Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~195,304,737~~300,002,352 shares of common stock, $0.0001 par value per share, issued and outstanding as of ~~July 12,~~October 11, 2021.

This Quarterly Report on Form 10-Q (Quarterly Report) contains “forward-looking statements” within the meaning of the federal securities law. These forward-looking statements give E2open Parent Holdings, Inc.’s (we, our, us, Company or E2open) current expectations and include projections of results of operations or financial condition or forecasts of future events. Words such as ~~“may,~~“may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the forgoing, forward-looking statements contained in this document include our expectations regarding our future growth, operational and financial performance and business prospects and opportunities.

These forward-looking statements are based on information available as of the date of this Quarterly Report and management’s 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 our control and our directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do 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.

As a result of a number of known and unknown risks and uncertainties, our 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:

For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A., Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, filed with the SEC on May 20, 2021 (2021 Form 10-K).


	Successor					Successor
(In thousands, except share amounts)	May 31, 2021			February 28, 2021		August 31, 2021			February 28, 2021
	(unaudited)					(unaudited)
Assets
Cash and cash equivalents	$	220,748		$	194,717	$	473,133		$	194,717
Restricted cash		11,815			12,825		10,553			12,825
Accounts receivable - net of allowance of $514 and $908, respectively		60,641			112,657
Accounts receivable - net of allowance of $801 and $908, respectively							67,569			112,657
Prepaid expenses and other current assets		12,091			12,643		19,036			12,643
Total current assets		305,295			332,842		570,291			332,842
Long-term investments		226			224		219			224
Goodwill		2,630,941			2,628,646		2,629,624			2,628,646
Intangible assets, net		809,875			824,851		793,420			824,851
Property and equipment, net		47,045			44,198		47,695			44,198
Operating lease right-of-use assets		21,048			—		19,266			—
Other noncurrent assets		8,654			7,416		10,237			7,416
Total assets	$	3,823,084		$	3,838,177	$	4,070,752		$	3,838,177
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	56,163		$	70,233	$	64,431		$	70,233
Incentive program payable		11,815			12,825		10,553			12,825
Deferred revenue		98,299			89,691		107,428			89,691
Payable to sellers							280,000			—
Acquisition-related obligations		2,000			2,000		—			2,000
Current portion of notes payable		4,110			4,405		3,999			4,405
Current portion of operating lease obligations		5,064			—		4,788			—
Current portion of financing lease obligations		3,961			4,827		2,406			4,827
Total current liabilities		181,412			183,981		473,605			183,981
Long-term deferred revenue		1,484			482		2,827			482
Operating lease obligations		16,551			—		14,975			—
Financing lease obligations		5,691			6,588		2,211			6,588
Notes payable		503,266			502,800		502,616			502,800
Tax receivable agreement liability		52,614			50,114		63,325			50,114
Warrant liability		128,715			68,772		109,988			68,772
Contingent consideration		224,068			150,808		65,848			150,808
Deferred taxes		396,735			396,217		399,600			396,217
Other noncurrent liabilities		1,027			1,057		1,025			1,057
Total liabilities		1,511,563			1,360,819		1,636,020			1,360,819
Commitments and Contingencies (Note 22)
Stockholders' Equity
Class A common stock (Successor); $0.0001 par value, 2,500,000,000 shares authorized; 187,051,142 issued and outstanding as of May 31, 2021 and February 28, 2021		19			19
Class V common stock (Successor); $0.0001 par value; 40,000,000 shares authorized; 35,636,680 issued and outstanding as of May 31, 2021 and February 28, 2021		—			—
Series B-1 common stock (Successor); $0.0001 par value; 9,000,000 shares authorized; 8,120,367 issued and outstanding as of May 31, 2021 and February 28, 2021		—			—
Series B-2 common stock (Successor); $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issued and outstanding as of May 31, 2021 and February 28, 2021		—			—
Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized; 197,751,492 and 187,051,142 issued and outstanding as of August 31, 2021 and February 28, 2021							20			19
Class V common stock; $0.0001 par value; 42,747,890 and 40,000,000 shares authorized; 35,876,893 and 35,636,680 issued and outstanding as of August 31, 2021 and February 28, 2021							0			0
Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 and 8,120,367 issued and outstanding as of August 31, 2021 and February 28, 2021							0			0
Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issued and outstanding as of August 31, 2021 and February 28, 2021							0			0
Additional paid-in capital		2,073,249			2,071,206		2,272,139			2,071,206
Accumulated other comprehensive income		3,863			2,388
Accumulated other comprehensive (loss) income							(2,660	)		2,388
(Accumulated deficit) retained earnings		(131,458	)		10,800		(151,975	)		10,800
Treasury stock, at cost: 176,654 shares as of August 31, 2021							(2,473	)		—
Total E2open Parent Holdings, Inc. equity		1,945,673			2,084,413		2,115,051			2,084,413
Noncontrolling interest		365,848			392,945		319,681			392,945
Total stockholders' equity		2,311,521			2,477,358		2,434,732			2,477,358
Total liabilities and stockholders' equity	$	3,823,084		$	3,838,177	$	4,070,752		$	3,838,177


	Successor			Predecessor			Successor			Predecessor			Successor			Predecessor
	Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
(In thousands, except per share amounts)	May 31, 2021			May 31, 2020			August 31, 2021			August 31, 2020			August 31, 2021			August 31, 2020
Revenue
Subscriptions	$	51,034		$	69,604		$	61,725		$	69,035		$	112,759		$	138,639
Professional services		15,293			13,520			16,354			12,782			31,647			26,302
Total revenue		66,327			83,124			78,079			81,817			144,406			164,941
Cost of Revenue
Subscriptions		16,508			14,138			16,246			14,860			32,754			28,998
Professional services		10,140			11,095			10,967			10,350			21,107			21,445
Amortization of acquired intangible assets		11,511			5,561			12,338			4,947			23,849			10,508
Total cost of revenue		38,159			30,794			39,551			30,157			77,710			60,951
Gross Profit		28,168			52,330			38,528			51,660			66,696			103,990
Operating Expenses
Research and development		15,701			14,631			16,208			14,356			31,909			28,987
Sales and marketing		12,514			12,310			11,174			11,992			23,688			24,302
General and administrative		13,717			9,764			13,401			9,861			27,118			19,625
Acquisition-related expenses		9,778			3,368			7,174			2,018			16,952			5,386
Amortization of acquired intangible assets		3,830			8,467			3,543			8,447			7,373			16,914
Total operating expenses		55,540			48,540			51,500			46,674			107,040			95,214
(Loss) income from operations		(27,372	)		3,790			(12,972	)		4,986			(40,344	)		8,776
Other (expense) income
Interest and other expense, net		(4,903	)		(19,372	)		(6,332	)		(16,308	)		(11,235	)		(35,680	)
Change in tax receivable agreement liability		(2,499	)		—			(637	)		—			(3,136	)		—
Loss from change in fair value of warrant liability		(59,943	)		—
Gain (loss) from change in fair value of warrant liability								18,727			—			(41,216	)		—
Loss from change in fair value of contingent consideration		(73,260	)		—			(16,780	)		—			(90,040	)		—
Total other expenses		(140,605	)		(19,372	)		(5,022	)		(16,308	)		(145,627	)		(35,680	)
Loss before income tax benefit		(167,977	)		(15,582	)
Loss before income tax expense								(17,994	)		(11,322	)		(185,971	)		(26,904	)
Income tax expense		(1,378	)		(8,170	)		(5,994	)		(6,218	)		(7,372	)		(14,388	)
Net loss		(169,355	)	$	(23,752	)		(23,988	)	$	(17,540	)		(193,343	)	$	(41,292	)
Less: Net loss attributable to noncontrolling interest		(27,097	)					(3,471	)					(30,568	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(142,258	)				$	(20,517	)				$	(162,775	)

Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share:
Basic	$	(0.76	)				$	(0.11	)				$	(0.85	)
Diluted	$	(0.76	)				$	(0.11	)				$	(0.85	)


	Successor			Predecessor			Successor			Predecessor
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
(In thousands)	May 31, 2021			May 31, 2020			August 31, 2021			August 31, 2020
Cash flows from operating activities
Net loss	$	(169,355	)	$	(23,752	)	$	(193,343	)	$	(41,292	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		20,205			16,978			41,000			33,866
Amortization of deferred commissions		158			987			410			1,964
Amortization of debt issuance costs		667			1,079			1,334			2,158
Amortization of operating lease right-of-use assets		1,372			—			3,742			0
Share-based and unit-based compensation		2,043			2,046			4,552			4,017
Change in tax receivable agreement liability		2,499			—			3,136			0
Loss from change in fair value of warrant liability		59,943			—			41,216			0
Loss from change in fair value of contingent consideration		73,260			—			90,040			0
(Gain) loss on disposal of property and equipment		(187	)		32			(236	)		34
Changes in operating assets and liabilities:
Accounts receivable, net		52,016			62,606			45,088			65,733
Prepaid expenses and other current assets		552			(167	)		(6,401	)		(2,700	)
Other noncurrent assets		(1,399	)		(183	)		(3,232	)		(1,925	)
Accounts payable and accrued liabilities		(9,234	)		(8,387	)		(1,453	)		(13,927	)
Incentive program payable		(1,010	)		(8,679	)		(2,272	)		13,126
Deferred revenue		9,611			(21,234	)		20,083			(32,476	)
Changes in other liabilities		(1,875	)		8,505			(2,180	)		13,408
Net cash provided by operating activities		39,266			29,831			41,484			41,986
Cash flows from investing activities
Capital expenditures		(12,385	)		(3,886	)		(17,372	)		(7,762	)
Net cash used in investing activities		(12,385	)		(3,886	)		(17,372	)		(7,762	)
Cash flows from financing activities
Proceeds from PIPE investment								280,000			0
Proceeds from sale of membership units		—			1,788			0			1,778
Proceeds from indebtedness		—			284
Repayments of indebtedness		(153	)		(2,253	)		(1,582	)		(19,667	)
Repayments of financing lease obligations		(546	)		(421	)		(5,902	)		(2,443	)
Repurchase of common stock								(2,473	)		0
Repurchase of Common Units								(16,767	)		0
Net cash used in financing activities		(699	)		(602	)		253,276			(20,332	)
Effect of exchange rate changes on cash and cash equivalents		(1,161	)		120			(1,244	)		(448	)
Net increase in cash, cash equivalents and restricted cash		25,021			25,463			276,144			13,444
Cash, cash equivalents and restricted cash at beginning of period		207,542			48,428			207,542			48,428
Cash, cash equivalents and restricted cash at end of period	$	232,563		$	73,891		$	483,686		$	61,872
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	220,748		$	53,637		$	473,133		$	19,813
Restricted cash		11,815			20,254			10,553			42,059
Total cash, cash equivalents and restricted cash	$	232,563		$	73,891		$	483,686		$	61,872
Supplemental Information - Cash Paid for:
Interest	$	5,192		$	17,408		$	10,504		$	33,888
Income taxes		462			333			824			1,146
Non-Cash Investing and Financing Activities:
Capital expenditures financed under financing lease obligations	$	—		$	2,643		$	0		$	11,005
Capital expenditures included in accounts payable and accrued liabilities		1,933			78			1,435			10
Right-of-use assets obtained in exchange for operating lease obligations		22,420			—			23,008			0
Prepaid software, maintenance and insurance under notes payable								0			417
Conversion of Common Units to Class A Common Stock								27,228			0
Conversion of Series B1 common stock to Class A Common Stock								175,000			0
Business Combination purchase price adjustment								2,965			0

Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Condensed Consolidated Statements of Operations. We recorded amortization expense related to intangible assets of ~~$15.3~~$15.9 million and ~~$14.0~~$13.4 million for the three months ended ~~May~~August 31, 2021 and 2020, respectively. We recorded amortization expense related to intangible assets of $31.2 million and $27.4 million for the six months ended August 31, 2021 and 2020, respectively.

E2open Holdings entered into a Tax Receivable Agreement with selling equity holders of E2open Holdings that requires us to pay ~~85%~~85% of the tax savings that are realized as a result of increases in the tax basis in E2open Holdings’ assets as a result of the sale of E2open Holdings units and exchange of the E2open Holdings units for shares of Class A Common Stock and cash, 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. We will retain the benefit of the remaining ~~15%~~15% of these cash savings.

Significant inputs and assumptions were used to initially estimate the future expected payments including the timing of the realization of the tax benefits, a tax rate of ~~24.1%~~24.1% and an imputed interest rate of 7%7%. Changes in any of these or other factors are expected to impact the timing and amount of gross payments. The fair value of these obligations will be accreted to the amount of the gross expected obligation. In addition, if we were to exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur, we will be required to make immediate cash payments. Such cash payments will be equal to the present value of the assumed future realized tax benefits based on a set of assumptions and using an agreed upon discount rate, as defined in the Tax Receivable Agreement. The early termination payment may be made significantly in advance of the actual realization, if any, of those future tax benefits. Such payments will be calculated based on certain assumptions, including that we have sufficient taxable income to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement over the period specified therein. The payments that we will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments.

Pursuant to ~~Accounting Standards Codification (ASC) Topic~~ASC 805, Business Combination and relevant tax law, we have calculated the fair value of the tax receivable agreement payments related to the transaction at the acquisition date and identified the timing of the utilization of the tax attributes. ~~The tax receivable agreement~~Under ASC 805, the Tax Receivable Agreement liability, as of the acquisition date, will be revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in the change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations in the period in which the event occurred. Interest will accrue on the tax receivable agreement liability at a rate of LIBOR plus 100 basis points. In addition, under ASC 450, Contingencies transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. The ~~tax receivable agreement~~Tax Receivable Agreement liability was ~~$52.6~~$63.3 million and ~~$50.1~~$50.1 million as of ~~May~~August 31, 2021 and February 28, 2021, respectively. The increase in the Tax Receivable Agreement liability was due to ~~a change~~an increase in the ~~forecast~~ASC 805 discounted liability of $3.1 million and ~~accretion~~increase in the ASC 450 liability of ~~the liability.~~$10.1 million.

