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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended February 2928, ~~2024~~2025


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

For the Transition Period from to .

Commission File Number 001-39272

E2open Parent Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		86-1874570
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
9600 Great Hills Trail, Suite 300EAustin, TX		78759
14135 Midway Road, Suite G300Addison, TX		75001
(address of principal executive offices)		(zip code)
	866-432-6736
	(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of Act:

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	New York Stock Exchange

Securities registered pursuant to Section 12(g) of Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued it audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of August 31, ~~2023~~2024, the aggregate market value of the registrant's Class A ordinary shares held by non-affiliates of the registrant was $~~770~~736.87 million based on the closing sale price of $4.8348 as reported on The New York Stock Exchange.

As of April 2425, ~~2024~~2025, E2open Parent Holdings, Inc. had ~~306~~310,~~526~~168,~~294~~075 shares of Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's definitive proxy statement, in connection with its 2024 annual meeting of stockholders, to be filed within 120 days after the end of the fiscal year ended February 2928, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.


Auditor Firm Id:	42	Auditor Name:	Ernst & Young LLP	Auditor Location:	Austin, Texas, United States

Table of Contents

		Page
	Glossary of Terms	3
	Forward-Looking Statements	5
PART I
Item 1	Business	6
Item 1A	Risk Factors	1211
Item 1B	Unresolved Staff Comments	3633
Item 1C	Cybersecurity	3733
Item 2	Properties	3935
Item 3	Legal Proceedings	4036
Item 4	Mine Safety Disclosures	4036
PART II		4036
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4036
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	4238
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	6459
Item 8	Financial Statements and Supplementary Data	6661
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~120~~112
Item 9A	Controls and Procedures	~~120~~112
Item 9B	Other Information	~~121~~113
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	~~121~~113
PART III		~~121~~113
Item 10	Directors, Executive Officers and Corporate Governance	~~121~~113
Item 11	Executive Compensation	~~121~~113
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~121~~113
Item 13	Certain Relationships and Related Transactions, and Director Independence	~~122~~113
Item 14	Principal Accountant Fees and Services	~~122~~113
PART IV		~~122~~113
Item 15	Exhibits and Financial Statement Schedules	~~122~~113
Item 16	Form 10-K Summary	~~124~~116
Signatures		~~125~~117

Glossary of Terms

Abbreviation		Term
ASC		Accounting Standards Codification
BluJay		BluJay TopCo Limited, a private limited liability company registered in England and Wales which owned BluJay Solutions, a cloud-based logistics execution platform company
Business Combination		purchase of E2open Holdings, LLC and its subsidiaries by CCNB1 on February 4, 2021
CC Capital		CC NB Sponsor 1 Holdings LLC
CCNB1		CC Neuberger Principal Holdings I
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 represent limited liability company interests of E2open Holdings, LLC, which are non-voting, economic interests in E2open Holdings, LLC. Every economic common unit is tied to one voting share of Class V Common Stock at E2open Holdings Parent, Inc.
Domestication		CCNB1 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 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
Logistyx		Logistyx Technologies, LLC, a private limited liability company headquartered in Chicago, Illinois, which connects top retailers, manufacturers and logistics providers to more than 550 in-network carriers with strategic parcel shipping and omni-channel fulfillment technology.
nm		not meaningful
NYSE		New York Stock Exchange
OEM		original equipment manufacturer
PIPE		private investment in public equity; financing from institutional investors
PIPE Investment		an aggregate of 69,500,000 shares of Class A Common Stock purchased in connection with the Business Combination, as defined below, at $10.00 per for a total of $695.0 million
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
SaaS		software-as-a-service or a software distribution model in which a company hosts applications for clients and makes these applications available to clients via the internet/cloud technology
SCM		omni-channel and supply chain management
SEC		U.S. Securities and Exchange Commission
SOFR		Secured Overnight Financing Rate

Abbreviation Term SaaS software-as-a-service or a software distribution model in which a company hosts applications for clients and makes these applications available to clients via the internet/cloud technology SCM omni-channel and supply chain management SEC U.S. Securities and Exchange Commission SKU stock-keeping record, a functional application that may be used as a standalone application 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 SOFR Secured Overnight Financing Rate TAM total addressable market, which is the estimated potential market size for SCM software in North America and Europe Temasek Temasek Holdings (Private) Limited U.S. GAAP generally accepted accounting principles in the United States ~~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~~

