proxy statement/prospectus, CCNB1’s directors and executive officers own approximately 27.0% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor Parties, or their respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of such Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Right. In the event that the Sponsor Parties or their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their Redemption Right, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (1) holders of a majority of the ordinary shares as of the Record Date, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Equity Incentive Plan Proposal, the NYSE Proposal, the Organizational Documents Proposals, and the Adjournment Proposal, (2) holders of at least two-thirds of the ordinary shares as of the Record Date, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Charter Proposal, (3) otherwise limit the number of Public Shares electing to redeem, and (4) CCNB1’s net tangible assets (as determined in accordance with Rule 3a51-1 (g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be submitted at the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of CCNB1’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 CCNB1 and its shareholders and what he/she or they may believe is best for himself/herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CCNB1’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Recommendation to Shareholders of CCNB1
The CCNB1 Board has unanimously approved the Shareholder Proposals.
The CCNB1 Board unanimously recommends that shareholders:

Vote “FOR” the Domestication Proposal;

Vote “FOR” the Business Combination Proposal;
 
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Vote “FOR” the Equity Incentive Plan Proposal;

Vote “FOR” the Charter Proposal;

Vote “FOR” each of the Organizational Documents Proposals;

Vote “FOR” the NYSE Proposal; and

Vote “FOR” the Adjournment Proposal.
The existence of any financial and personal interests of one or more of CCNB1’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 CCNB1 and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of CCNB1’s Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.
Cash Sources and Uses of Funds for the Business Combination
The following tables summarize the estimated cash sources and uses for funding the Business Combination assuming (i) No Redemptions, (ii) Maximum Redemptions with Available Backstop, and (iii) Maximum Redemptions with No Backstop. The number of Class A ordinary shares redeemable assuming Maximum Redemptions (with Available Backstop or with No Backstop) assumes that the per share redemption price is $10.00; the actual per share redemption price will be the Redemption Price.
Estimated Cash Sources and Uses (No Redemptions, in millions)
Sources
Uses
Record new term loan(9)
351.8
Repay E2Open debt(5)
946.8
Trust Account(1)(4)
414.0
Cash to existing owners of E2open
592.5
PIPE investment(3)
695.0
Estimated Buyer transaction costs(6)
45.7
Forward purchase agreement(2)
200.0
Estimated debt financing costs
19.1
Estimated Seller transaction costs(7)
40.0
Cash to balance sheet
16.7
Total Sources
1,660.8
Total Uses
1,660.8
Estimated Cash Sources and Uses (Maximum Redemptions with Available Backstop, $ in millions)
Sources
Uses
Record new term loan(9)
525.0
Repay E2Open debt(5)
946.8
Trust Account(1)(4)
414.0
Cash to existing owners of E2open
478.5
PIPE investment(3)
695.0
Estimated Buyer transaction costs(6)
45.7
Forward purchase agreement(2)
200.0
Estimated debt financing costs
17.3
Backstop
125.0
Estimated Seller transaction costs(7)
40.0
Redemption of common shares(8)
414.0
Cash to balance sheet
16.7
Total Sources
1,959.0
Total Uses
1,959.0
 