9.Notes Payable

Notes payable outstanding were as follows:


	Successor						Successor
($ in thousands)	May 31, 2021			February 28, 2021			August 31, 2021			February 28, 2021
2021 Term Loan	$	525,000		$	525,000		$	523,688		$	525,000
Other notes payable		192			688			76			688
Total notes payable		525,192			525,688			523,764			525,688
Less unamortized debt issuance costs		(17,816	)		(18,483	)		(17,149	)		(18,483	)
Total notes payable, net		507,376			507,205			506,615			507,205
Less current portion		(4,110	)		(4,405	)		(3,999	)		(4,405	)
Notes payable, less current portion, net	$	503,266		$	502,800		$	502,616		$	502,800

2021 Term Loan and Revolving Credit Facility

On February 4, 2021, E2open, LLC, our subsidiary, entered into a credit agreement (Credit Agreement) that provides for ~~$75.0~~$75.0 million in commitments for revolving credit loans (2021 Revolving Credit Facility) with a ~~$15.0~~$15.0 million letter of credit sublimit. The 2021 Revolving Credit Facility will mature on February 4, ~~2026.~~2026. E2open, LLC can request increases in the revolving commitments and additional term loan facilities, in minimum amounts of ~~$2.0~~$2.0 million for each facility. The Credit Agreement also provides for ~~$525.0~~$525.0 million in term loans (2021 Term Loan) payable in quarterly installments of ~~$1.3~~$1.3 million beginning in August 2021 and payable in full on February 4, ~~2028.~~2028.

The Credit Agreement is guaranteed by E2open Intermediate, LLC, our subsidiary, and certain wholly owned subsidiaries of E2open, LLC, as guarantors, and is supported by a security interest in substantially all of the guarantors’ personal property and assets.

The Credit Agreement contains certain customary events of default, representations and warranties as well as affirmative and negative covenants.

As of ~~May~~August 31, 2021 and February 28, 2021, the 2021 Term Loan had a variable interest rate of ~~4.00%~~3.75% and ~~3.69%~~3.69%, respectively, and 0 outstanding borrowings under the 2021 Revolving Credit Facility. We were in compliance with the First Lien Leverage Ratio for the Credit Agreement as of ~~May~~August 31, 2021 and February 28, 2021.

See Note 3, BluJay Acquisition for information related to additional debt incurred for the BluJay Acquisition. See Note 23, Subsequent Events for information related to borrowings under our 2021 Revolving Credit Facility.

10.Contingent Consideration

Business Combination

The contingent consideration liability is due to the issuance of Series B-1 and B-2 common stock and Series 1 restricted common units (RCUs) and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and Common Units of E2open Holdings. These restricted shares and Common Units are treated as a contingent consideration liability under ASC ~~Topic~~ 805 and valued at fair market value. The contingent consideration liability was recorded at a fair value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement will be recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value is not part of our core operating activities.

The contingent consideration liability was ~~$192.8~~$65.8 million and ~~$129.4~~$129.4 million as of ~~May~~August 31, 2021 and February 28, 2021, respectively. The fair value ~~remeasurement as of May 31, 2021~~remeasurements resulted in a loss of ~~$63.4~~$13.0 million and $76.4 million for the three and six months ended ~~May~~August 31, ~~2021.~~2021, respectively. There was 0 gain or loss for the three and six months ended ~~May~~August 31, 2020 as the contingent consideration liability was not recorded until February 4, 2021.

~~There are~~ The 8,120,367 shares of Series B-1 common stock, including the Sponsor Side Letter shares noted below, ~~as of May 31, 2021. The Series B-1 common stock~~ automatically ~~converts~~convert into our Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the ~~5-day volume-weighted average price (VWAP)~~5-day VWAP of our Class A Common Stock is equal to at least ~~$13.50~~$13.50 per share; provided, however, that the reference to ~~$13.50~~$13.50 per share 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 of the Business Combination.

~~See Note 23,~~ ~~Subsequent Events~~15

As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share which was the triggering event for ~~information related to the conversion of~~ the Series B-1 common ~~stock.~~stock to automatically convert into our Class A Common Stock on a one-to-one basis. As such, 8,120,273 shares of Series B-1 common stock converted into 8,120,273 shares of Class A Common Stock. There were 94 shares of Series B-1 common stock pending conversion as of August 31, 2021.

There ~~are~~ were 3,372,184 shares of Series B-2 common stock outstanding as of ~~May~~August 31, 2021. The Series B-2 common stock automatically ~~converts~~convert into our Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 20-day VWAP is equal to at least ~~$15.00~~$15.00 per share; provided, however, that the reference to ~~$15.00~~$15.00 per share 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 of the Business Combination.

~~There are~~ The 4,379,557 shares of Series 1 RCUs ~~outstanding as of May 31, 2021. The Series 1 RCUs will~~ vest and become Common Units of E2open Holdings at such time as the ~~5-day~~5-day VWAP of the Class A Common Stock is at least ~~$13.50~~$13.50 per share; however, the ~~$13.50~~$13.50 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination.

~~See Note 23,~~ ~~Subsequent Events~~As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share which was the triggering event for ~~information related~~the Series 1 RCUs to vest and become Common Units of E2open Holdings. As such, 4,379,557 Series 1 RCUs became 4,379,557 Common Units of E2open Holdings along with entitling the ~~conversion~~holders of the newly vested common units to 4,379,557 shares of Class V Common Stock. Catch-Up Payments were not required as a result of the Series 1 ~~RCUs into Common Units.~~RCU vesting.

There ~~are~~ were 2,627,724 shares of Series 2 RCUs outstanding as of ~~May~~August 31, 2021. The Series 2 RCUs will vest (a) at such time as the 20-day VWAP of the Class A Common Stock is at least ~~$15.00~~$15.00 per share; however, the ~~$15.00~~$15.00 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination; (b) upon the consummation of a qualifying change of control of us or the Sponsor and (c) upon the qualifying liquidation defined in the limited liability company agreement.

Upon the conversion of an RCU, the holder of such RCU will be entitled to receive a payment equal to the amount of ordinary distributions paid on an E2open Holdings unit from the Closing Date through (but not including) the date such RCU converts into an E2open Holdings unit. If any of the RCUs do not vest on or before the 10-year anniversary of the Closing Date, such units will be canceled for no consideration, and will not be entitled to receive any Catch-Up Payments.

We have 0tnot paid any dividends to date and ~~does~~do not expect to in the future.

Sponsor Side Letter

In connection with the execution of the Business Combination Agreement, the Sponsor, certain investors and CCNB1’s Independent Directors entered into the Sponsor Side Letter Agreement with CCNB1. Under the Sponsor Side Letter Agreement, 2,500,000 Class B ordinary shares of CCNB1 held by the Sponsor and CCNB1’s Independent Directors ~~were~~ automatically converted into 2,500,000 shares of Series B-1 Common Stock, which, collectively, are referred to as the Restricted Sponsor Shares. The vesting conditions of the shares of Series B-1 Common Stock ~~mirror~~mirrored the Series 1 RCUs. 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 of the Business Combination and ending on the day before the date such Restricted Sponsor Share converts into a share of Class A Common Stock.

These restricted shares ~~are~~were treated as a contingent consideration liability under ASC ~~Topic~~ 805 and valued at fair market value. The contingent consideration liability was recorded at a fair value on the acquisition date and ~~will be~~ remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the ~~remeasurement will be~~remeasurements was recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value iswas not part of our core operating activities.

As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share which was the triggering event for the Sponsor Side Letters shares to automatically convert into our Class A Common Stock on a one-to-one basis. As such, all of the Sponsor Side Letter shares converted into our Class A Common Stock and are included in the 8,120,273 Class A Common Stock discussed above.

The contingent consideration liability was ~~$31.3 million and $21.4~~$21.4 million as of ~~May 31, 2021 and~~ February 28, ~~2021, respectively.~~2021. The fair value ~~remeasurement as of May 31,~~remeasurements through June 8, 2021 resulted in a loss of ~~$9.9~~$3.8 million and $13.7 million for the three and six months ended ~~May~~August 31, 2021. There was 0 gain or loss for the three and six months ended ~~May~~August 31, 2020 as the Sponsor Side Letter was not entered into until February 4, 2021.

~~See Note 23,~~ ~~Subsequent Events~~16 ~~for information related to the conversion of the Restricted Sponsor Shares.~~

Averetek

E2open Holdings purchased Averetek, LLC (Averetek) in May 2019. The purchase agreement for Averetek included contingent payments of up to ~~$2.0~~$2.0 million in consideration contingent upon successful attainment of revenue related criteria that extended up to two years subsequent to closing. The earn-out liability was recorded on the acquisition date in acquisition-related obligations on the Condensed Consolidated Balance Sheets and remeasured at each reporting date and adjusted if necessary. At the acquisition date, the fair value of the contingent consideration was ~~$2.0~~$2.0 million. We determined there was 0no change in fair value of the contingent consideration as of ~~May 31, 2021 and~~ February 28, ~~2021.~~2021 or prior to payment. The earn-out liability was earned in May 2021 and ~~will be~~ paid in July 2021.

11.Fair Value Measurement

Our financial instruments include cash and cash equivalents; investments; accounts receivable, net; accounts payable; acquisition-related obligations; notes payable; and financing lease obligations. Accounts receivable, net; accounts payable; and acquisition-related obligations are stated at their carrying value, which approximates fair value, due to their short maturity. We measure our cash equivalents and investments at fair value, based on an exchange or exit price which represents the amount that would be received for an asset sale or an exit price, or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. We estimate the fair value for notes payable and financing lease obligations by discounting the future cash flows of the related note and lease payments. As of ~~May~~August 31, 2021 and February 28, 2021, the fair value of the cash and cash equivalents, restricted cash, notes payable and financing lease obligations approximates their recorded values.

The following tables set forth details about our investments:


($ in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
May 31, 2021 (Successor)
August 31, 2021 (Successor)
Asset-backed securities	$	162	$	64	$	—	$	226	$	162	$	57	$	—	$	219

February 28, 2021 (Successor)
Asset-backed securities	$	162	$	62	$	—	$	224	$	162	$	62	$	—	$	224

Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect our assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows:


	Successor								Successor
	May 31, 2021								August 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market	$	4	$	—	$	—	$	4	$	4	$	—	$	—	$	4
Total cash equivalents		4		—		—		4		4		—		—		4
Investments:
Asset-backed securities		—		226		—		226		—		219		—		219
Total investments		—		226		—		226		—		219		—		219
Total assets	$	4	$	226	$	—	$	230	$	4	$	219	$	—	$	223

Liabilities:
Acquisition-related obligations	$	—	$	—	$	2,000	$	2,000	$	—	$	—	$	—	$	—
Warrant liability		—		—		128,715		128,715		—		—		109,988		109,988
Contingent consideration		—		—		224,068		224,068		—		—		65,848		65,848
Total liabilities	$	—	$	—	$	354,783	$	354,783	$	—	$	—	$	175,836	$	175,836


	Successor
	February 28, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market	$	4	$	—	$	—	$	4
Total cash equivalents		4		—		—		4
Investments:
Asset-backed securities		—		224		—		224
Total investments		—		224		—		224
Total assets	$	4	$	224	$	—	$	228

Liabilities:
Acquisition-related obligations	$	—	$	—	$	2,000	$	2,000
Warrant liability		—		—		68,772		68,772
Contingent consideration		—		—		150,808		150,808
Total liabilities	$	—	$	—	$	221,580	$	221,580

Successor

February 28, 2021

($ in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Cash equivalents:

Money market

$
4

$
—

$
—

$
4

Total cash equivalents

4

—

—

4

Investments:

Asset-backed securities

—

224

—

224

Total investments

—

224

—

224

Total assets

$
4

$
224

$
—

$
228

Liabilities:

Acquisition-related obligations

$
—

$
—

$
2,000

$
2,000

Warrant liability

—

—

68,772

68,772

Contingent consideration

—

—

150,808

150,808

Total liabilities

$
—

$
—

$
221,580

$
221,580

Contingent Consideration

AThe following table provides a reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3) ~~is summarized below:~~:


	Successor					Successor
($ in thousands)	May 31, 2021		February 28, 2021			August 31, 2021			February 28, 2021
Beginning of period	$	152,808	$	2,000		$	152,808		$	2,000
Acquisition date fair value of contingent consideration		—		184,548			—			184,548
Conversion to Class A Common Stock							(175,000	)		—
Cash payments							(2,000	)		—
Loss (gain) from fair value of contingent consideration		73,260		(33,740	)		90,040			(33,740	)
End of period	$	226,068	$	152,808		$	65,848		$	152,808

The change in the fair value of the earn-out is recorded in acquisition-related expenses while the change in the fair value of the contingent consideration is recorded in gain (loss) from change in fair value of contingent consideration in the Condensed Consolidated Statements of Operations.

Our warrant liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). AThe following table provides a reconciliation of the warrant liability from February 4, 2021 through February 28, 2021 and February 28, 2021 through ~~May~~August 31, ~~2021 is summarized below:~~2021:


	Successor					Successor
($ in thousands)	May 31, 2021		February 28, 2021			August 31, 2021		February 28, 2021
Beginning of period	$	68,772	$	91,959		$	68,772	$	91,959
Loss (gain) from fair value of warrant liability		59,943		(23,187	)		41,216		(23,187	)
End of period	$	128,715	$	68,772		$	109,988	$	68,772

The change in the fair value of the warrant liability is recorded in gain (loss) from change in fair value of warrant liability in the Condensed Consolidated Statements of Operations.

The fair values of our Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair values of our Level 2 financial instruments are based on quoted market prices for comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data.

Our earn-out liabilities and contingent consideration are valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. These valuation models use unobservable market input, and therefore the liabilities are classified as Level 3.

Our public warrant liability is valued using the binomial lattice pricing model. The private placement warrants are valued using a binomial pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The forward purchase warrants are valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free interest rates. ~~This~~These valuation ~~model uses~~models use unobservable market input, and therefore the liability is classified as Level 3.

In connection with acquisitions, we conducted post-acquisition related operational reviews to reallocate resources to strategic areas of the business. The operational reviews resulted in workforce reductions, lease obligations related to properties that were vacated and other expenses. Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations ~~are~~were as follows:

Included in accounts payable and accrued liabilities as of ~~May~~August 31, 2021 and February 28, 2021 is a restructuring liability, primarily consisting of lease related obligations, of ~~$0.8~~$0.5 million and ~~$1.6~~$1.6 million, respectively, and a restructuring severance liability of ~~$0.1~~$0.1 million and ~~$0.3~~$0.3 million, respectively. We expect these amounts to be substantially paid within the next 12 months.

