Abbreviation |
|
Term |
|
|
|
|
|
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 |
|
|
|
|
|
Domestication |
|
CC Neuberger Principal Holdings I changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware on February 4, 2021 |
|
|
|
|
|
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 Shares |
|
20,000,000 Class A ordinary shares purchased pursuant to the Forward Purchase Agreement |
|
|
|
|
|
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 shareholder of E2open Holdings, LLC holding less than 50% voting interests |
|
|
|
|
|
LIBOR |
|
London Interbank Offered Rate |
|
|
|
|
|
Lock-up Period |
|
period commencing on February 4, 2021 and ending on August 4, 2021 |
|
|
|
|
|
PIPE Investment |
|
an aggregate of 69,500,000 shares of Class A Common Stock purchased in connection with the Business Combination at $10.00 per for a total of $695.0 million |
|
|
|
|
|
RCU |
|
restricted common units representing Series 1 and Series 2 of E2open Holdings, LLC |
|
|
|
|
|
SaaS |
|
software-as-a-service or a software distribution model in which a company hosts applications for customers and makes these applications available to customers via the internet/cloud technology |
|
|
|
|
|
SCM |
|
supply chain management |
|
|
|
|
|
SEC |
|
U.S. Securities and Exchange Commission |
|
|
|
|
|
U.S. GAAP |
|
generally accepted accounting principles in the United States |
|
|
|
|
|
SKU |
|
stock-keeping record, a functional application that may be used as a standalone or with other functional applications/SKUs, each of which belongs to only one product family, and each product family has between four and ten SKUs |
|
|
|
|
|
TAM |
|
total addressable market, which is the estimated potential market size for SCM software in North America and Europe |
|
|
|
|
|
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 |
|
|
|
|
This Annual Report on Form 10-K (2021 Form 10-K) 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,” “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 2021 Form 10-K 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:
|
|
• |
the ability to recognize the anticipated benefits of the Business Combination (as defined below), which may be affected by, among other things, competition, and our ability to grow and manage growth profitably and retain our key employees; |
|
|
• |
changes in applicable laws or regulations; |
|
|
• |
the inability to develop and maintain effective internal controls; |
|
|
• |
the COVID-19 pandemic; |
|
|
• |
the inability to attract new customers or upsell/cross sell existing customers; |
|
|
• |
failure to renew existing customer subscriptions on terms favorable to us; |
|
|
• |
risks associated with our extensive and expanding international operations; |
|
|
• |
the inability to develop and market new and enhanced solutions; |
|
|
• |
the failure of the market for cloud-based SCM solutions to develop as quickly as we expect; |
|
|
• |
inaccuracies in information sourced for our knowledge databases; |
|
|
• |
failure to compete successfully in a fragmented and competitive SCM market; |
|
|
• |
the inability to adequately protect key intellectual property rights or proprietary technology; |
|
|
• |
the diversion of management’s attention and consumption of resources as a result of potential acquisitions of other companies; |
|
|
• |
risks associates with our past and prospective acquisitions, including the failure to successfully integrate operations, personnel, systems, technologies and products of the acquired companies, adverse tax consequences of acquisitions, greater than expected liabilities of the acquired companies and charges to earnings from acquisitions; |