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Estimated Cash Sources and Uses (Maximum Redemptions with No Backstop, $ in millions)
Sources
Uses
Record new term loan(9)
525.0
Repay E2Open debt(5)
946.8
Trust Account(1)(4)
414.0
Cash to existing owners of E2open
478.5
PIPE investment(3)
695.0
Estimated Buyer transaction costs(6)
45.7
Forward purchase agreement(2)
200.0
Estimated debt financing costs
17.3
Estimated Seller transaction costs(7)
40.0
Redemption of common shares(8)
289.0
Cash to balance sheet
16.7
Total Sources
1,834.0
Total Uses
1,834.0
(1)
Represents the expected amount of the restricted investments and cash held in the Trust Account upon consummation of the Business Combination.
(2)
Represents the proceeds from the Forward Purchase Agreement, which provides for the purchase of the Forward Purchase Securities for the Maximum Forward Purchase Amount in a private placement to close concurrently with the Closing.
(3)
Represents the proceeds from the PIPE Investment (including proceeds from CC Capital, NBOKS and NBOKS Co-Invest).
(4)
Includes the expected amount of the restricted interest held in the Trust Account upon consummation of the Business Combination at the Closing.
(5)
Represents the amount of existing E2open debt that the combined company intends to pay down upon the Closing. This cash will be applied to E2open's credit facilities with Golub Capital and Silicon Valley Bank.
(6)
Represents the total estimated transaction fees and expenses incurred by CCNB1 as part of the Business Combination.
(7)
Represents the total estimated transaction fees and expenses incurred by E2open as part of the Business Combination.
(8)
Assumes that the maximum number of Class A ordinary shares that can be redeemed are redeemed, while still satisfying the Minimum Cash Conditions and that there is no Backstop or Permitted Equity Financing to replace such redemptions.
(9)
Represents the proceeds from a commitment for financing in the form of a $525 million term loan, the full amount of which financing is expected to be funded concurrently with the completion of the Business Combination. Under the No Redemptions scenario, available cash would be used to prepay $173.2 million of the New Credit Facilities, resulting in net debt of $351.8 million.
Material U.S. Federal Income Tax Consequences
As discussed more fully under the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1 Shareholders” below, the Domestication generally should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as CCNB1, this result is not entirely clear. In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of CCNB1 Shares will be subject to Section 367(b) of the Code and as a result:

a U.S. Holder of CCNB1 Shares whose CCNB1 Shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of CCNB1 Shares entitled to vote and less than 10% of the total value of all classes of CCNB1 Shares, will generally not recognize any gain or loss and will generally not be required to include any part of CCNB1’s earnings in income pursuant to the Domestication;
 
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a U.S. Holder of CCNB1 Shares whose CCNB1 Shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of CCNB1 Shares entitled to vote and less than 10% of the total value of all classes of CCNB1 Shares, will generally recognize gain (but not loss) on the exchange of CCNB1 Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their CCNB1 Shares, provided certain other requirements are satisfied. CCNB1 does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

a U.S. Holder of CCNB1 Shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of CCNB1 Shares entitled to vote or 10% or more of the total value of all classes of CCNB1 Shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its CCNB1 Shares. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. CCNB1 does not expect to have significant cumulative earnings and profits on the date of the Domestication.
Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of CCNB1 Shares or Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its CCNB1 Shares or Public Warrants for the common stock or warrants of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging Public Warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding CCNB1 Shares or Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because CCNB1 is a blank check company with no current active business, subject to the potential application of the start-up exception discussed below, we believe that CCNB1 may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of CCNB1 Shares or Public Warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of the Delaware corporation pursuant to the Domestication, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s CCNB1 Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s Public Warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of CCNB1. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1 Shareholders — U.S. Holders — PFIC Considerations.”
In the event that the Domestication is completed on or before December 31, 2020, it is possible that CCNB1 may be eligible for the “start-up exception.” If the start-up exception applies, CCNB1 will not have been a PFIC for its first taxable year that ends as a result of the Domestication. For more information on the start-up exception, see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1 Shareholders —  U.S. Holders — PFIC Considerations — Definition and General Taxation of a PFIC.
For a description of the tax consequences for Public Shareholders exercising Redemption Right in connection with the Business Combination, see the sections entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1
 
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Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Right” and “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1 Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Right.”
Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1 Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s Company shares after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to Public Warrants, see “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to CCNB1 Shareholders.”
Regulatory Approvals
The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with the Registrar of Companies of the Cayman Islands and Secretary of State of the State of Delaware necessary to effectuate the Domestication, (ii) filings required with the SEC pursuant to the reporting requirements applicable to CCNB1, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to CCNB1’s shareholders and (iii) filings required pursuant to the Hart-Scott-Rodino Act (“HSR Act”) with respect to the transactions contemplated by the Business Combination Agreement. CCNB1 must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with NYSE of a press release disclosing the Domestication, among other things.
Emerging Growth Company
CCNB1 is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. CCNB1 has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies. CCNB1, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of CCNB1’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of CCNB1’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the
 