As of ~~May~~August 31, 2021 and February 28, 2021, there were an aggregate of 29,079,972 warrants outstanding, which include the public warrants, private placement warrants and ~~forward purchase warrants.~~Forward Purchase Warrants. Each warrant entitles its holders to purchase one share of Class A Common Stock at an exercise price of ~~$11.50~~$11.50 per share. The private placement warrants became exercisable with the Domestication. The ~~forward purchase warrants~~Forward Purchase Warrants became exercisable upon effectiveness of our Form S-1 which was initially filed on March 5, 2021 and deemed effective on March 29, 2021. The public warrants became exercisable on April 28, ~~2021.~~2021. The public warrants, private placement warrants and ~~forward purchase warrants~~Forward Purchase Warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. Once the warrants become exercisable, we may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. However, the 10,280,000 private placement warrants are nonredeemable so long as they are held by our Sponsor or its permitted transferees. The warrants are recorded as a liability in warrant liability on the Condensed Consolidated Balance Sheets with a balance of ~~$128.7~~$110.0 million and ~~$68.8~~$68.8 million as of ~~May~~August 31, 2021 and February 28, 2021, respectively. During the three and six months ended ~~May~~August 31, 2021, a gain of $18.7 million and a loss of ~~$59.9~~$41.2 million was recognized in ~~loss~~gain (loss) from change in fair value of the warrant liability in the Condensed Consolidated Statements of ~~Operations.~~Operations, respectively. No warrants have been exercised or redeemed to date.

See Note 3, BluJay Acquisition for information regarding additional Class A Common Stock issuances and the lock-up period.

Prior to the Business Combination, E2open Holdings had three classes of units: Class A, Class A-1 and Class B. Class A units were the only units with voting rights. Holders of Class A and Class A-1 units were entitled to priority distributions until each unit received ~~$1.00~~$1.00 per unit. Remaining distributions, if any, were made pro rata to all units. Class B units were incentive, profit-interest units issued to management, which participated as long as E2open Holdings made distributions to any Class A units equal to the participation level of the applicable Class B units.

During the ~~three~~six months ended ~~May~~August 31, 2020, we received ~~$1.8~~$1.8 million in proceeds from the sale of membership units.

Basic earnings per share is calculated as net income divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from options and restricted shares. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income:

Potential common shares issuable to employee or directors upon exercise or conversion of shares under our share-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders.

The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) became effective on the Closing Date with the approval of CCNB1’s shareholders and the board of directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to officers, employees, directors and consultants. There are 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, restricted stock awards, restricted stock units, performance stock awards, cash awards and other equity-based awards. No award may vest earlier than the first anniversary of the date of grant, expect under limited conditions. The 2021 Incentive Plan replaced the 2015 Plan and 2015 Restricted Plan, as defined below.

~~On March 1, 2021, our~~Our board of directors ~~granted 2,380,902~~have approved the grant of options ~~to our executive officers with an exercise price of $9.77. On May 3,~~and RSUs under the 2021 our Chief Executive Officer, pursuant to the authority delegated to him by our board of directors, granted an aggregate of 202,418 options to certain senior management with an exercise price of $10.86. All theIncentive Plan.

Currently, all options are performance based and are measured based on obtaining an organic growth target over a one-year period with a quarter of the options vesting at the end of the performance period and the remaining options vesting equally over the following three ~~years.~~

~~On May 21, 2021, our board of directors authorized the grant of an aggregate of 1,024,055 restricted stock awards (RSU) to certain executives,~~years. Our executive officers and senior management have been granted these performance based options. Currently, we estimate that the performance target will be met at 100%. The probability of meeting the performance target is remeasured each quarter and ~~employees with a grant date fair value of $12.87 per share. All of these~~adjusted if needed.

The RSUs are either performance based ~~and~~or time based. The performance based RSUs are measured based on obtaining an organic growth target over a one-year period with a quarter of the options vesting at the end of the performance period and the remaining options vesting equally over the following three ~~years. Additionally, an aggregate~~years. Currently, we estimate that the performance target will be met at 100%. The probability of ~~943,364~~meeting the performance target is remeasured each quarter and adjusted if needed. The time based RSUs ~~were granted to certain executives,~~for executive officers, senior management and employees ~~with a grant date fair value of $12.87 per share. All of these RSUs are service based which will~~ vest ratably over a three-year ~~period.~~

~~On May 21, 2021,~~ period while the time based RSUs for non-employee directors of our board of directors ~~received their annual stock award of an aggregate of 107,472 RSUs which~~ have a one-year vesting period.

As of ~~May~~August 31, 2021, there are 1,003,584 unvested performance based RSUs and 1,054,765 unvested time based RSUs.

As of August 31, 2021, there were ~~10,341,789~~10,358,331 shares of Class A Common Stock available for grant under the 2021 Incentive Plan.

As of ~~May~~August 31, 2021, there was ~~$5.7~~$5.1 million of unrecognized compensation cost related to unvested options.

As of ~~May~~August 31, 2021, there was ~~$26.4~~$24.0 million of unrecognized compensation cost related to unvested RSUs.

The estimated grant-date fair values of the options granted during the ~~three~~six months ended ~~May~~August 31, 2021 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions:

See Note 23, Subsequent Events for information related to additional RSU grants.

Prior to the Business Combination, we had unit-based compensation plans that authorized (a) the discretionary granting of unit options and (b) the discretionary issuance of non-vested restricted units.

In 2015, E2open Holdings adopted the 2015 Unit Option Plan (2015 Plan). Under the 2015 Plan, E2open Holdings issued Series A unit options to certain employees eligible to participate in E2open Holdings unit option plan. The options issued under the 2015 Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to options issued to certain employees, options either vested ~~25%~~25% in the first year, and quarterly thereafter over a four-year period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employee’s continued employment with the E2open Holdings.

Fair value of the unit options was determined on the date of grant using a pricing model affected by E2open Holdings’ unit price, as well as by certain assumptions including E2open Holdings’ expected equity price volatility over the term of the awards, actual and projected employee option exercise behavior, risk-free interest rates and expected dividends. E2open Holdings did 0t0t grant any new options during the periods from March 1, 2020 through February 3, 2021.

E2open Holdings was authorized to issue 46.0 million unit options under the 2015 Plan. As of February 3, 2021, outstanding unit options were 19.9 million. Unit options available for grant were 2.7 million as of February 3, 2021; however, the 2015 Plan was terminated as part of the Business Combination.

As of February 3, 2021, there was ~~$2.4~~$2.4 million of unrecognized compensation cost which was expected to be recognized over a weighted-average period of 1.1 year. The weighted-average contractual life of options outstanding was 6.7 years and the weighted-average contractual life of options exercisable was 6.4 years as of February 3, 2021.

We did 0t0t recognize any compensation expense for Exit-Based units for the three and six months ended ~~May~~August 31, 2020 as these awards were not probable of vesting during these time periods.

On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Plan as of the completion of the Business Combination on February 4, 2021.

In 2015, E2open Holdings established the 2015 Restricted Equity Plan (2015 Restricted Plan) that was adopted for certain officers eligible to participate in the 2015 Restricted Plan. The units issued under the 2015 Restricted Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to units issued to certain officers, Class B units either vested ~~25%~~25% annually over a four-year period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employee’s continued employment with E2open Holdings. E2open Holdings authorized 32.0 million units under the 2015 Restricted Plan. As of February 3, 2021 and February 29, 2020, outstanding restricted units were 22.0 million. NaN restricted units were available for grant as of February 3, 2021. The 2015 Restricted Plan was terminated as part of the Business Combination.

The aggregate fair value of units vested during the three and six months ended ~~May~~August 31, 2020 was ~~$1.4 million.~~$1.4 million and $2.8 million, respectively. Unrecognized compensation expense related to the Class B units was ~~$5.4~~$5.4 million as of the February 3, 2021, which was expected to be recognized over a weighted-average period of approximately one ~~year.~~year. E2open Holdings did 0t0t recognize any compensation expense for Exit-Based Units for the three and six months ended ~~May~~August 31, 2020.

On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Restricted Plan as of the completion of the Business Combination on February 4, 2021.

Effective March 1, 2021, we began accounting for leases in accordance with ASC ~~Topic~~ 842, Leases, which requires lessees to recognize lease liabilities and ROU assets on the balance sheet for most operating leases. Prior to March 1, 2021, we accounted for leases in accordance with ASC ~~Topic~~ 840, Leases, under which operating leases were not recorded on the balance sheet.

We made the accounting policy election not to apply the recognition provisions of ASC ~~Topic~~ 842 to short-term leases which are leases with a lease term of 12 months or less. Instead, we will recognize the lease payments for short-term leases on a straight-line basis over the lease term. We currently do not have any short-term leases.

Upon adoption of ASC ~~Topic~~ 842, we recognized an operating lease liability of ~~$23.0~~$23.0 million, a ROU operating asset of ~~$22.4~~$22.4 million and 0 change to retained earnings. The lease liability is calculated based on the remaining minimum rental payments under current leasing standards for existing operating leases and the ROU asset is calculated the same as the lease liability, reduced for a ~~$0.6~~$0.6 million impairment related to an office lease we had exited as of February 28, 2021. We did not include any optional extension periods or cancelations in the valuation.

Operating lease liabilities reflect our obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate we would pay to borrow amounts equal to the lease payments over the lease term (our incremental borrowing rate). We do not separate lease and non-lease components for contracts in which we are the lessee. ROU assets are measured based on lease liabilities adjusted for incentives and timing differences between operating lease expense and payments, recognized on a straight-line basis over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are recognized as incurred. Common area maintenance and other executory costs are the main components of variable lease payments. Operating and variable lease expenses are recorded in general and administrative expense in the Condensed Consolidated Statements of Operations.

We lease our primary office space under non-cancelable operating leases with various expiration dates through August ~~2029.~~2029. Many of our leases have an option to be extended from two to five years, and several of our leases give us the right to cancel early with proper notification. Additionally, we have a sublease on one of our office leases.

Several of the operating lease agreements require us to provide security deposits. As of ~~May~~August 31, 2021, and February 28, 2021, lease deposits were ~~$3.0~~$3.0 million and ~~$2.9~~$2.9 million, respectively. The deposits are generally refundable at the expiration of the lease, assuming all obligations under the lease agreement have been met. Deposits are included in prepaid and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets.

We purchase equipment under non-cancelable financing lease arrangements related to software and computer equipment and have various expiration dates through August ~~2024.~~2024. We have the right to purchase the software and computer equipment anytime during the lease or upon lease completion.

Rent expense for the three and six months ended ~~May~~August 31, 2020 was ~~$2.2~~$2.1 million and $4.3 million which was recognized under ASC ~~Topic~~ 840, Leases.

The following table presents the weighted-average remaining lease terms and discount rates of our leases:

Future minimum lease payments under non-cancelable operating leases as of February 28, 2021, prior to the adoption of the new lease standard discussed in Note 1, Organization and Description of Business were as follows for the fiscal years ended:

We calculate the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Our provision for income taxes was ~~$1.4~~$6.0 million for the three months ended ~~May~~August 31, 2021 compared to ~~$8.2~~$6.2 million for the three months ended ~~May~~August 31, 2020. Our effective tax rate was ~~0.8%~~33.3% for the three months ended ~~May~~August 31, 2021, a decrease of ~~51.6%~~21.6%, compared to ~~52.4%~~54.9% for the three months ended ~~May~~August 31, ~~2020~~2020.Our provision for income taxes was $7.4 million for the six months ended August 31, 2021 compared to $14.4 million for the six months ended August 31, 2020. Our effective tax rate was 4.0% for the six months ended August 31, 2021, a decrease of 49.5%, compared to 53.5% for the six months ended August 31, 2020.

The decrease in the provision for income taxes and effective tax rate was primarily due to significant nondeductible mark-to-market losses associated with contingent liabilities and certain equity consideration liabilities related to the Business Combination as well as the impact to ~~May 31, 2021~~fiscal 2022 of losses attributable to our noncontrolling interest in our affiliate.

As of ~~May~~August 31, 2021 and February 28, 2021, total gross unrecognized tax benefits were ~~$2.7~~$2.7 million. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of ~~May~~August 31, 2021 and February 28, 2021, the total amount of gross interest and penalties accrued was ~~$0.3~~$0.3 million which is classified as other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, we issued additional Class A Common Stock and Common Units to various members of management as part of the post-closing adjustment of consideration required as part of the merger transaction.29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This item contains a discussion of our business, including a general overview of our ~~properties,~~business, results of operations, liquidity and capital resources and quantitative and qualitative disclosures about market risk.

The following discussion should be read in conjunction with Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2021 Form 10-K and the unaudited condensed financial statements and related notes beginning on page 5. This Item 2 contains “forward looking” statements that involve risks and uncertainties. See Forward-Looking Statements at the beginning of this Quarterly Report.

We are a leading provider of ~~100%~~ cloud-based, end-to-end SCM software. Our 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 deep, long-term relationships with our customers, which is reflected by our gross retention and customer tenure.

On ~~May 27,~~September 1, 2021, we ~~entered into a Purchase Agreement with BluJay and its shareholders where we will issue to~~completed the BluJay ~~Sellers~~Acquisition with the issuance of 72,383,299 shares of Class A Common Stock ~~and pay approximately $456.8 million of cash, subject~~ to ~~adjustments for certain items specified in the Purchase Agreement.~~

The Purchase Agreement follows a typical locked-box mechanism, pursuant to which the purchase price is fixed upfront by reference to the balance sheet position of BluJay as of December 31, 2020, without any purchase price adjustment following the closing. We are also required to pay an additional consideration on a daily basis for the period between December 31, 2020 and the date of the closing at a rate of $63,000 per day. The purchase price will be reduced on a dollar for dollar basis if any value is extracted to or for the benefit of any BluJay Sellers between December 31, 2020, and the date of the closing, which is referred to as leakage, other than for certain narrowly defined permitted leakage items specifically agreed by us and the BluJay Sellers and ~~expressly provided~~the payment of approximately $770 million of cash which includes the repayment of BluJay's debt facility. The total purchase consideration for in the ~~Purchase Agreement.~~BluJay Acquisition was $1.6 billion.

In connection with the ~~acquisition,~~completion of the BluJay Acquisition, we ~~have~~ secured $300 million in PIPE financing tofrom institutional investors for the purchase of an aggregate of 28,909,022 shares of our Class A Common ~~Stock, $380~~Stock. PIPE financing proceeds of $280 million ~~fully committed~~were received in advance of the BluJay Acquisition and were recorded as a payable to sellers on our Condensed Consolidated Balance Sheet as of August 31, 2021. We also obtained a $380.0 million incremental term ~~loans~~loan to our 2021 Term Loan ~~as defined below,~~ and ~~a $80 million increase to~~increased our 2021 Revolving Credit Facility ~~defined below.~~by $80.0 million to $155.0 million. In addition, the letter of credit sublimit was increased from $15.0 million to $30.0 million upon completion of the BluJay Acquisition.