Forward-Looking Statements

This Annual Report on Form 10-K (~~2024~~2025 Form 10-K) contains “forward-looking statements” within the meaning of the federal securities law., ~~These~~and ~~forward-looking~~are ~~statements~~subject ~~give~~to ~~E2open~~the ~~Parent~~safe ~~Holdings,~~harbor ~~Inc.'s~~created ~~(we,~~under ~~our,~~the ~~us,~~Private ~~Company~~Securities orLitigation ~~E2open)~~Reform ~~current~~Act ~~expectations~~of ~~and~~1995. Forward-looking statements include ~~projections~~all ofstatements ~~results~~that ofdo ~~operations~~not orrelate ~~financial~~solely ~~condition~~to historical or ~~forecasts~~current offacts, ~~future~~and ~~events.~~generally ~~Words~~can be identified by the use of words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” and similar expressions ~~are~~or ~~used~~future toor ~~identify~~conditional ~~forward-looking statements~~verbs. Without limiting the generality of the ~~forgoing~~foregoing, forward-looking statements contained in this document include ~~our~~ expectations regarding ~~our~~the 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 ~~2024~~2025 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~~the control ~~and~~of ~~our~~E2open ~~directors~~Parent Holdings, ~~officers~~Inc ~~and~~(we, ~~affiliates.~~our, ~~Accordingly~~us, ~~forward-looking~~Company ~~statements~~or ~~should~~E2open) ~~not~~and beoutside ~~relied~~the ~~upon~~control asof ~~representing~~ our ~~views~~directors, asofficers ofand ~~any subsequent date~~affiliates. ~~We do not undertake any obligation to update~~Accordingly, ~~add~~we orcan togive ~~otherwise~~no ~~correct~~assurance that any ~~forward-looking~~expectation ~~statements contained herein to reflect events~~ or ~~circumstances~~belief ~~after~~will ~~the date they were made, whether as a~~ result ofor ~~new~~will ~~information,~~be ~~future~~achieved ~~events, inaccuracies that become apparent after the date hereof~~ or ~~otherwise,~~accomplished. ~~except~~Investors astherefore ~~may~~should benot ~~required~~place ~~under~~undue ~~applicable~~reliance ~~securities~~on ~~laws~~forward-looking statements.

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:

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the effect of the volatile, negative or uncertain ~~macroeconomic~~macro-economic and political conditions, tariffs, inflation, changes in interest rates, fluctuation in foreign currency exchange rates and the political effects of these factors on our business, our slowing growth rate, results of operations and financial condition as well as our clients' businesses and levels of business activity;

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changes in market interest rates particularly on our variable rate debt, including the recent significant increases in market interest rates experienced in fiscal 2023 and 2024 and that may continue to increase in fiscal 2025;

the inability to realize the value of the goodwill and intangible assets, which could result in the incurrence of material charges related to the impairment of those assets;

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the inability to develop and market new product innovations and monetize our network;

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the slowing of our growth rate due to lower than anticipated new bookings and higher than expected churn;

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risks associated with our ~~past~~ acquisitions, (including ~~the BluJay and Logistyx acquisitions)~~churn, ~~including~~ the ~~failure~~ability to ~~successfully~~maintain ~~integrate~~client ~~operations,~~relationships ~~personnel, systems~~ and ~~products of the acquired companies, adverse tax consequences of acquisitions,~~ greater than expected liabilities of the acquired companies, charges to earnings from the acquisitions, the ability of the combined company to grow and manage profitability, maintain relationships with clients and suppliers and retain its management and key employees and the ability to recognize the anticipated benefits of the acquisition;

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the inability to develop and maintain effective internal controls over financial reporting;

the inability to attract new clients or upsell/cross sell existing clients or the failure to renew existing client subscriptions on terms favorable to us;

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risks associated with our ~~extensive and expanding~~ international operations, including the risks created by geopolitical instability;