45

 
market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Risk Factors
In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the Annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF CCNB1
CCNB1 is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. CCNB1’s balance sheet data as of June 30, 2020 and statement of operations data for the period from January 14, 2020 (inception) through June 30, 2020, are derived from CCNB1’s audited financial statements included elsewhere in this proxy statement/prospectus. CCNB1’s balance sheet data as of September 30, 2020 and the statement of operations data and cash flow data for the nine months ended September 30, 2020 are derived from CCNB1’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus. The information is only a summary and should be read in conjunction with CCNB1’s consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCNB1” contained elsewhere in this proxy statement/prospectus. Our historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
 
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Balance Sheet
September 30, 2020
(Unaudited)
As of 
June 30, 2020
(audited)
Assets:
Current assets:
Cash
$ 1,446,391 $ 1,643,079
Prepaid expenses
366,791 465,063
Total current assets
1,813,182 2,108,142
Investments in money market funds held in Trust Account
414,039,090 414,028,653
Total Assets
$ 415,852,272 $ 416,136,795
Liabilities and Shareholders’ Equity:
Current liabilities:
Accrued expenses
$ 1,141,145 217,145
Accounts payable
775,431 872,438
Due to related party
17,572
Total current liabilities
1,934,148 1,089,583
Deferred legal fees
947,087 947,087
Deferred underwriting commissions
14,490,000 14,490,000
Total liabilities
17,371,235 $ 16,526,670
Commitments and Contingencies:
Class A ordinary shares, $0.0001 par value, 500,000,000 shares
authorized, 39,461,012 shares subject to possible redemption at $10.00
per share, subject to redemption
393,481,030 394,610,120
Shareholders’ Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,938,988 shares issued and outstanding (excluding 39,461,012 shares subject to possible
redemption)
205 194
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized;
15,350,000 shares issued and outstanding
1,535 1,535
Additional paid-in capital
6,293,998 5,164,919
Accumulated deficit
(1,295,731) (166,643)
Total Shareholders’ Equity
5,000,007 5,000,005
Total Liabilities and Shareholders’ Equity
$ 415,852,272 $ 416,136,795
 
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Statement of Operations
For the
three months ended
September 30, 2020
(Unaudited)
For the
period from
January 14, 2020
(inception)
through
September 30, 2020
(Unaudited)
For the
Period from
January 14, 2020
(inception)
through
June 30, 2020
(Unaudited)
General and administrative expenses
$ 1,139,525 $ 1,334,821 $ 195,296
Loss from operations
(1,139,525) (1,334,821) (195,296)
Investment income on Trust Account
10,437 39,090 28,653
Net Loss
$ (1,129,088) $ (1,295,731) (166,643)
Weighted average shares outstanding of Class A ordinary shares
41,400,000 41,400,000 41,400,000
Basic and diluted net income per share, Class A
$ 0.00 $ 0.00 $ 0.00
Weighted average shares outstanding of Class B ordinary shares
15,350,000 15,350,000 15,350,000
Basic and diluted net loss per share, Class B
$ (0.07) $ (0.09) $ (0.01)
 