~~Certain~~Additionally, the Investor Rights Agreement was amended and restated to add certain of ~~BluJay’s current shareholders,~~BluJay's existing stockholders as parties, including certain affiliates of Francisco Partners and Temasek ~~will have~~as well as include a six month lock-up period from September 1, 2021 through February 28, 2022 for certain equityholders of E2open and BluJay. The Investor Rights Agreement also provides Francisco Partners and Temasek the right to ~~appoint~~nominate one ~~director~~member each to our board of directors. Mr. Deep Shah and Mr. Martin Fichtner became new directors following the closing of the acquisition, subject to the terms of the Purchase Agreement. Additionally, the Investor Rights Agreement will be amended to extend the Lock-up Period for an additional six months.on September 1, 2021.

~~The transaction is expected to close during the calendar year third quarter of 2021 subject to regulatory approvals, required approval of our shareholders and other customary closing conditions.~~30

The following table is our Condensed Consolidated Statements of Operations for the periods indicated:

Three Months Ended ~~May~~August 31, 2021 compared to Three Months ~~Ended May~~Balance at August 31, 2020

Subscriptions revenue was ~~$51.0~~$61.7 million for the three months ended ~~May~~August 31, 2021, a ~~$18.6~~$7.3 million, or ~~27%~~11%, decrease compared to subscriptions revenue of ~~$69.6~~$69.0 million for the three months ended ~~May~~August 31, 2020. The decrease in subscriptions revenue was primarily due to ~~$22.5~~$14.2 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination, partially offset by new organic subscription sales predominantly driven by increases in products utilized across our current customer portfolio.

Professional services revenue was ~~$15.3~~$16.4 million for the three months ended ~~May~~August 31, 2021, a ~~$1.8~~$3.6 million, or ~~13%~~28%, increase compared to ~~$13.5~~$12.8 million for the three months ended ~~May~~August 31, 2020. The increase was primarily related to new subscription sales ~~coupled with the realization of~~in addition to customers delaying projects ~~that were delayed by customers during~~in fiscal year 2021 due to the COVID-19 ~~pandemic.~~pandemic resulting in favorable growth year over year.

Our subscriptions revenue as a percentage of total revenue decreased to ~~77%~~79% for the ~~first~~second quarter of fiscal year 2022 compared to 84% for the ~~first~~second quarter of fiscal 2021 driven primarily by amortizing the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination, ~~partially offset by~~in addition to the increase in professional services revenue.

Cost of subscriptions was ~~$16.5~~$16.2 million for the three months ended ~~May~~August 31, 2021, ~~$2.4~~a $1.4 million, or ~~17%~~9%, increase compared to ~~$14.1~~$14.9 million for the three months ended ~~May~~August 31, 2020. The increase was ~~commensurate with~~attributable to our subscriptions revenue growth excluding amortization of the fair value adjustment to deferred revenue and was related to ~~hosting~~an increase in personnel costs of ~~$0.8~~0.6 million and depreciation expense of ~~$1.2~~$0.9 million related to capital expenditures for the expansion of our data ~~centers and additional support costs of $0.4 million.~~centers.

Cost of professional services revenue was ~~$10.1~~$11.0 million for the three months ended ~~May~~August 31, 2021, a ~~$1.0~~$0.6 million, or 9%6%, ~~decrease~~increase compared to ~~$11.1~~$10.4 million for the three months ended ~~May~~August 31, 2020. This ~~decrease~~increase was mainly related to a ~~$0.2~~$0.9 million ~~reduction~~increase in ~~travel~~personnel costs such as incentive compensation and ~~entertainment expenses, $0.3 million decline in consulting expenses and~~salaries offset by $0.4 million savings from the reallocation of resources into major strategic product development efforts.

Amortization of acquired intangible assets was ~~$11.5~~$12.3 million for the three months ended ~~May~~August 31, 2021, a ~~$6.0~~$7.4 million increase compared to ~~$5.6~~$4.9 million for the three months ended ~~May~~August 31, 2020, driven primarily by the revaluation and change in the composition of the intangible assets as part of the Business Combination in February 2021.

Our subscriptions gross margin was ~~45%~~54% in the ~~first~~second quarter of fiscal 2022 as compared to ~~72%~~71% for the ~~first~~second quarter of fiscal 2021 mainly due to lower subscriptions revenue in the current period as a direct result of amortizing the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination. Our professional services gross margin increased to ~~34%~~33% for ~~first~~second quarter of fiscal 2022 from ~~18%~~19% in the ~~first~~second quarter of fiscal 2021 primarily due to new subscription sales ~~and their related implementation~~in addition to customers delaying projects ~~as well as projects which customers had delayed during~~in fiscal year 2021 due to the COVID-19 pandemic ~~as described above.~~resulting in favorable growth year over year.

Research and development expenses were ~~$15.7~~$16.2 million for the three months ended ~~May~~August 31, 2021, a ~~$1.1~~$1.9 million, or 7%13%, increase compared to ~~$14.6~~$14.4 million in the prior year. The increase was due to major strategic partnership initiatives around product development efforts offset by the capitalization of software development costs during fiscal year 2022 which resulted in net increased ~~headcount~~personnel costs of ~~$0.7~~$0.3 million and consulting expenses of ~~$0.4~~$0.7 million. Additionally, there was an increase to share-based compensation expense of $0.2 million and depreciation expense of $0.5 million related to capital expenditures for software.

Sales and marketing expenses were ~~$12.5~~$11.2 million for the three months ended ~~May~~August 31, 2021, a ~~$0.2~~$0.8 million, or 2%7%, ~~increase~~decrease compared to ~~$12.3~~$12.0 million in the prior year. The variance is primarily driven by a $1.2 million decrease in deferred commissions amortization related to the revaluation of deferred commission as part of the Business Combination in February 2021 offset by an increase in share-based compensation of $0.3 million and travel and entertainment expenses of $0.1 million.

General and administrative expenses were ~~$13.7~~$13.4 million for the three months ended ~~May~~August 31, 2021, a ~~$4.0~~$3.5 million, or ~~40%~~36%, increase compared to ~~$9.8~~$9.9 million in the prior year. The increase was primarily attributable to us becoming a public company and incurring incremental headcount, insurance, consulting and software expenses of ~~$2.8~~$2.6 million in recurring expenses and non-recurring expenses of $1.0 million. Additionally, normal operational expenses in personnel, bad debt, bank fees and other increased by $0.6 million. These expenses were partially offset by reductions in costs related to operating leases, depreciation, share-based compensation and recruiting expenses totaling $0.7 million.

Acquisition and other related expenses were ~~$9.8~~$7.2 million for the three months ended ~~May~~August 31, 2021, a ~~$6.4~~$5.2 million increase compared to ~~$3.4~~$2.0 million for the three months ended ~~May~~August 31, 2020. The increase was mainly related to legal and consulting expenses associated with the ~~pending acquisition of~~ BluJay Acquisition in fiscal 2022.

Amortization of acquired intangible assets were ~~$3.9~~$3.5 million for the three months ended ~~May~~August 31, 2021, a ~~$4.7~~$4.9 million, or ~~55%~~58%, decrease, compared to ~~$8.5~~$8.4 million for the three months ended ~~May~~August 31, ~~2021.~~2020. The ~~decreases~~decrease was a result of the revaluation and change in the composition of the intangible assets associated with the Business Combination in February 2021.

Interest expense was ~~$4.9~~$6.3 million for the three months ended ~~May~~August 31, 2021, a ~~$14.5~~$10.0 million, or ~~75%~~61%, decrease compared to ~~$19.4~~$16.3 million in the prior year. The decrease was primarily driven by the reduction in outstanding debt, as well as the associated interest rate on the debt refinanced in the Business Combination in February 2021.

During the three months ended ~~May~~August 31, 2021, we recorded ~~$2.5~~a $0.6 million expense related to the change in the fair value of the tax receivable agreement liability, including interest. Pursuant to ASC ~~Topic~~ 805, Business Combination and relevant tax law, we ~~have~~ calculated the fair value of the tax receivable agreement payments and identified the timing of the utilization of the tax attributes. The tax receivable agreement liability, related to exchanges as of the Business Combination date, ~~will be~~is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations in the period in which the event occurred. We did not have a tax receivable agreement prior to the Business Combination.

We recorded a ~~loss~~gain of ~~$59.9~~$18.7 million during the three months ended ~~May~~August 31, 2021 for the change in fair value on the revaluation of our warrant liability associated with our public, private placement and forward purchase warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the warrant liability in the period in which the change occurred. We did not have outstanding warrants prior to the Business Combination.

We recorded a loss of ~~$73.3~~$16.8 million during the three months ended ~~May~~August 31, 2021 for the change in fair value on the revaluation of our contingent consideration associated with our restricted Series B-1 and B-2 common stock and Sponsor Side Letter. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the contingent consideration in the period in which the change occurred. The Series B-1 common stock converted into Class A Common Stock on June 8, 2021. We did not have restricted Series B-1 and B-2 common stock prior to the Business Combination.

Loss before income taxes was ~~$168.0~~$18.0 million for the three months ended ~~May~~August 31, 2021, a ~~$152.4~~$6.7 million increase compared to ~~$15.6~~$11.3 million for the three months ended ~~May~~August 31, 2020. This increase is primarily related to a loss of ~~$59.9 million for the fair value adjustment as of May 31, 2021 for the warrant liability and $73.3~~$16.8 million associated with the fair value ~~adjustment as of May 31, 2021~~adjustments for the contingent consideration liability related to the Sponsor Side Letter and restricted Series B-1 and B-2 common stock along with the ~~$22.5~~$14.2 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination. These expenses were partially offset by ~~$14.5~~a gain of $18.7 million for the fair value adjustments for the warrant liability and $10.0 million of lower interest expense in the first quarter of fiscal 2022 compared to the same period of the prior year.

Income tax expense was ~~$1.4~~$6.0 million for the three months ended ~~May~~August 31, 2021 compared to ~~$8.2~~$6.2 million for the three months ended ~~May~~August 31, 2020. The effective tax rate was ~~0.8%~~33.3% for the three months ended ~~May~~August 31, 2021, compared to ~~52.4%~~54.9%, for the three months ended ~~May~~August 31, 2020. The overall change in the effective tax rate was primarily due to significant nondeductible mark-to-market losses associated with contingent liabilities and certain equity consideration liabilities related to the Business Combination as well as the impact of losses attributable to our noncontrolling interest in our affiliate.

Subscriptions revenue was $112.8 million for the six months ended August 31, 2021, a $25.9 million, or 19%, decrease compared to subscriptions revenue of $138.6 million for the six months ended August 31, 2020. The decrease in subscriptions revenue was primarily due to $36.7 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination, partially offset by new organic subscription sales predominantly driven by increases in products utilized across our current customer portfolio.

Professional services revenue was $31.6 million for the six months ended August 31, 2021, a $5.3 million, or 20%, increase compared to $26.3 million for the six months ended August 31, 2020. The increase was primarily related to new subscription sales in addition to customers delaying projects in fiscal year 2021 due to the COVID-19 pandemic resulting in favorable growth year over year.

Our subscriptions revenue as a percentage of total revenue decreased to 78% for the second quarter of fiscal year 2022 compared to 84% for the second quarter of fiscal 2021 driven primarily by amortizing the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination, in addition to the increase in professional services revenue.

Cost of subscriptions was $32.8 million for the six months ended August 31, 2021, a $3.8 million, or 13%, increase compared to $29.0 million for the six months ended August 31, 2020. The increase was attributable to our subscriptions revenue growth, excluding amortization of the fair value adjustment to deferred revenue, and was related to an increase in personnel costs of $1.4 million, hosting and software costs of $0.3 million and depreciation expense of $2.2 million related to capital expenditures for the expansion of our data centers.

Cost of professional services revenue was $21.1 million for the six months ended August 31, 2021, a $0.3 million, or 2%, decrease compared to $21.4 million for the six months ended August 31, 2020. This decrease mainly relates to a $0.2 million decline in travel and entertainment expenses and $0.8 million savings from the reallocation of resources into major strategic product development efforts. These decreases were offset by a $0.6 million increase in personnel costs such as incentive compensation and salaries.

Amortization of acquired intangible assets was $23.8 million for the six months ended August 31, 2021, a $13.3 million increase compared to $10.5 million for the six months ended August 31, 2020, driven primarily by the revaluation and change in the composition of the intangible assets as part of the Business Combination in February 2021.

Our subscriptions gross margin was 50% in the second quarter of fiscal 2022 as compared to 72% for the second quarter of fiscal 2021 mainly due to lower subscriptions revenue in the current period as a direct result of amortizing the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination. Our professional services gross margin increased to 33% for the first six months of fiscal 2022 from 18% in the first six months of fiscal 2021, primarily due to new subscription sales in addition to customer delaying projects in fiscal year 2021 due to the COVID-19 pandemic resulting in favorable growth year over year.

Research and development expenses were $31.9 million for the six months ended August 31, 2021, a $2.9 million, or 10%, increase compared to $29.0 million in the prior year. The increase was due to major strategic partnership initiatives around product development efforts offset by the capitalization of software development costs during fiscal year 2022 which resulted in net increase personnel costs of $0.8 million, consulting expenses of $1.1 million, depreciation expense of $1.1 million related to capital expenditures for software and share-based compensation of $0.4 million. These expense were partially offset by lower accelerated deferred compensation expense related to Amber Road.

Sales and marketing expenses were $23.7 million for the six months ended August 31, 2021, a $0.6 million, or 3%, decrease compared to $24.3 million in the prior year. The variance is primarily driven by a $1.6 million decrease in deferred commission amortization related to the revaluation of deferred commissions as part of the Business Combination in February 2021. This decrease was partially offset by an increase in marketing expense of $0.5 million and share-based compensation of $0.4 million.

General and administrative expenses were $27.1 million for the six months ended August 31, 2021, a $7.5 million, or 38%, increase compared to $19.6 million in the prior year. The increase was primarily attributable to us becoming a public company and incurring incremental headcount, insurance, consulting and software expenses of $5.4 million in recurring expenses and non-recurring expenses of $2.4 million. Additionally, normal operational expenses in personnel, consulting, bad debt and bank fees increased by $0.8 million. These increases were partially offset by reductions in costs related to operating leases, depreciation and recruiting expense totaling $1.4 million.

