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CUSIP NO. 29788T 103
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4
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SCHEDULE 13D/A
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Chinh E. Chu and CC NB Sponsor 1 Holdings LLC (each a Reporting Person and
together the Reporting Persons) are filing this Amendment No. 2 (the Amendment) to amend and supplement the Statement on Schedule 13D relating to the Class A Common Stock, $0.0001 par value per share
(Common Stock), of E2open Parent Holdings, Inc., a Delaware corporation (E2open or the Issuer), filed by the Reporting Persons with the SEC on February 22, 2021 (the
Original Schedule 13D), as amended by Amendment No. 1 filed by the Reporting Persons with the SEC on June 1, 2021 (such Amendment, together with the Original Schedule 13D, the CC Schedule 13D).
Capitalized terms not defined herein have the meanings given to such terms in the CC Schedule 13D. Except as set forth herein, the CC Schedule 13D is unmodified.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On September 1, 2021, all conditions to the closing of the Transaction (as defined in Amendment No. 1) were either satisfied or
waived, and the Transaction closed (defined in Amendment No. 1 as the Completion). Upon the Completion of the Transaction, the PIPE Financing was consummated and the Issuer issued 28,909,022 Shares to the PIPE Investors at a price of
$10.60 per Share, pursuant to the Subscription Agreements. Specifically, CC NB Sponsor 1 Holdings LLC purchased 28,302 Shares in the PIPE Financing at a price of $10.60 per share, for an aggregate subscription amount of $300,001.20.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the CC Schedule 13D is hereby amended and supplemented by adding the following in front of the final
two paragraphs thereof:
The response to Item 3 of this Amendment No. 2 is incorporated by reference herein.
Amended and Restated Investor Rights Agreement
In connection with the Completion, on September 1, 2021, the Issuer, certain of BluJays existing stockholders (including certain
affiliates of each of Francisco Partners and Temasek) and the parties to the existing Investor Rights Agreement dated February 4, 2021, entered into the A&R Investor Rights Agreement. The A&R Investor Rights Agreement provides each
of Francisco Partners and Temasek with the right to nominate one director to the Issuers board of directors (subject to certain conditions). The A&R Investor Rights Agreement also includes registration rights in respect of the Shares held
by the equityholders party thereto. In addition, Francisco Partners, Temasek, and certain of the existing equityholders of the Issuer, including CC, agreed to a six month lock-up restriction with
respect to certain of their Shares.
The foregoing description of the A&R Investor Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the A&R Investor Rights Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The information contained in each of sections (a) and (c) of Item 5 of the CC Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) The aggregate number of Shares of Common Stock to which this Schedule 13D relates is 13,743,302 shares,
representing approximately 4.5% of the Common Stock outstanding. This amount includes (1) 7,625,000 shares of Common Stock held directly by the Sponsor; (2) 5,140,000 Warrants held directly by the Sponsor and (3) 978,302 shares of Common Stock held
directly by CC. The percentage is calculated based on 299,043,813 shares of Common Stock deemed to be outstanding as of September 1, 2021, as reported on the Issuers Current Report, filed on September 3, 2021 and assumes the exercise
of the Warrants.