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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF E2OPEN
The following selected financial data is only a summary of E2open’s consolidated financial statements and should be read in conjunction with E2open’s consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of E2open” contained elsewhere in this proxy statement/prospectus. E2open’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. The following selected statements of operations data for the six months ended August 31, 2020 and August 31, 2019, and fiscal years ended February 29, 2020 and February 28, 2019, and the following selected balance sheets data as of August 31, 2020, February 29, 2020 and February 28, 2019 have been derived from E2open’s consolidated financial statements included elsewhere in this prospectus/proxy statement.
Statements of Operations
(in millions)
Fiscal Year Ended
February 29, 2020
Fiscal Year Ended
February 28, 2019
Six Months Ended
August 31, 2020
Six Months Ended
August 31, 2019
Total revenue
$ 305.1 $ 201.2 $ 164.9 $ 137.2
Income/(loss) from operations
(41.1) (12.9) 8.8 (29.0)
Net loss
(101.4) (30.1) (41.3) (54.8)
Balance Sheets
(in millions)
As of
February 29, 2020
As of
February 28, 2019
As of
August 31, 2020
Total current assets
$ 179.8 $ 137.0 $ 130.5
Total assets
$ 1,440.0 $ 951.1 $ 1,375.6
Total liabilities
$ 1,225.4 $ 647.9 $ 1,196.9
Total members’ equity
$ 214.6 $ 303.2 $ 178.7
Total liabilities and members’ equity
$ 1,440.0 $ 951.1 $ 1,375.6
Non-GAAP Financial Measures
References in this section we “we” and “our” refer to E2open Holdings, LLC and its consolidated subsidiaries.
We include the non-GAAP financial measures Adjusted Gross Profit, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin in this proxy statement/prospectus. We believe these non-GAAP measures are useful to investors in evaluating our operating performance, as they are similar to measures reported by our public competitors and are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. We use these non-GAAP financial measures to evaluate E2open’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.
Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Pro Forma Adjusted EBITDA, and Pro Forma Adjusted EBITDA Margin are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. There are limitations to non-GAAP financial measures because they exclude charges and credits that are required to be included in GAAP financial presentation. The items excluded from GAAP financial measures such as net loss to arrive at non-GAAP financial measures are significant components for understanding and assessing the Company’s financial performance. As a result, non-GAAP financial measures should be considered together with, and not alternatives to, financial measures prepared in accordance with GAAP.
Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from certain projections of non-GAAP financial measures such as Pro Forma Adjusted
 
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EBITDA and Pro Forma Adjusted EBITDA Margin (recognizing the probability of significance of this information) the Company is 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.
Adjusted Gross Profit and Adjusted Gross Margin
We define Adjusted Gross Profit as our reported gross profit plus depreciation and amortization, and Adjusted Gross Margin is calculated using Adjusted Gross Profit rather than reported gross profit. The table below presents our Adjusted Gross Profit reconciled to our reported gross profit, the closest U.S. GAAP measure, for the periods indicated:
Year Ended February 29,
Six Months Ended August 31,
($ in millions)
2020
2019
2020
2019
Gross profit:
Reported gross profit
184.0 127.6 104.0 84.6
Depreciation and amortization
25.1 11.7 13.4 10.1
Adjusted gross profit
209.1 139.3 117.4 94.7
Gross margin
60.3% 63.4% 63.0% 61.6%
Adjusted gross margin
68.5% 69.2% 71.1% 69.0%
Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin
We define EBITDA as net loss before interest expense, income tax expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted to exclude certain non-cash items such as loss on debt refinancing and loss on investments, acquisition and integration costs such as accounting and legal expenses incurred in connection with prior acquisitions, non-recurring costs including foreign currency exchange losses and temporary COVID-19 expenses, and unit-based compensation. We define Pro Forma Adjusted EBITDA as Adjusted EBITDA further adjusted for the pro forma run rate impact of actioned or near-actioned cost savings related to the integration of Amber Road and INTTRA. We also report our Pro Forma Adjusted EBITDA as a percentage of total revenue as an additional measure to evaluate our Pro Forma Adjusted EBITDA margins on total revenues.
The table below presents our Adjusted EBITDA reconciled to our net loss, the closest U.S. GAAP measure, for the periods indicated:
Year Ended February 29,
Six Months Ended August 31,
($ in millions)
2020
2019
2020
2019
Net loss
$ (101.4) $ (30.1) $ (41.3) $ (54.8)
Adjusted for:
Interest expense, net
66.3 21.9 36.0 26.9
Income tax expense (benefit)
(7.3) (8.2) 14.4 (2.0)
Depreciation and amortization
60.4 34.3 33.9 26.4
EBITDA 18.0 17.9 43.0 (3.5)
EBITDA margin
5.9% 8.9% 26.1% (2.6)%
Non-cash adjustments(1)
2.4
Acquisition-related adjustments(2)
25.0 15.3 5.4 17.5
Non-recurring/non-operating costs(3)
6.3 3.5 0.5 2.7
Unit-based compensation(4)
19.2 8.2 4.3 12.5
Adjusted EBITDA
68.5 47.3 53.2 29.2
Pro forma synergy adjustments(5)
5.5
Public company costs(6)
(2.5)
Pro forma adjusted EBITDA
56.2
Pro forma adjusted EBITDA margin
34.1%
 