Acquisition and other related expenses were $17.0 million for the six months ended August 31, 2021, a $11.6 million increase compared to $5.4 million for the six months ended August 31, 2020. The increase was mainly related to legal and consulting expenses associated with the acquisition of BluJay in fiscal 2022.

Amortization of acquired intangible assets were $7.4 million for the six months ended August 31, 2021, a $9.5 million, or 56%, decrease, compared to $16.9 million for the six months ended August 31, 2020. The decrease was a result of the revaluation and change in the composition of the intangible assets associated with the Business Combination in February 2021.

Interest expense was $11.2 million for the three months ended August 31, 2021, a $24.4 million, or 69%, decrease compared to $35.7 million in the prior year. The decrease was primarily driven by the reduction in outstanding debt, as well as the associated interest rate on the debt refinanced in the Business Combination in February 2021.

During the six months ended August 31, 2021, we recorded a $3.1 million expense related to the change in the fair value of the tax receivable agreement liability under ASC 805, including interest. We have calculated the fair value of the tax receivable agreement payments and identified the timing of the utilization of the tax attributes. The tax receivable agreement liability, related to exchanges as of the Business Combination date, is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations in the period in which the event occurred. We did not have a tax receivable agreement prior to the Business Combination.

In addition, under ASC 450, transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. The increase in the Tax Receivable Agreement liability under ASC 450 for the six months ended August 31, 2021 was $10.1 million.

We recorded a loss of $41.2 million during the six months ended August 31, 2021 for the change in fair value on the revaluation of our warrant liability associated with our public, private placement and forward purchase warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the warrant liability in the period in which the change occurred. We did not have outstanding warrants prior to the Business Combination.

We recorded a loss of $90.0 million during the six months ended August 31, 2021 for the change in fair value on the revaluation of our contingent consideration associated with our restricted Series B-1 and B-2 common stock and Sponsor Side Letter. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the contingent consideration in the period in which the change occurred. The Series B-1 common stock converted into Class A Common Stock on June 8, 2021. We did not have restricted Series B-1 and B-2 common stock prior to the Business Combination.

Loss before income taxes was $186.0 million for the six months ended August 31, 2021, a $159.0 million increase compared to $26.9 million for the six months ended August 31, 2020. This increase is primarily related to a loss of $41.2 million for the fair value adjustments for the warrant liability and $90.0 million associated with the fair value adjustments for the contingent consideration liability related to the Sponsor Side Letter and restricted Series B-1 and B-2 common stock along with the $36.7 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination. These expenses were partially offset by $24.4 million of lower interest expense in the first half of fiscal 2022 compared to the same period of the prior year.

Income tax expense was $7.4 million for the six months ended August 31, 2021 compared to $14.4 million for the six months ended August 31, 2020. The effective tax rate was 4.0% for the six months ended August 31, 2021, compared to 53.5%, for the six months ended August 31, 2020. The overall change in the effective tax rate was primarily due to significant nondeductible mark-to-market losses associated with contingent liabilities and certain equity consideration liabilities related to the Business Combination as well as the impact of losses attributable to our noncontrolling interest in our affiliate.

~~This document includes~~We have included below Non-GAAP revenue, Non-GAAP subscriptions revenue, Non-GAAP gross profit, Non-GAAP gross margin and Adjusted EBITDA, which are non-GAAP performance measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe these non-GAAP measures are useful 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. These non-GAAP measures 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.

We calculate and define Non-GAAP revenue and subscriptions revenue excluding amortization of the deferred revenue fair value adjustment related to the purchase price allocation in the Business Combination. We calculate and define Non-GAAP gross profit as gross profit excluding amortization of the deferred revenue fair value adjustment, depreciation and amortization, share-based compensation and certain other non-cash and non-recurring items. We define and calculate Adjusted EBITDA as net income or losses excluding interest income or expense, income tax expense, depreciation and amortization and further adjusted for the following items: amortization of the deferred revenue fair value adjustment, transaction-related costs, changes in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration, share-based compensation and certain other non-cash and non-recurring items as described in the reconciliation below. We also report Non-GAAP gross profit and Adjusted EBITDA as a percentage of Non-GAAP revenue as additional measures to evaluate financial performance.

We include these non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. These non-GAAP measures exclude certain expenses that are required in accordance with U.S. GAAP because they are non-recurring (for example, in the case of transaction-related costs and amortization of the deferred revenue fair value adjustment), non-cash (for example, in the case of depreciation, amortization, changes in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration, share-based compensation and amortization of the deferred revenue fair value adjustment) or are not related to our underlying business performance (for example, in the case of interest income and expense). There are limitations to non-GAAP financial measures because they exclude charges and credits that are required to be included in the U.S. GAAP financial presentation. The items excluded from U.S. GAAP financial measures such as net income or loss to arrive at non-GAAP financial measures are significant components for understanding and assessing our financial performance. As a result, non-GAAP financial measures should be considered together with, and not alternatives to, financial measures prepared in accordance with U.S. GAAP.

The table below presents our Non-GAAP revenue reconciled to our reported revenue, the closest U.S. GAAP measure, for the periods indicated:

Successor

Predecessor

Three Months Ended

Three Months Ended

($ in thousands)

May 31, 2021

May 31, 2020

Total revenue

$
66,327

$
83,124

Business Combination adjustment ⁽¹⁾

22,502

—

Non-GAAP revenue

$
88,829

$
83,124

(1)

Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.

The table below presents our Non-GAAP subscriptions revenue reconciled to our reported subscriptions revenue, the closest U.S. GAAP measure, for the periods indicated:

Successor

Predecessor

Three Months Ended

Three Months Ended

($ in thousands)

May 31, 2021

May 31, 2020

Subscriptions revenue

$
51,034

$
69,604

Business Combination adjustment ⁽¹⁾

22,502

—

Non-GAAP subscriptions revenue

$
73,536

$
69,604

(1)

Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.

~~(1)~~

~~Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.~~

The table below presents our Non-GAAP gross profit reconciled to our reported gross profit, the closest U.S. GAAP measure, for the periods indicated:


	Successor			Predecessor			Successor			Predecessor
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
($ in thousands)	August 31, 2021			August 31, 2020			August 31, 2021			August 31, 2020
Gross profit
Reported gross profit	$	38,528		$	51,660		$	66,696		$	103,990
Business Combination adjustment (1)		14,203			—			36,705			—
Depreciation and amortization		14,943			6,628			29,052			13,379
Non-recurring/non-operating costs (2)		242			74			584			204
Share-based and unit-based compensation (3)		210			116			530			286
Non-GAAP gross profit	$	68,126		$	58,478		$	133,567		$	117,859
Gross margin		49.3	%		63.1	%		46.2	%		63.0	%
Non-GAAP gross margin		73.8	%		71.5	%		73.7	%		71.5	%

Successor

Predecessor

Three Months Ended

Three Months Ended

($ in thousands)

May 31, 2021

May 31, 2020

Gross profit

Reported gross profit

$
28,168

$
52,330

Business Combination adjustment ⁽¹⁾

22,502

—

Depreciation and amortization

14,109

6,751

Non-recurring/non-operating costs ⁽²⁾

342

130

Share-based and unit-based compensation ⁽³⁾

320

170

Non-GAAP gross profit

$
65,441

$
59,381

Gross margin

42.5
%

63.0
%
Non-GAAP gross margin

73.7
%

71.4
%
(1)

Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.

(2)

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.

(3)

Reflects non-cash, long-term share-based and unit-based compensation expense, primarily related to senior management.

~~(1)~~

~~Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.~~

~~(2)~~

~~(3)~~

~~Reflects non-cash, long-term unit-based compensation expense, primarily related to senior management.~~

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest U.S. GAAP measure, for the periods indicated:


	Successor			Predecessor			Successor			Predecessor
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
($ in thousands)	August 31, 2021			August 31, 2020			August 31, 2021			August 31, 2020
Net loss	$	(23,988	)	$	(17,540	)	$	(193,343	)	$	(41,292	)
Adjustments:
Interest expense, net		6,043			17,222			12,180			36,025
Income tax expense		5,994			6,218			7,372			14,388
Depreciation and amortization		20,795			16,888			41,000			33,866
EBITDA		8,844			22,788			(132,791	)		42,987
EBITDA Margin		11.3	%		27.9	%		-92.0	%		26.1	%
Business Combination adjustment (1)		14,203			—			36,705			—
Acquisition-related adjustments (2)		7,174			2,018			16,952			5,386
Change in tax receivable agreement liability (3)		637			—			3,136			—
Loss from change in fair value of warrant liability (4)		(18,727	)		—			41,216			—
Loss from change in fair value of contingent consideration (5)		16,780			—			90,040			—
Non-recurring/non-operating costs (6)		2,052			(691	)		2,499			419
Share-based and unit-based compensation (7)		2,537			2,036			4,934			4,321
Adjusted EBITDA	$	33,500		$	26,151		$	62,691		$	53,113
Adjusted EBITDA Margin		36.3	%		32.0	%		34.6	%		32.2	%

Successor

Predecessor

Three Months Ended

Three Months Ended

($ in thousands)

May 31, 2021

May 31, 2020

Net loss

$
(169,355
)

$
(23,752
)
Adjustments:

Interest expense, net

6,137

18,803

Income tax expense

1,378

8,170

Depreciation and amortization

20,205

16,978

EBITDA

(141,635
)

20,199

EBITDA Margin

-213.5
%

24.3
%
Business Combination adjustment ⁽¹⁾

22,502

—

Acquisition-related adjustments ⁽²⁾

9,778

3,368

Change in tax receivable agreement liability ⁽³⁾

2,499

—

Loss from change in fair value of warrant liability ⁽⁴⁾

59,943

—

Loss from change in fair value of contingent consideration ⁽⁵⁾

73,260

—

Non-recurring/non-operating costs ⁽⁶⁾

447

1,110

Share-based and unit-based compensation ⁽⁷⁾

2,397

2,285

Adjusted EBITDA

$
29,191

$
26,962

Adjusted EBITDA Margin

32.9
%

32.4
%
(1)

Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.

(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, Inc., the Business Combination and the BluJay Acquisition.

(3)

Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.

(4)

Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward purchase warrants.

(5)

Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-1 and B-2 common stock and Sponsor Side Letter.

(6)

Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.

(7)

Reflects non-cash, long-term share-based and unit-based compensation expense, primarily related to senior management.

~~(1)~~

~~Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination.~~

~~(2)~~

~~(3)~~

~~Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.~~

~~(4)~~

~~Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward purchase warrants.~~

~~(5)~~

~~Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-1 and B-2 common stock and Sponsor Side Letter.~~

~~(6)~~

~~Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.~~

~~(7)~~

~~Reflects non-cash, long-term share-based and unit-based compensation expense, primarily related to senior management.~~

Three Months Ended ~~May~~August 31, 2021 compared to Three Months Ended ~~May~~August 31, 2020

Non-GAAP Revenue


	Successor		Predecessor							Successor		Predecessor
	Three Months Ended		Three Months Ended							Three Months Ended		Three Months Ended
($ in thousands)	May 31, 2021		May 31, 2020		$ Change		% Change			August 31, 2021		August 31, 2020		$ Change		% Change
Non-GAAP revenue	$	88,829	$	83,124	$	5,705		7	%	$	92,282	$	81,817	$	10,465		13	%

Non-GAAP revenue was ~~$88.8~~$92.3 million for the three months ended ~~May~~August 31, 2021, a ~~$5.7~~$10.5 million, or 7%13%, increase compared to ~~$83.1~~$81.8 million for the three months ended ~~May~~August 31, 2020. The increase in Non-GAAP revenue was mainly due to the ~~$3.9~~$6.9 million increase in our subscriptions revenue related to new organic sales driven by increases in products utilized across our current customer portfolio. Additionally, ~~$1.8~~$3.6 million of the increase was due to an increase in our professional services revenue ~~from~~primarily related to new subscription sales ~~and their related implementation~~in addition to customers delaying projects ~~as well as projects which customers had delayed during~~in fiscal year 2021 due to the COVID-19 ~~pandemic.~~pandemic resulting in favorable growth year over year.

Non-GAAP Subscriptions Revenue


	Successor		Predecessor							Successor		Predecessor
	Three Months Ended		Three Months Ended							Three Months Ended		Three Months Ended
($ in thousands)	May 31, 2021		May 31, 2020		$ Change		% Change			August 31, 2021		August 31, 2020		$ Change		% Change
Non-GAAP subscriptions revenue	$	73,536	$	69,604	$	3,932		6	%	$	75,928	$	69,035	$	6,893		10	%

Non-GAAP subscriptions revenue was ~~$73.5~~$75.9 million for the three months ended ~~May~~August 31, 2021, a ~~$3.9~~$6.9 million, or 6%10%, increase compared to ~~$69.6~~$69.0 million for the three months ended ~~May~~August 31, 2020. The increase in Non-GAAP subscriptions revenue relates to new organic subscription sales predominately driven by increases in products utilized across our customer portfolio alongside strategic partnership initiatives.

Gross Profit


	Successor			Predecessor									Successor			Predecessor
	Three Months Ended			Three Months Ended									Three Months Ended			Three Months Ended
($ in thousands)	May 31, 2021			May 31, 2020			$ Change			% Change			August 31, 2021			August 31, 2020			$ Change			% Change
Gross profit	$	28,168		$	52,330		$	(24,162	)		-46	%	$	38,528		$	51,660		$	(13,132	)		-25	%
Gross margin		42.5	%		63.0	%								49.3	%		63.1	%

Gross profit was ~~$28.2~~$38.5 million for the three months ended ~~May~~August 31, 2021, a ~~$24.2~~$13.1 million, or ~~46%~~25%, decrease compared to ~~$52.3~~$51.7 million for three months ended ~~May~~August 31, 2020. The decrease in gross profit was primarily due to the ~~$22.5~~$14.2 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination. Gross margin was ~~43%~~49% for the ~~first~~second quarter of fiscal 2022 compared to 63% for the ~~first~~second quarter of fiscal 2021.

