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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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E2open Parent Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
29788T103 (CUSIP Number) |
Chinh E. Chu 200 Park Avenue, 58th Floor, New York, NY, 10166 (212) 355-5515 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 29788T103 |
| 1 |
Name of reporting person
Chinh E. Chu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,843,591.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The reported securities represent (i) 7,625,000 shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), and 5,140,000 warrants to purchase Common Stock (the "Warrants") owned of record by CC Neuberger Principal Holdings I Sponsor LLC (the "Sponsor") and, (ii) 100,289 shares of Common Stock owned of record by CC Capital Holdings LP (ii) 978,302 shares of Common Stock owned of record by CC NB Sponsor 1 Holdings LLC ("CC"), for which Mr. Chu Person is deemed to have beneficial ownership. The percentage of beneficial ownership is calculated based on 310,168,075 shares of Common Stock issued and outstanding as of April 25, 2025, as reported on the Issuer's Current Report on Form 10-K, filed on April 29, 2025 and assumes the exercise of the Warrants.
SCHEDULE 13D
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| CUSIP No. | 29788T103 |
| 1 |
Name of reporting person
CC NB Sponsor 1 Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,743,302.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent (i) 7,625,000 shares of Common Stock and 5,140,000 Warrants owned of record by the Sponsor, for which CC is deemed to have beneficial ownership and (ii) 978,302 shares of Common Stock owned of record by CC. The percentage of benenficial ownership is calculated based on 310,168,075 shares of Common Stock issued and outstanding as of April 25, 2025, as reported on the Issuer's Current Report on Form 10-K, filed on April 29, 2025 and assumes the exercise of the Warrants.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
E2open Parent Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9600 Great Hills Trail, Suite 300E, Austin,
TEXAS
, 78759. | |
Item 1 Comment:
Chinh E. Chu and CC NB Sponsor 1 Holdings LLC (each a "Reporting Person" and together the "Reporting Persons") are filing this Amendment No. 3 (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 ("Amendment No. 1") and Amendment No. 2 filed by the Reporting Persons with the SEC on September 10, 2021 (such Amendment, together with the Original Schedule 13D and Amendment No. 1, 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 4. | Purpose of Transaction | |
The information contained in Item 4 of the CC Schedule 13D is hereby amended and supplement to add the following at the end thereof:
Agreement and Plan of Merger
On May 25, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with WiseTech Global Limited, an Australian public company limited by shares ("Parent"), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Company Merger Sub"), Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent ("Holdings Merger Sub"), the Issuer and E2Open Holdings, LLC, a Delaware limited liability company ("Holdings").
The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Holdings Merger Sub will be merged with and into Holdings, with Holdings being the surviving company, collectively owned, directly or indirectly, by Parent (the "Holdings Merger"), (ii) immediately following consummation of the Holdings Merger, Company Merger Sub will be merged with and into the Issuer, with the Issuer being the surviving company and a wholly-owned subsidiary of Parent (the "Company Merger", and together with the Holdings Merger, the "Mergers").
The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type.
Following the execution of the Merger Agreement, the Reporting Persons and certain other stockholders of the Issuer executed and delivered to the Issuer a written consent (the "Written Consent") approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Mergers. As a result of the execution and delivery of the Written Consent, the holders of at least a majority of the outstanding shares of Class A Common Stock and Class V Common Stock (voting as a single class) thereon have adopted and approved the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 99.1 to this Amendment and hereby incorporated into this Item 4 by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the CC Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in rows (11) and (13) of the cover pages of this Amendment is incorporated by reference into this Item 5. | |
| (b) | Not Applicable. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
None of the Reporting Persons has effected any transactions in Common Stock in the past 60 days. | |
| (d) | Not Applicable. | |
| (e) | As of the date of this Statement, none of the Reporting Persons beneficially owns more than five percent of the outstanding shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Item 6 of the CC Schedule 13D is hereby amended and supplemented by adding the following thereto.
The additional information furnished in Item 4 of this Amendment is incorporated into this Item 6 by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Agreement and Plan of Merger, dated as of May 25, 2025, by and among WiseTech Global Limited, Emerald Parent Merger Sub Corp., Emerald Holdings Merger Sub LLC, E2Open Parent Holdings, Inc. and E2Open Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Issuer reporting events that occurred on May 25, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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