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(1)
Includes non-cash loss on debt refinance and (gain) / loss on investments.
(2)
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 acquisition of Amber Road and the Business Combination.
(3)
Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification, advisory fees, and expenses related to retention of key employees from acquisitions.
(4)
Reflect non-cash, long-term unit-based compensation expense, primarily related to senior management. Fiscal year 2020 unit-based compensation includes a $9.5 million increase attributable to the acceleration of certain unit-based awards that were accelerated in connection with the Amber Road acquisition.
(5)
Represents the run rate impact of actioned or near-actioned cost savings related to the integration of Amber Road and INTTRA, including duplicative and extraneous personnel and outsourced labor costs; software and hosting costs; facilities costs; and marketing, administrative and other costs at acquired companies. We anticipate all integration-related cost savings to be realized by the end of fiscal year 2021.
(6)
As a consequence of the Business Combination, E2open will be the subsidiary of an SEC-registered and NYSE-listed company, which will require us to hire additional staff and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses for, among other things, directors’ and officers’ liability insurance additional internal and external accounting, legal and administrative resources, and SEC filing fees. E2open estimates that annual run rate impact of these incremental costs will be approximately $5 million per year.
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
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:

The acquisition of E2open by CCNB1, resulting reorganization into an umbrella partnership C corporation structure, and other agreements entered into as part of the Business Combination Agreement as of October 14, 2020, by and among CCNB1, E2open, the Blockers, the Blocker Merger Subs and the Company Merger Sub;

Repayment of E2open debt and entering into new term loan (collectively the “Business Combination”); and

The Amber Road, Inc. (“Amber”) acquisition by E2open on July 2, 2019 (the “Acquisition”).
CCNB1 is 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. As of September 30, 2020, there was approximately $414.0 million held in the Trust Account.
E2open is a leading provider of 100% cloud-based, end-to-end supply chain management software. E2open’s software combines networks, data, and applications to provide a deeply embedded, mission-critical platform that allows customers to optimize their supply chain by accelerating growth, reducing costs, increasing visibility, and driving improved resiliency. In aggregate, E2open serves more than 1,200 customers in over 180 countries across a wide range of end-markets, including technology, consumer, industrial, and transportation, among others. On July 2, 2019, E2open acquired 100% of the equity of Amber at a price of $13.05 per share or approximately $428.6 million in cash consideration. See Note 3 for additional discussion of the Acquisition.
The organizational structure following the completion 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, upon the completion of the Business Combination, 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, upon consummation of the Business Combination, will be renamed to E2open Parent Holdings, Inc., 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 and CCNB1” for additional information on our organizational structure, including the Tax Receivable Agreement.
On October 14, 2020, E2open was provided a commitment for financing from a syndicate of lenders including Goldman Sachs Bank USA, Credit Suisse AG, Golub Capital LLC, Deutsche Bank AG New
 
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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 (together, the ‘‘Credit Facilities’’), which financing is expected to be funded concurrently with the completion of the Business Combination. The new term loan is expected to mature seven years after the Closing Date and the new revolving facility is expected to mature five years after the Closing Date. Loans under the Credit Facilities are expected to bear interest, at E2open’s option, at a rate equal to the adjusted LIBOR or an alternate base rate, in each case, plus a spread. All obligations of E2open under the Credit Facilities and, at the option of E2open, under hedging agreements and cash management arrangements will be guaranteed by E2open Holdings, E2open (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 E2open (subject to customary exceptions). The closing of the new debt financing is conditioned on, among other things, the consummation of the Business Combination. This new financing, along with the proceeds from the Business Combination noted above, will be used to refinance the E2open’s term loan due 2024, pay off the SVB Credit Facility, distribute cash to existing shareholders, provide cash for working capital and pay transaction fees incurred with the Business Combination. The new term loan has an interest rate of LIBOR plus 3.5%. The Company’s existing term loan due 2024 and related revolving credit facility are expected to be terminated upon repayment.
The pro forma 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 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 Acquisition.
The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination occurred on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 present the pro forma effect of the Business Combination and Acquisition as if they had been completed on January 1, 2019.
CCNB1’s and Amber’s fiscal years end on December 31, whereas E2open’s fiscal year ends on the last day in February. 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 year ended December 31, 2019 combines the E2open audited consolidated statement of operations for the year ended February 29, 2020 and Amber unaudited financial results for the four-months period from March 1, 2019 through July 2, 2019. CCNB1 did not exist during the year ended December 31, 2019 and therefore is not presented for the annual period. The pro forma condensed combined statement of operations for the nine months ended September 30, 2020 combines the E2open unaudited consolidated statement of operations for the nine months ended August 31, 2020 and CCNB1 unaudited financial results for the period from January 14, 2020 (inception) through September 30, 2020.
The unaudited pro forma condensed combined balance sheet combines the E2open unaudited historical consolidated balance sheet as of August 31, 2020 and the CCNB1 unaudited historical consolidated balance sheet as of September 30, 2020, giving effect to the Business Combination as if it had been consummated on September 30, 2020.
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 financial statements.
The unaudited pro forma condensed combined financial statements are presented in three scenarios: (1) assuming No Redemptions, (2) assuming Maximum Redemptions with Available Backstop, and (3) assuming Maximum Redemptions with No Backstop.