Non-GAAP Gross Profit


	Successor			Predecessor								Successor			Predecessor
	Three Months Ended			Three Months Ended								Three Months Ended			Three Months Ended
($ in thousands)	May 31, 2021			May 31, 2020			$ Change		% Change			August 31, 2021			August 31, 2020			$ Change		% Change
Non-GAAP gross profit	$	65,441		$	59,381		$	6,060		10	%	$	68,126		$	58,478		$	9,648		16	%
Non-GAAP gross margin		73.7	%		71.4	%							73.8	%		71.5	%

Non-GAAP gross profit was ~~$65.4~~$68.1 million for the three months ended ~~May~~August 31, 2021, a ~~$6.1~~$9.6 million, or ~~10%~~16%, increase compared to ~~$59.4~~$58.5 million for the ~~here~~three months ended ~~May~~August 31, 2020. The increase in adjusted gross profit was due to increase in Non-GAAP subscriptions revenue and professional services revenue as discussed above in alignment with ~~tight control over~~ scaling costs. The Non-GAAP gross margin increased to 74% for the ~~first~~second quarter of fiscal 2022 from ~~71%~~72% for ~~first~~the second quarter of fiscal 2021.

EBITDA


	Successor			Predecessor							Successor			Predecessor
	Three Months Ended			Three Months Ended							Three Months Ended			Three Months Ended
($ in thousands)	May 31, 2021			May 31, 2020			$ Change			% Change	August 31, 2021			August 31, 2020			$ Change			% Change
EBITDA	$	(141,635	)	$	20,199		$	(161,834	)	nm	$	8,844		$	22,788		$	(13,944	)		-61	%
EBITDA margin		-213.5	%		24.3	%						11.3	%		27.9	%

EBITDA was ~~a loss of $141.6~~$8.8 million for the three months ended ~~May~~August 31, 2021, a ~~$161.8~~$13.9 million decrease compared to ~~$20.2~~$22.8 million for three months ended ~~May~~August 31, 2020. EBITDA margins decreased to ~~a negative 214%~~11% for ~~first~~the second quarter of fiscal 2022 compared to ~~24%~~28% in the prior year. The decrease in EBITDA and EBITDA margin was primarily related to the ~~$22.5~~$14.2 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination ~~loss of $59.9 million for the fair value adjustment as of May 31, 2021 for the warrant liability~~ and loss of ~~$73.3~~$16.8 million associated with the fair value adjustment ~~as of May 31, 2021~~ for the contingent consideration liability related to the Sponsor Side Letter and restricted Series B-1 and B-2 common ~~stock.~~stock, partially offset by the gain of $18.7 million for the fair value adjustment for the warrant liability.

Adjusted EBITDA


	Successor			Predecessor								Successor			Predecessor
	Three Months Ended			Three Months Ended								Three Months Ended			Three Months Ended
($ in thousands)	May 31, 2021			May 31, 2020			$ Change		% Change			August 31, 2021			August 31, 2020			$ Change		% Change
Adjusted EBITDA	$	29,191		$	26,962		$	2,229		8	%	$	33,500		$	26,151		$	7,349		28	%
Adjusted EBITDA margin		32.9	%		32.4	%							36.3	%		32.0	%

Adjusted EBITDA was ~~$29.2~~$33.5 million for the three months ended ~~May~~August 31, 2021, a ~~$2.2~~$7.3 million, or 8%28%, increase compared to ~~$27.0~~$26.2 million for the three months ended ~~May~~August 31, 2020. Adjusted EBITDA margin increased to ~~33%~~36% for the ~~first~~second quarter of fiscal 2022 compared to 32% for the ~~first~~second quarter of fiscal 2021. The increase in Adjusted EBITDA and Adjusted EBITDA margins were primarily due to organic revenue growth and additional cost scaling.

Six Months Ended August 31, 2021 compared to Six Months Ended August 31, 2020

Non-GAAP Revenue


	Successor		Predecessor
	Six Months Ended		Six Months Ended
($ in thousands)	August 31, 2021		August 31, 2020		$ Change		% Change
Non-GAAP revenue	$	181,111	$	164,941	$	16,170		10	%

Non-GAAP revenue was $181.1 million for the six months ended August 31, 2021, a $16.2 million, or 10%, increase compared to $164.9 million for the six months ended August 31, 2020. The increase in Non-GAAP revenue was mainly due to the $10.8 million increase in our subscriptions revenue related to new organic sales driven by increases in products utilized across our current customer portfolio. Additionally, $5.3 million of the increase was due to an increase in our professional services revenue primarily related to new subscription sales in addition to customers delaying projects in fiscal year 2021 due to the COVID-19 pandemic resulting in favorable growth year over year.

Non-GAAP Subscriptions Revenue


	Successor		Predecessor
	Six Months Ended		Six Months Ended
($ in thousands)	August 31, 2021		August 31, 2020		$ Change		% Change
Non-GAAP subscriptions revenue	$	149,464	$	138,639	$	10,825		8	%

Non-GAAP subscriptions revenue was $149.5 million for the six months ended August 31, 2021, a $10.8 million, or 8%, increase compared to $138.6 million for the six months ended August 31, 2020. The increase in Non-GAAP subscriptions revenue relates to new organic subscription sales predominately driven by increases in products utilized across our customer portfolio alongside strategic partnership initiatives.

Gross Profit


	Successor			Predecessor
	Six Months Ended			Six Months Ended
($ in thousands)	August 31, 2021			August 31, 2020			$ Change			% Change
Gross profit	$	66,696		$	103,990		$	(37,294	)		-36	%
Gross margin		46.2	%		63.0	%

Gross profit was $66.7 million for the six months ended August 31, 2021, a $37.3 million, or 36%, decrease compared to $104.0 million for six months ended August 31, 2020. The decrease in gross profit was primarily due to the $36.7 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination. Gross margin was 46% for the first six months of fiscal 2022 compared to 63% for the first six months of fiscal 2021.

Non-GAAP Gross Profit


	Successor			Predecessor
	Six Months Ended			Six Months Ended
($ in thousands)	August 31, 2021			August 31, 2020			$ Change		% Change
Non-GAAP gross profit	$	133,567		$	117,859		$	15,708		13	%
Non-GAAP gross margin		73.7	%		71.5	%

Non-GAAP gross profit was $133.6 million for the six months ended August 31, 2021, a $15.7 million, or 13%, increase compared to $117.9 million for the six months ended August 31, 2020. The increase in adjusted gross profit was due to increase in Non-GAAP subscriptions revenue and professional services revenue as discussed above in alignment with scaling costs. The Non-GAAP gross margin increased to 74% for the first six months of fiscal 2022 from 72% for the first six months of fiscal 2021.

EBITDA


	Successor			Predecessor
	Six Months Ended			Six Months Ended
($ in thousands)	August 31, 2021			August 31, 2020			$ Change			% Change
EBITDA	$	(132,791	)	$	42,987		$	(175,778	)	nm
EBITDA margin		-92.0	%		26.1	%

EBITDA was a loss of $132.8 million for the six months ended August 31, 2021, a $175.8 million decrease compared to $43.0 million for the six months ended August 31, 2020. EBITDA margins decreased to a negative 92% for the first six months of fiscal 2022 compared to 26% in the prior year. The decrease in EBITDA and EBITDA margin was primarily related to the $36.7 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination, a loss of $41.2 million for the fair value adjustment for the warrant liability and a loss of $90.0 million associated with the fair value adjustment for the contingent consideration liability related to the Sponsor Side Letter and restricted Series B-1 and B-2 common stock.

Adjusted EBITDA


	Successor			Predecessor
	Six Months Ended			Six Months Ended
($ in thousands)	August 31, 2021			August 31, 2020			$ Change		% Change
Adjusted EBITDA	$	62,691		$	53,113		$	9,578		18	%
Adjusted EBITDA margin		34.6	%		32.2	%

Adjusted EBITDA was $62.7 million for the six months ended August 31, 2021, a $9.6 million, or 18%, increase compared to $53.1 million for the six months ended August 31, 2020. Adjusted EBITDA margin increased to 35% for the first six months of fiscal 2022 compared to 32% for the first six months of fiscal 2021. The increase in Adjusted EBITDA and Adjusted EBITDA margins were primarily due to organic revenue growth and additional cost scaling.

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital, capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Current working capital needs relate mainly to employee compensation and benefits as well as interest and debt. Our ability to expand and grow our business will depend on many factors, including working capital needs and the evolution of our operating cash flows.

We had ~~$220.7~~$473.1 million in cash and cash equivalents, including $280.0 million of PIPE financing proceeds for the BluJay Acquisition, and $75.0 million of unused borrowing capacity under our ~~revolving credit facility~~2021 Revolving Credit Facility as of ~~May~~August 31, 2021. See Note 9, Notes Payable to the Notes to the Unaudited Condensed Consolidated Financial Statements. We believe our existing cash and cash equivalents, cash provided by operating activities and, if necessary, the borrowing capacity under our ~~revolving credit facility~~2021 Revolving Credit Facility will be sufficient to meet our working capital, debt repayment and capital expenditure requirements for at least the next twelve months. See Note 3, BluJay Acquisition to the Notes to the Unaudited Condensed Consolidated Financial Statements for the additional equity and debt financing related to the purchase of BluJay, which included increasing the 2021 Revolving Credit Facility by $80.0 million to a total of $155.0 million on September 1, 2021.

In the future, we may enter into arrangements to acquire or invest in complementary businesses. To facilitate these acquisitions or investments, we may seek additional equity or debt financing.

Debt

2021 Term Loan and Revolving Credit Facility

On February 4, 2021, as part of the Business Combination, E2open, LLC entered into ~~a new~~the 2021 Term Loan for $525.0 million ~~term loan (2021 Term Loan)~~ and ~~a $75.0 million revolver (2021~~the 2021 Revolving Credit ~~Facility).~~Facility for $75.0 million. The 2021 Term Loan will mature on February 4, 2028, while the revolver will mature on February 4, 2026. The 2021 Term Loan has a variable interest rate which was ~~4.00%~~3.75% and 3.69% as of ~~May~~August 31, 2021 and February 28, 2021, respectively. Principal payments of $1.3 million are due on the last day of each February, May, August and November commencing August 2021. As of ~~May~~August 31, 2021 and February 28, 2021, the 2021 Term Loan had a principal balance outstanding of $523.7 million and $525.0 million, respectively, and there were no amounts drawn on the revolver.

On September 1, 2021 as part of the BluJay Acquisition, the 2021 Term Loan was increased by $380.0 million and the 2021 Revolving Credit Facility was increased by $80.0 million to $155.0 million. On September 29, 2021, we borrowed $15.0 million under the 2021 Revolving Credit Facility for daily operating activities. There were no amounts drawn on the revolver prior to September 29, 2021.

Cash Flows

The following table presents net cash from operating, ~~activities,~~ investing ~~activities~~ and financing activities:


	Successor			Predecessor			Successor			Predecessor
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
($ in thousands)	May 31, 2021			May 31, 2020			August 31, 2021			August 31, 2020
Net cash provided by operating activities	$	39,266		$	29,831		$	41,484		$	41,986
Net cash used in investing activities		(12,385	)		(3,886	)		(17,372	)		(7,762	)
Net cash used in financing activities		(699	)		(602	)		253,276			(20,332	)
Effect of exchange rate changes on cash and cash equivalents		(1,161	)		120			(1,244	)		(448	)
Net increase in cash, cash equivalents and restricted cash		25,021			25,463			276,144			13,444
Cash, cash equivalents and restricted cash at beginning of period		207,542			48,428			207,542			48,428
Cash, cash equivalents and restricted cash at end of period	$	232,563		$	73,891		$	483,686		$	61,872

~~Three~~Six Months Ended ~~May~~August 31, 2021 compared to ~~Three~~Six Months Ended ~~May~~August 31, 2020

As of ~~May~~August 31, 2021, our consolidated cash, cash equivalents and restricted cash was ~~$220.7~~$473.1 million, a ~~$26.0~~$278.4 million increase from our balance of $194.7 million as of February 28, 2021.

Net cash provided by operating activities for the ~~three~~six months ended ~~May~~August 31, 2021 was ~~$39.3~~$41.5 million compared to ~~$29.8~~$42.0 million for the ~~three~~six months ended ~~May~~August 31, 2020. The ~~$9.5~~$0.5 million ~~increase~~decrease in cash was primarily driven by expenses related to the BluJay Acquisition offset by $8.4 million additional cash provided by working capital during the first ~~quarter~~six months of fiscal 2022 compared to the first ~~quarter~~six months of fiscal 2021.

Net cash used in investing activities was ~~$12.4~~$17.4 million and ~~$3.9~~$7.8 million for the ~~three~~six months ended ~~May~~August 31, 2021 and 2020, respectively. The use of cash for both periods was primarily driven by the acquisition of property and software related to our data centers.

Net cash ~~used in~~provided by financing activities for the ~~three~~six months ended ~~May~~August 31, 2021 was ~~$0.7~~$253.3 million compared to ~~$0.6~~net cash used of $20.3 million for ~~three~~six months ended ~~May~~August 31, 2020. The increase in cash ~~used in~~provided by financing activities was ~~a result~~mainly due to the PIPE investment proceeds received in advance of the BluJay Acquisition of $280.0 million. During the first six months of fiscal 2021 we received $1.8 million of proceeds from the sale of membership units ~~during the first quarter of fiscal 2021.~~. There were no sales of units or stock during the first ~~quarter~~six months of fiscal 2022. The net repayment of debt was ~~$2.0~~$19.7 million in fiscal 2021 compared to ~~$0.2~~$1.6 million in fiscal 2022. ~~Additionally, the~~The repayment of financing lease obligations was ~~$0.1~~$3.5 million higher in fiscal 2022 than in fiscal 2021. Additionally, we paid $2.5 million for the repurchase of common stock to pay withholding taxes and $16.8 million for the repurchase of Common Units upon conversion in fiscal year 2022.

Tax Receivable Agreement

Concurrently with the completion of the Business Combination, we entered into the Tax Receivable Agreement with certain selling equity holders of E2open Holdings. Pursuant to the Tax Receivable Agreement, we will pay ~~the~~ certain sellers, as applicable, 85% of the tax savings that we realize from increases in the tax basis in E2open Holdings’ assets as a result of the sale of E2open Holdings’ equity interests, the future exchange of the Common Units for shares of Class A Common Stock (or cash), certain pre-existing tax attributes of certain sellers and 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 we exercise our 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. We will retain the benefit of the remaining 15% of these cash savings.

Amounts payable under the Tax Receivable Agreement will be contingent upon, among other things, our generation of taxable income over the term of the Tax Receivable Agreement. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits subject to the Tax Receivable Agreement, we would not be required to make the related payments under the Tax Receivable Agreement. Although the amount of any payments required to be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. The amount of such payments is also generally limited to the extent we are unable to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement in a given period.

The liability related to the Tax Receivable Agreement ~~is $52.6~~was $63.3 million as of ~~May~~August 31, 2021, consisting of Tax Receivable liabilities recorded under ASC 805 of $53.2 million and $10.1 million under ASC 450, assuming (1) a constant corporate tax rate of ~~24.11%~~24.1%, (2) no dispositions of corporate subsidiaries, (3) no material changes in tax law and (4) we do not elect an early termination of the Tax Receivable Agreement. However, due to the uncertainty of various factors, including: (a) the timing and value of future exchanges, (b) the amount and timing of our future taxable income, (c) changes in our tax rate, (d) no future dispositions of any corporate stock and (e) changes in the tax law, the likely tax savings we will realize and the resulting amounts we are likely to pay to the E2open Sellers pursuant to the Tax Receivable Agreement are uncertain. Additionally, interest will accrue on the ~~tax receivable agreement~~portion of the Tax Receivable Agreement liability recorded under ASC 805 at a rate of LIBOR plus 100 basis points. The portion of the Tax Receivable Agreement liability under ASC 450 is recorded on a gross undiscounted basis.

The liability recorded on the balance sheet does not include an estimate of the amount of payments to be made if certain sellers exchanged their remaining interests in E2open Holdings for our common stock, as this amount is not readily determinable and is dependent on several future variables, including timing of future exchanges, stock price at date of exchange, tax attributes of the individual parties to the exchange and changes in future applicable federal and state tax rates.

In addition, if we exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur, we are required to make immediate cash payments. Such cash payments will be equal to the present value of the assumed future realized tax benefits based on a set of assumptions and using an agreed upon discount rate, as defined in the Tax Receivable Agreement. The early termination payment may be made significantly in advance of the actual realization, if any, of those future tax benefits. Such payments will be calculated based on certain assumptions, including that we have sufficient taxable income to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement over the period specified therein. The payments that we would be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available to us, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments.

We are entitled to receive quarterly tax distributions from E2open Holdings, subject to limitations imposed by applicable law and contractual restrictions. The cash received from such tax distributions will first be used to satisfy any tax liability and then make any payments required under the Tax Receivable Agreement. We expect that such tax distributions will be sufficient to fund both our tax liability and the required payments under the Tax Receivable Agreement.

Conversion of Contingent Consideration

The contingent consideration liability was ~~$224.1~~$65.8 million and $150.8 million as of ~~May~~August 31, 2021 and February 28, 2021, respectively. The fair value ~~remeasurement as of May 31, 2021~~remeasurements resulted in a gain of $18.7 million and a loss of ~~$73.3~~$41.2 million for the three and six months ended ~~May~~August 31, ~~2021.~~2021, respectively. There was no gain or loss for the three and six months ended ~~May~~August 31, 2020 as the contingent consideration liability was not recorded until February 4, 2021. The contingent liability represents the Series B-1 common stock, Series B-2 common stock, Series 1 RCUs and Series 2 RCUs.

~~There were 8,120,367 shares~~As of June 8, 2021, the Series B-1 common stock ~~including the Restricted Sponsor Shares issued under the Sponsor Side Letter Agreement, as of May 31, 2021. There were 4,379,557 shares of~~and Series 1 RCUs ~~outstanding~~were no longer reflected as ~~of May 31, 2021. The Series B-1 common stock automatically converts into our Class A Common Stock on~~ a ~~one-to-one basis and the Series 1 RCUs will vest and become Common Units of E2open Holdings at such time~~contingent consideration liability as the 5-day VWAP of our Class A Common Stock ~~is equal to at least $13.50 per share; however, the $13.50 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination.~~

~~As of June 8, 2021, the 5-day VWAP of our~~ ~~Class A Common Stock~~ exceeded $13.50 per ~~share which was the~~share. This triggering event ~~for~~resulted in the ~~conversion of the~~ 8,120,273 Series B-1 common stock ~~and vesting of the Series 1 RCUs. As such, 8,120,367 Series B-1 common stock converted~~converting into Class A Common Stock and 4,379,557 Series 1 RCUs ~~became~~becoming 4,379,557 Common Units of E2open Holdings along with ~~the issuance of 4,379,557 Class V common stock to~~entitling the holders of the newly vested common ~~units.~~units to 4,379,557 shares of Class V Common Stock.

Leases

Effective March 1, 2021, we began accounting for leases in accordance with ASC ~~Topic~~ 842, Leases, which requires lessees to recognize lease liabilities and ~~right-of-use (ROU)~~ROU assets on the balance sheet for contracts that provide lessees with the right to control the use of identified assets for periods of greater than 12 months. Upon adoption of ASC ~~Topic~~ 842, we recognized an operating lease liability of $23.0 million, a ROU operating asset of $22.4 million and no change to retained earnings.

Our non-cancelable operating leases for our office spaces have various expiration dates through August 2029. Under these leases, our undiscounted future cash flows utilized in the calculation of the lease liabilities as of ~~May~~August 31, 2021 were: ~~$4.4~~$2.8 million for ~~June~~September 1, 2021 through February 28, 2022, ~~$5.2~~$5.0 million for fiscal 2023, ~~$4.4~~$4.2 million for fiscal 2024, $3.1 million for fiscal 2025, ~~$2.5~~$2.4 million for fiscal 2026 and ~~$4.7~~$4.6 million thereafter. These numbers include interest of ~~$2.7~~$2.4 million.

Our non-cancelable financing lease arrangements relate to software and computer equipment and have various expiration dates through August 2024. We have the right to purchase the software and computer equipment anytime during the lease or upon lease completion. Under these leases, our undiscounted future cash flows utilized in the calculation of the lease liabilities as of ~~May~~August 31, 2021 were: ~~$4.4~~$0.6 million for ~~June~~September 1, 2021 through February 28, 2022, ~~$3.3~~$2.3 million for fiscal 2023 and ~~$2.5~~$2.1 million for fiscal 2024. These numbers include interest of ~~$0.6~~$0.4 million.

Off-Balance Sheet Arrangements

We are responsible for reimbursement of outstanding obligations related to any letters of credit issued under our $15.0 million available letters of credit accessible under our $75.0 million ~~revolving credit facility.~~2021 Revolving Credit Facility. We do not have any other material off-balance sheet arrangements or contingent commitments. There were no outstanding letters of credit or borrowings under the 2021 Revolving Credit Facility as of ~~May~~August 31, 2021 and February 28, 2021.

On September 1, 2021, the 2021 Revolving Credit Facility was increased by $80.0 million to $155.0 million and the letter of credit sublimit was increased from $15.0 million to $30.0 million upon completion of the BluJay Acquisition. On September 29, 2021, we borrowed $15.0 million under the 2021 Revolving Credit Facility for daily operating activities.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies to the Notes to the Consolidated Financial Statements in our 2021 Form 10-K.

There have been no changes to our critical accounting policies and estimates during the three and six months ended August 31, 2021 from those previously disclosed in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the market risks during the three and six months ended ~~May~~August 31, 2021 from those previously disclosed in Part II, Item 7A., Quantitative and Qualitative Disclosures About Market Riskof our 2021 Form 10-K.

Item 4.4. Controls and Procedures.

Disclosure Controls and Procedures

We have disclosure controls and procedures in place to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These controls and procedures are accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~As required by Rules 13a-15(b)~~Under the supervision and ~~13a-15(e) under~~with the ~~Exchange Act,~~participation of our ~~President and~~management, including our Chief Executive Officer and ~~our~~ Chief Financial Officer, ~~evaluated~~we performed an evaluation of the effectiveness of the ~~disclosure controls~~design and ~~procedures as~~operation of ~~May 31, 2021. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that~~ our disclosure controls and procedures ~~were effective,~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by the Quarterly Report. In designing and evaluating these disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly ~~Report.~~Report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

~~As previously disclosed,~~There have not been any changes in ~~connection with~~ our internal controls over financial ~~statement close process for~~reporting during the ~~year~~quarter ended ~~February 28,~~August 31, 2021 ~~we continued~~that have materially affected, or are reasonably likely to ~~report a material weakness in~~materially affect, our internal control over financial ~~reporting related to the accounting for warrants. A material weakness is a deficiency, or combination of deficiencies, in~~reporting. We review our disclosure controls and procedures, which may include internal ~~control~~controls over financial reporting, ~~such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected~~ on ~~a timely~~an ongoing basis. As noted in our 2021 Form 10-K for the post-combination company, our remediation plan was implemented as of February 28, 2021. However, the material weakness was not considered remediated because the controls neededFrom time to ~~operate for a sufficient period of~~ time, ~~and~~ management ~~needed~~makes changes to test that the controls were operating effectively in order to conclude such material weakness was remediated. Therefore, our controls to evaluate the accounting for complex financial instruments, such as the warrants, were not considered effective to appropriately apply the provisions of ASC Topic 815-40, ~~Contracts in Entity’s Own Equity~~ ~~as of February 28, 2021.~~

Based on our initial assessment, management concluded that as of May 31, 2021, our internal controls over complex financial instrument, such as warrants, operated effectively through May 31, 2021. We also expanded and improved our review process for complex securities and related accounting standards, including the identification and engagement of third party professionals with who we consult regarding complex accounting applications. Management has testedenhance the effectiveness of ~~such~~these controls and ensure that they continue to meet the needs of our business activities over complex financial instruments for the reporting periods ended February 28, 2021 and May 31, 2021. Management believes the aforementioned changes provide sufficient controls to remediate the aforementioned material weakness in internal controls.time.

PART II—OTHER INFORMATION

Item 1.1. Legal Proceedings.

From time to time, we are subject to contingencies that arise in the ordinary course of business. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not currently believe the resolution of any such contingencies will have a material adverse effect upon our Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows.

Item ~~1A.~~1A. Risk Factors.

There have been no material changes in our risk factors during the three and six months ended ~~May~~August 31, 2021 from those previously disclosed in Part I, Item 1A., Risk Factors of our 2021 Form 10-K and Part II, Item 1A., Risk Factors of our May 31, 2021 Form 10-Q filed with the SEC on July 16, 2021 (Q1 2022 Form 10-Q), other than set forth below. You should carefully consider the risk factors discussed in our 2021 Form 10-K and ~~below,~~Q1 2022 Form 10-Q, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results.

Risks Related to Our Business Model

Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks. As such, we may be subject to risks inherent to companies that process client data for client mission critical systems like SCM solutions.

As we continue to grow and as threat actors have become more sophisticated, we have observed increased threat activity to our products and systems. We are the ~~BluJay Acquisition~~

~~The BluJay acquisition may~~target of attempts on a regular basis to identify and exploit system vulnerabilities and/or penetrate or bypass our security measures in order to gain unauthorized access to our systems. To mitigate these risks, we employ multiple methods at different layers of our systems to defend against intrusion and attack. We do not ~~be consummated.~~

We have ~~entered~~visibility into ~~a Purchase Agreement~~all unauthorized incursions, however, and our systems could experience incursions of which we are not aware. When we become aware of unauthorized access to ~~acquire BluJay. Completion~~our systems, we take steps intended to identify and remediate the source and impact of the ~~BluJay acquisition is subject~~incursions. Despite our efforts to ~~a number~~keep our systems secure and remedy identified vulnerabilities, future attacks could be successful and result in contractual liability to clients or loss of ~~risks~~client trust and uncertainties, and we can provide no assurance that the various closing conditions to the Purchase Agreement will be satisfied, including that the required governmental and other necessary approvals will be obtained.ultimately client business.

We may experience ~~difficulties~~breaches of our security measures due to human error, system errors or vulnerabilities. In particular, our platform and the other systems or networks used in ~~integrating the operations of BluJay into~~ our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware and phishing campaigns. We maintain errors, omission and cyber liability insurance policies covering security and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.

In addition, while we are continually taking steps to enhance our cybersecurity defenses, increased investments, coordination, and resources are required to achieve our objective of ensuring over time that our cybersecurity infrastructure meets or exceeds evolving industry standards. Achieving this objective will require continued effort and vigilance, including sustained investment of money and management resources in ~~realizing~~order to support the ~~expected benefits~~ongoing development and maintenance of systems that meet these standards.

At present, we believe the ~~BluJay acquisition.~~regulatory and private action risks related to personal data we process as part of our business-to-business supply chain solutions are low. We process a limited amount of personal data, typically business contact information, supplied by our clients. Regulations surrounding personal data are rapidly changing and that makes global compliance challenging and unpredictable. Failure to comply with regulations may subject us to regulatory investigations, reputational harm, contractual liability to clients and potential liability to data subjects.

~~The success~~Risks Related to our Indebtedness

Our substantial level of ~~the BluJay acquisition, if completed, will depend in part on our ability to realize the anticipated business opportunities from combining the operations of BluJay with our business in an efficient~~indebtedness and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which couldsignificant leverage may materially adversely affect our ability to ~~maintain relationships with customers, employees or other third parties or~~raise additional capital to fund our operations and limit our ability to ~~achieve~~react to changes in the ~~anticipated benefits~~economy or our industry.

We have a substantial amount of indebtedness and are significantly leveraged. As of August 31, 2021, we had outstanding indebtedness in the principal amount of $523.8 million. As part of the BluJay ~~acquisition~~Acquisition, we incurred an additional $380.0 million and ~~could harm our financial performance. If~~the 2021 Revolving Credit Facility was increased by $80.0 million to $155.0 million. Our substantial level of indebtedness increases the possibility that we ~~are unable to successfully or timely integrate the operations of BluJay with our business, we~~ may ~~incur unanticipated liabilities and~~ be unable to ~~realize~~generate sufficient cash to pay the ~~anticipated benefits resulting from the BluJay acquisition,~~principal, interest or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, may have a material adverse impact on us and our ~~business, results~~business.

Item 2. Unregistered Sales of ~~operations~~Equity Securities and ~~financial condition could be materially~~Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of Class A Common Stock during the quarter ended August 31, 2021:


Period	Total Number of Shares Purchased			Average Price Paid Per Share
June 1 - June 30	$	—		$	—
July 1 - July 31		176,654	(1)		14.00
August 1 - August 31		—			—
Total	$	176,654		$	14.00

(1)

The total number of shares purchased represents shares withheld by us and ~~adversely affected.~~

~~Item 5. Other Information.~~

~~Related Party Disclosure~~

~~On July 13, 2021, our~~transferred to treasury shares in connection with tax withholdings upon the conversion of the Series B-1 common stock into Class A Common Stock. Our board of directors reviewed the Lock-Up Agreements entered into on February 4, 2021 with various executive officers, pursuant to which the executive officers are not permitted to transfer shares of the Company beneficially owned or otherwise held by them prior to the termination of the Lock-up Period. Upon review, our board of directors affirmatively agreed to waive the Lock-up Period ~~solely in respect of withholding~~for associated with these shares ~~to cover the taxes upon issuance of Class A Common Stock to the executive officers upon the conversion of the Series~~ on July 13, 2021.