The No Redemptions scenario assumes that no CCNB1 shareholders elect to redeem their Class A ordinary shares for a pro rata portion of cash in the Trust Account, and thus the full amount held in
 
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the Trust Account as of Closing is available for the Business Combination. Available cash would be used to prepay $173.2 million of the Credit Facilities, resulting in net debt of $351.8 million.

The Maximum Redemptions with Available Backstop scenario assumes that CCNB1 shareholders redeem the maximum number of their Class A ordinary shares, or 41,400,000 Class A ordinary shares (based on CCNB1 Class A ordinary shares outstanding of 41,400,000 at September 30, 2020), for a pro rata portion of cash in the Trust Account, and CCNB1 has received $125.0 million from NBOKS as of the Closing available for the Business Combination as a result of NBOKS’ subscription for up to 12,500,000 Class A ordinary shares (or Class A common stock) at $10.00 per share pursuant to the Backstop Agreement. Pursuant to the Backstop Agreement, CCNB1 may have access to up to $125.0 million from NBOKS to replace funds from the Trust Account utilized to fund redemptions, which will be available for the Business Combination. The Backstop may be available to other CC Capital and NBOKS jointly-sponsored entities on a first come first serve basis and, therefore, the availability of this funding is uncertain. CCNB1 will have the ability to raise additional equity financing prior to Closing to provide a source of funds for the Business Combination, which would further reduce the Backstop and is not factored into the Maximum Redemptions with Available Backstop scenario. In the event the entire $125.0 million Backstop is funded, the economic ownership and voting power in CCNB1 belonging to NBOKS would increase by 12,500,000 shares. The economic ownership and voting power of the existing E2open owners and would increase proportionally, following the Business Combination. Under the Maximum Redemptions with Available Backstop scenario, noncontrolling interest increases from 15.9% to 19.8%. The aggregate net cash consideration payable to the existing E2open owners relative to the No Redemption scenario would decrease from $592.5 million to $478.5 million.

The Maximum Redemptions with No Backstop scenario assumes that CCNB1 would not have access to the $125.0 million Backstop pursuant to the Backstop Agreement and CCNB1 shareholders redeem 28,900,000 Class A ordinary shares (out of CCNB1 Class A ordinary shares outstanding of 41,400,000 at September 30, 2020), which is the maximum number of shares that may be redeemed without causing the E2open Minimum Cash Condition to the Closing of the Business Combination to be unsatisfied if the Backstop is not available, for a pro rata portion of cash in the Trust Account. This would reduce the economic ownership and voting power in CCNB1 belonging to CCNB1 shareholders to 12,500,000 shares. At the same time, the net cash consideration payable to the existing E2open owners relative to the No Redemption would decrease, and the economic ownership and voting power of the existing E2open owners would increase proportionally, following the Business Combination. CCNB1 also has the ability to raise additional equity financing prior to the Closing to provide a source of funds for the Business Combination, which is not factored into the No Backstop scenario. Under the Maximum Redemptions with No Backstop scenario, noncontrolling interest increases to 19.8%.
In all three scenarios, the amount of cash available is sufficient to (a) pay a portion of the cash consideration to existing E2open owners, (b) pay transaction expenses, and (c) repay existing E2open term debt upon closing of the Business Combination.
In all three scenarios, the unaudited 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 CCNB1 as the accounting acquirer and E2open as the accounting acquiree. The ultimate determination of the accounting acquirer is a qualitative and quantitative assessment that requires careful consideration, of which the final determination will occur after the consummation of the Business Combination. However, in all redemption scenarios, CCNB1 has been determined to be the accounting acquirer based on evaluation of the following factors:

CCNB1 will be the sole managing member of E2open Holdings, the managing member has full and complete charge of all affairs of E2open and the existing non-managing member equityholders of E2open Holdings do not have substantive participating or kick out rights;

The Sponsor and its affiliates have the right to nominate five of the six initial members who will serve on the Board of Directors of CCNB1; and

The current controlling shareholder of E2open, Insight Partners, will not have a controlling interest in CCNB1 or E2open following consummation of the Business Combination as it will hold less than 50% of voting interests in all three redemption scenarios.
 
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The factors discussed above support the conclusion that CCNB1 will acquire a controlling interest in E2open and will be the accounting acquirer. CCNB1 is the primary beneficiary of E2open, which is a variable interest entity (“VIE”), since it has the power to direct the activities of E2open that most significantly impact E2open's economic performance through its role as the managing member, and CCNB1's variable interests in E2open include ownership of E2open, which results in the right (and obligation) to receive benefits (and absorb losses) of E2open that could potentially be significant to CCNB1. Therefore, the Business Combination constitutes a change in control and will be accounted for using the acquisition method. Under the acquisition method of accounting, the purchase price will be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of E2open, based on their estimated acquisition-date fair values. These estimates will be determined through established and generally accepted valuation techniques. Transaction costs will be expensed as if the Business Combination consummated on January 1, 2019.
The following summarizes the pro forma ownership of Class A common stock of the Company following the Business Combination, under the three scenarios:
Assuming
No Redemption
Assuming Maximum
Redemptions with Available
Backstop(1)
Assuming Maximum
Redemption with No
Backstop(2)
Equity Capitalization Summary (shares in millions)
Shares
%
Shares
%
Shares
%
CCNB1 Shareholders
41.4 22.2% 0.0 0.0% 12.5 7.6%
NBOKS Backstop
0.0 0.0% 12.5 7.6% 0.0 0.0%
NBOKS Forward Purchase Agreement(3)
20.0 10.7% 20.0 12.2% 20.0 12.2%
Founder Shares(4)
12.9 6.9% 12.9 7.8% 12.9 7.8%
PIPE Investors(5)
69.5 37.3% 69.5 42.4% 69.5 42.4%
Existing E2open Owners interest in
CCNB1(6)
42.8 22.9% 49.0 29.9% 49.0 29.9%
Total Class A common stock in CCNB1
186.6 100.0% 163.9 100.0% 163.9 100.0%
Net Cash Consideration to existing owners of E2open ($ in millions)
592.5 478.5 478.5
(1)
Assumes that 41,400,000 Public Shares (the estimated maximum number of Public Shares that could be redeemed in connection with the Business Combination in based on a per share redemption price of $10.00 per share) are redeemed in connection with the Business Combination, and the maximum amount of 12,500,000 Class A ordinary shares are issued to NBOKS at $10.00 per share in exchange for the $125.0 million Backstop pursuant to the Backstop Agreement. The economic ownership and voting power of the existing E2open owners would increase proportionally following the Business Combination. Under the Maximum Redemptions with Available Backstop scenario, noncontrolling interest increases from 15.9% to 19.8%. The aggregate net cash consideration payable to the existing E2open owners relative to the No Redemption would decrease from $592.5 million to $478.5 million.
(2)
Assumes that 28,900,000 Class A ordinary shares are redeemed in connection with the Business Combination which is the maximum number of shares that may be redeemed without causing the E2open Minimum Cash Condition to the Closing of the Business Combination to be unsatisfied if the Backstop is not available. The net cash consideration payable to the existing E2open owners would decrease from $592.5 million to $478.5 million, and the economic ownership and voting power of the existing E2open owners would increase proportionally following the Business Combination.
(3)
Includes 20,000,000 shares of Class A common stock acquired pursuant to the Forward Purchase Agreement, as amended by the FPA Side Letter, for an aggregate investment of $200.0 million by NBOKS in exchange for the Forward Purchase Securities.
(4)
Includes 12,850,000 shares of Class A common stock issued upon conversion of the existing CCNB1 Class B ordinary shares. Shares of Class A common stock are issued upon the automatic conversion of the Class B ordinary shares concurrently with the consummation of the Business Combination. This excludes impact of 2,500,000 Restricted Sponsor Shares, held by the Sponsor and CCNB1 Independent
 