~~B-1 and Series B-2 common stock~~48.

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).


Exhibit Number		Description
~~2.1~~†2.1†		Share Purchase Deed dated as of May 27, 2021, by and among E2open Parent Holdings, Inc. and BluJay TopCo Limited and the other parties thereto (incorporated by reference to Exhibit 2.1 of E2open Parent Holdings, Inc.’s Form 8-K (File No. 001-39272) filed with the SEC on June 1, 2021).
~~2.2~~†2.2†		Management Warranty Deed dated as of May 27, 2021, by and among E2open Parent Holdings, Inc. and the other parties thereto (incorporated by reference to Exhibit 2.2 of E2open Parent Holdings, Inc.’s Form 8-K (File No. 001-39272) filed with the SEC on June 1, 2021).
~~2.3~~†2.3†		Tax Warranty Deed dated as of May 27, 2021, by and among E2open Parent Holdings, Inc. and the other parties thereto (incorporated by reference to Exhibit 2.3 of E2open Parent Holdings, Inc.’s Form 8-K (File No. 001-39272) filed with the SEC on June 1, 2021).
3.1		Certificate of Domestication of the CC Neuberger Principal Holdings I (incorporated by reference to Exhibit 3.1 of E2open Parent Holdings, Inc.’s Form 8-K (File No. 001-39272), filed with the SEC on February 10, 2021).
3.2		Certificate of Incorporation of the E2open Parent Holdings, Inc. (incorporated by reference to Exhibit 3.2 of E2open Parent Holdings, Inc.’s Form 8-K (File No. 001-39272) filed with the SEC on February 10, 2021).
3.3		Amendment to the Certificate of Incorporation of E2open Parent Holdings, Inc. (incorporated by reference to Exhibit 3.3 of E2open Parent Holdings, Inc.'s Form S-1 (File No. 333-259562) filed with the SEC on September 15, 2021).
3.4		Bylaws of the E2open Parent Holdings, Inc. (incorporated by reference to Exhibit 3.3 of E2open Parent Holdings, Inc.’s Form 8-K (File 001-39272) filed with the SEC of February 10, 2021).
10.1		Form of ~~Subscription~~Lock-up Agreement (incorporated by reference to Exhibit ~~10.5~~10.2 of E2open Parent Holdings, Inc.’s's Form 8-K (File No. 001-39272), filed with the SEC on ~~June 1,~~September 3, 2021).
10.2*10.2		Amendment No. 12 to ~~the~~ Credit Agreement, dated ~~as of June 18,~~September 1, 2021, by and among E2open Intermediate, LLC, ~~the lenders party thereto and~~E2open, LLC, Goldman Sachs Bank USA, and the financial institutions parties thereto as ~~administrative agent~~lenders and ~~collateral agent~~issuing banks (incorporated by reference to Exhibit 10.4 of E2open Parent Holdings, Inc.'s Form 8-K (File No. 001-39272), filed with the SEC on September 3, 2021).
31.131.3		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File

* Filed herewith.

† Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request

SIGNATURES

~~Filed herewith.~~

†	~~Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request~~

~~SIGNATURES~~

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


	E2open Parent Holdings, Inc.

Date: ~~July 14,~~October 13, 2021	By:	/s/ Michael A. Farlekas
		Michael A. Farlekas
		Chief Executive Officer

Date: ~~July 14,~~October 13, 2021	By:	/s/ Jarett J. Janik
		Jarett J. Janik
		Chief Financial Officer

4350


Delaware	86-1874570
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9600 Great Hills Trail, Suite 300E Austin, TX	78759
(Address of principal executive offices)	(Zip Code)


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


Abbreviation		Term

ASC		Accounting Standards Codification

BluJay		BluJay TopCo Limited, a private limited liability company registered in England and Wales which owns BluJay Solutions, a cloud-based logistics execution platform company

~~CC Capital~~BluJay Sellers		BluJay and its subsidiaries

CC Capital		CC NB Sponsor 1 Holdings LLC

Class A Common Stock		Class A common stock, par value $0.0001 per share

Class V Common Stock		Class V common stock, par value $0.0001 per share

Common Units		common units representing limited liability company interests of E2open Holdings, LLC ~~which are non-voting, economic interests in E2open Holdings, LLC~~

Forward Purchase Agreement		agreement dated as of April 28, 2020, by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP

Forward Purchase Warrants		5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement

Insight Partners		entities affiliated with Insight Venture Management, LLC, including funds under management; controlling unitholder of E2open Holdings, LLC ~~holding less than 50% voting interests~~

Investor Rights Agreement	��	agreement ~~entered into~~amended and restated on ~~February 4,~~September 1, 2021 providing Insight Partners, ~~and~~ CC Capital, Francisco Partners and Temasek the right to nominate members to the board of directors, requires parties to vote in favor of director nominees recommended by the board of directors, requires the registration of securities within 30 days of ~~February 4,~~September 1, 2021 and limits the transfer of beneficially owned shares of common stock prior to the termination of the Lock-up Period.

LIBOR		London Interbank Offered Rate

Lock-up Period		period commencing on ~~February 4,~~September 1, 2021 and ending on ~~August 4, 2021~~February 28, 2022

nm		not meaningful

PIPE		private investment in public equity; financing from institutional investors

Purchase Agreement		Share Purchase Deed entered into on May 27, 2021 with BluJay

RCU		restricted common units representing Series 1 and Series 2 of E2open Holdings, LLC

SCM		supply chain management

SEC		U.S. Securities and Exchange Commission

~~U.S. GAAP~~Temasek		Temasek Holdings

U.S. GAAP		generally accepted accounting principles in the United States

NYSE		New York Stock Exchange

VWAP		daily per share volume-weighted average price of the Class A Common Stock on the NYSE as displayed on the Bloomberg page under the heading Bloomberg VWAP

	Successor			Predecessor
	Three Months Ended			Three Months Ended
(In thousands)	May 31, 2021			May 31, 2020
Net loss	$	(169,355	)	$	(23,752	)
Other comprehensive income (loss), net:
Net foreign currency translation gain (loss)		1,475			(291	)
Total other comprehensive income (loss), net		1,475			(291	)
Comprehensive loss		(167,880	)	$	(24,043	)
Less: Comprehensive loss attributable to noncontrolling interest		(26,861	)
Comprehensive loss attributable to E2open Parent Holdings, Inc.	$	(141,019	)


	Successor			Predecessor			Successor			Predecessor
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
(In thousands)	August 31, 2021			August 31, 2020			August 31, 2021			August 31, 2020
Net loss	$	(23,988	)	$	(17,540	)	$	(193,343	)	$	(41,292	)
Other comprehensive loss, net:
Net foreign currency translation loss		(6,523	)		(55	)		(5,048	)		(346	)
Total other comprehensive loss, net		(6,523	)		(55	)		(5,048	)		(346	)
Comprehensive loss		(30,511	)	$	(17,595	)		(198,391	)	$	(41,638	)
Less: Comprehensive loss attributable to noncontrolling interest		(4,505	)					(31,366	)
Comprehensive loss attributable to E2open Parent Holdings, Inc.	$	(26,006	)				$	(167,025	)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page
Glossary		3
Forward-Looking Statements		4
PART I.		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2830
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4047
Item 4.	Controls and Procedures	4047
PART II.	OTHER INFORMATION	4147
Item 1.	Legal Proceedings	4147
Item 1A.	Risk Factors	4147
Item 5.2	~~Other Information~~Unregistered Sales of Equity Securities and Use of Proceeds	4148
Item 6.	Exhibits	4249
Signatures		4350


	Class A			Class V			Series B-1			Series B-2
Balance, February 28, 2021		187,051,142			35,636,680			8,120,367			3,372,184
Conversion of Series B-1 common stock (1)		8,120,273			—			(8,120,273	)		—
Conversion of Series 1 RCUs (2)		—			4,379,557			—			—
Business Combination post-close adjustment issuance (3)		133,322			92,690			—			—
Conversion of Common Units (4)		2,623,409			(4,232,034	)		—			—
Repurchase shares (5)		(176,654	)		—			—			—
Balance, August 31, 2021		197,751,492			35,876,893			94			3,372,184

	Successor
	Three Months Ended
(In thousands, except per share data)	May 31, 2021
Net loss per share:
Numerator - basic:
Net loss per share:	$	(169,355	)
Less: Net loss attributable to noncontrolling interests		(27,097	)
Net loss attributable to E2open Parent Holdings, Inc. - basic	$	(142,258	)

Numerator - diluted:
Net loss attributable to E2open Parent Holdings, Inc. - basic	$	(142,258	)
Add: Net loss and tax effect attributable to noncontrolling interests		—
Net loss attributable to E2open Parent Holdings, Inc. - diluted	$	(142,258	)

Numerator - basic:
Weighted average shares outstanding - basic		187,051
Net income per share - basic	$	(0.76	)

Numerator - diluted:
Weighted average shares outstanding - basic		187,051
Weighted average effect of dilutive securities:
Shares related to common units		—
Weighted average shares outstanding - diluted		187,051
Diluted net income per common share	$	(0.76	)

	~~Successor~~
	~~Three Months Ended~~
	~~May 31, 2021~~
~~Restricted Sponsor Shares related to Series B-1 common stock~~		~~2,500,000~~
~~Shares related to Series B-1 common stock~~		~~5,620,367~~
~~Shares related to Series B-2 common stock~~		~~3,372,184~~
~~Shares related to restricted common units Series 1~~		~~4,379,557~~
~~Shares related to restricted common units Series 2~~		~~2,627,724~~
~~Shares related to warrants~~ ⁽¹⁾		~~29,079,972~~
~~Shares related to Common Units~~		~~35,636,680~~
~~Shares related to options~~		~~2,416,628~~
~~Shares related to restricted stock~~		~~225,532~~
~~Units/Shares excluded from the dilution computation~~		~~85,858,644~~


	Successor						Successor
	Number of Shares (in thousands)		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)		Number of Shares (in thousands)		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)
Balance, February 28, 2021		—	$	—		—		0	$	0		—
Granted		2,583		9.86				2,583		9.86
Balance, May 31, 2021		2,583		9.86		9.8
Balance, August 31, 2021								2,583	$	9.86		9.5


Expected term (in years)	7	6.25
Expected equity price volatility	~~46.12% - 46.25%~~	46.39% - 46.65%
Risk-free interest rate	~~1.12% - 1.29%~~	0.96% - 1.12%
Expected dividend yield	0%	0%


	Predecessor							Predecessor
	Number of Units (in thousands)			Weighted Average Exercise Price Per Unit		Weighted Average Term (in years)		Number of Units (in thousands)			Weighted Average Exercise Price Per Unit		Weighted Average Term (in years)
Balance, February 29, 2020		22,001		$	1.51		1.9		22,001		$	1.51		1.9
Exercised		(1,288	)		1.45				(1,290	)		1.45
Forfeited		(312	)		1.65				(287	)		1.64
Balance, May 31, 2020		20,401			1.51		1.6
Balance, August 31, 2020									20,424		$	1.51		1.4


	Successor									Successor
	May 31, 2021									August 31, 2021
($ in thousands)	Weighted Average Useful Life		Cost		Accumulated Amortized			Net		Weighted Average Useful Life	Cost		Accumulated Amortized			Net
Indefinite-lived:
Trademark / Trade name	Indefinite		$	109,998	$	—		$	109,998	Indefinite	$	109,998	$	—		$	109,998
Definite-lived:
Customer relationships		20.0		300,257		(4,874	)		295,383	20.0		299,963		(8,619	)		291,344
Technology		8.5		370,256		(14,140	)		356,116	8.5		369,960		(25,010	)		344,950
Content library		10.0		50,000		(1,622	)		48,378	10.0		50,000		(2,872	)		47,128
Total definite-lived				720,513		(20,636	)		699,877			719,923		(36,501	)		683,422
Total intangible assets			$	830,511	$	(20,636	)	$	809,875		$	829,921	$	(36,501	)	$	793,420


	Successor
	February 28, 2021
($ in thousands)	Weighted Average Useful Life	Cost		Accumulated Amortized			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	109,924	$	—		$	109,924
Definite-lived:
Customer relationships	20.0		300,107		(1,248	)		298,859
Technology	8.5		370,106		(3,621	)		366,485
Content library	10.0		50,000		(417	)		49,583
Total definite-lived			720,213		(5,286	)		714,927
Total intangible assets		$	830,137	$	(5,286	)	$	824,851

	Successor
	February 28, 2021
($ in thousands)	Weighted Average Useful Life		Cost		Accumulated Amortized			Net
Indefinite-lived:
Trademark / Trade name	Indefinite		$	109,924	$	—		$	109,924
Definite-lived:
Customer relationships		20.0		300,107		(1,248	)		298,859
Technology		8.5		370,106		(3,621	)		366,485
Content library		10.0		50,000		(417	)		49,583
Total definite-lived				720,213		(5,286	)		714,927
Total intangible assets			$	830,137	$	(5,286	)	$	824,851


		Successor
($ in thousands)	Balance Sheet Location	August 31, 2021
Operating lease liability - current	Current portion of operating lease obligations	$	4,788
Operating lease liability	Operating lease obligations		14,975
Finance lease liability - current	Current portion of finance lease obligations		2,406
Finance lease liability	Finance lease obligations		2,211
Total lease liabilities		$	24,380


	Successor
	~~Three~~Six Months Ended
	~~May~~August 31, 2021
Weighted -average remaining lease term (in years):
Finance lease		~~1.82~~		1.98
Operating lease		~~5.27~~		5.20
Weighted-average discount rate:
Finance lease		9.20	%
Operating lease		~~4.39~~4.43	%


($ in thousands)	Operating Leases			Finance Leases
September 1, 2021 to February 28, 2022	$	2,787		$	638
2023		4,970			2,271
2024		4,200			2,104
2025		3,125			0
2026		2,450			0
Thereafter		4,616			0
Total		22,148			5,013
Less: Present value discount		(2,385	)		(396	)
Lease liabilities	$	19,763		$	4,617


($ in thousands)	Amount
2022	$	8,507
2023		6,540
2024		5,555
2025		4,204
2026		3,218
Thereafter		5,434
Total minimum lease payments	$	33,458

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company