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Directors, which convert into shares of Class A common stock in accordance with the Certificate of Incorporation and the Sponsor Side Letter Agreement.
(5)
Represents the private placement pursuant to which CCNB1 entered into Subscription Agreements with certain PIPE Investors whereby such investors have agreed to subscribe for shares of CCNB1 Class A common stock at a purchase price of $10.00 per share. The PIPE Investors participating in the PIPE Investment, have agreed to purchase an aggregate of 69,500,000 shares of Class A common stock (including 2,450,000 shares by CC Capital, 1,530,000 shares by NBOKS and 870,000 shares by NBOKS Co-Invest).
(6)
Represents existing E2open owners’ interest in 42,854,375 shares of CCNB1 Class A common stock. This excludes impact of Restricted Common Units vesting. This also excludes the Flow-Through Sellers’ noncontrolling economic interest in Common Units, which will be exchangeable (together with the cancellation of an equal number of shares of voting, non-economic Class V common stock) into Class A common stock on a 1-for-1 basis. The table below presents the Common Units and noncontrolling interest percentage:
Assuming
No Redemption
Assuming Maximum
Redemptions with Available
Backstop
Assuming Maximum
Redemption with No
Backstop
Flow-Through Sellers’ noncontrolling interest (shares in millions)
35.3 15.9% 40.5 19.8% 40.5 19.8%
221.9 204.4 204.4
The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 are based on the historical financial statements of CCNB1, E2open, and Amber. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
As of
September 30,
2020
As of
August 31,
2020
Pro Forma as of September 30, 2020
Unaudited Pro Forma Condensed Balance
Sheet Data
($ in millions)
CCNB1
E2open
No
Redemption
Maximum
Redemptions
with Available
Backstop
Maximum
Redemption with
No Backstop
Total current assets
1.8 130.5 149.0 149.0 149.0
Total assets
415.8 1,375.6 3,382.7 3,554.7 3,554.7
Total liabilities
17.3 1,196.8 891.0 1,063.0 1,063.0
Total shareholders’ equity
398.5 178.8 2,138.7 2,086.7 2,086.7
Total noncontrolling interest
353.0 405.0 405.0
 
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From January 14,
2020 through
September 30,
2020
For the Nine
Months Ended
August 31,
2020
Pro Forma for the period from Inception through
September 30, 2020
Unaudited Pro Forma Condensed Combined
Statement of Operations Data
($ in millions)
CCNB1
E2open
No
Redemption
Maximum
Redemptions
with Available
Backstop
Maximum
Redemption
with No
Backstop
Total revenue
249.1 247.6 247.6 247.6
Income (loss) from operations
(1.3) 3.3 (28.1) (28.1) (28.1)
Net loss
(1.3) (62.2) (49.8) (54.0) (54.0)
Loss per share (basic)
N/A (0.24) (0.28) (0.28)
Loss per share (diluted)
N/A (0.24) (0.28) (0.28)
For the Year
Ended
February 29,
2020
For the Period
March 1, 2019
through July 2,
2019
Pro Forma for the Year Ended December 31, 2019
Unaudited Pro Forma Condensed Combined
Statement of Operations Data
($ in millions)
E2open
Amber
No
Redemption
Maximum
Redemptions
with Available
Backstop
Maximum
Redemption
with No
Backstop
Total revenue
305.1 28.2 305.3 305.3 305.3
Loss from operations
(41.0)