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the failure of the market for cloud-based SCM solutions to develop as quickly as we expect or failure to compete successfully in a fragmented and competitive SCM market;

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the diversion of management's attention and consumption of resources as a result of the strategic alternatives process;

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

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

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cyber-attacks and security vulnerabilities; ~~and~~

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~~certain~~inability ~~other~~to ~~factors~~attract ~~discussed~~or ~~elsewhere~~retain inkey ~~this~~employees; ~~2024 Form 10-K.~~and

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~~For~~certain ~~a further discussion of these and~~ other factors ~~that~~discussed ~~could~~elsewhere ~~impact~~in ~~our~~this ~~future~~2025 ~~results~~Form ~~and performance, see Part I, Item 1A~~10-K.~~, Risk Factors.~~

All forward-looking statements speak only as of the date of this 2025 Form 10-K and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into this 2025 Form 10-K. 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 required by law.

For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A, Risk Factors.

PART I

Item 1. Business

Company Overview

We are a world-class provider of cloud-based, end-to-end SCM and orchestration software. Our connected supply chain software platform enables the largest companies to transform the way they make, move and sell goods and services. With ~~the~~a ~~broadest~~ cloud-native global SaaS platform purpose-built for modern supply chains, we connect more than ~~480~~500,000 manufacturing, logistics, channel and distribution partners across our multi-enterprise network processing ~~approximately~~over 1618 billion transactions annually. Our SaaS platform spans many key strategic and operational areas including omni-channel, demand sensing, supply planning, global trade management, transportation and logistics and manufacturing and supply management. We ~~primarily~~ generate revenue from the sale of software subscriptions and professional services. Our software combines networks, data and applications to provide a deeply embedded, mission-critical platform that allows clients to optimize their channel and supply chains and accelerate their growth, reduce costs, increase visibility and improve resiliency. Given the mission-critical nature of our solutions, we maintain long-term relationships with our clients, which is reflected by our long client tenure. We serve approximately 5,~~800~~600 clients in all major countries in the world across a wide range of end-markets, including consumer goods, food and beverage, manufacturing, retail, industrial and automotive, aerospace and defense, technology and transportation, among others.

We operate in what we believe is an attractive industry with strong secular tailwinds and a TAM which includes significant whitespace within our current client base. This upsell opportunity within our existing client base is largely driven by their current technology landscape which is often a combination of legacy point solutions and home-grown applications along with a combination of manual processes and spreadsheets. As the process of bringing goods and services to market continues to evolve, supply chains have grown more complex and the need for modern cloud-based solutions has continued to increase. Our SaaS platform has the ability to anticipate disruptions and opportunities in order to help companies improve efficiency, reduce waste and operate sustainably. We believe our cloud-based, end-to-end supply chain software platform offers a differentiated and more connected solution for clients to run a fully integrated supply chain solution providing not just visibility, but the ability to orchestrate their extended supply chain.

Our Platform

Our SaaS platform brings together networks, data, applications and a collaborative user experience to facilitate end-to-end supply chain visibility across omni-channels, planning, execution and procurement and delivers a strong value proposition.

Network

Our network consists of four distinct, but connected, ecosystems: Demand, Supply, Logistics and Global Trade.

Our Demand ecosystem represents the global cohort of partners that brands rely on our network to sell their products. Retailers, distributors, re-sellers and those who sell goods primarily through online channels are grouped under this ecosystem.

Our Supply ecosystem is comprised of partners for the production of goods that brands rely on to manufacture their products, including components, materials and manufacturing capacity. Contract manufacturers, co-packers, component and raw material suppliers across multiple tiers of the manufacturing process are grouped under this ecosystem.

Our Logistics ecosystem includes global logistics services that transport components, raw materials and finished goods across all modes.

Our Global Trade ecosystem allows participants to automate the global movement of goods and facilitate cross-border transactions for businesses, which we believe is increasingly important given the velocity with which import and export laws change on a global scale.

Our network connects participants across all of these ecosystems, enabling clients to analyze data, identify problems proactively and optimize asset efficiency. We are a leading provider with a unique network of ecosystems, and do not rely on third party providers for network information.

Data

Our proprietary algorithms capture, cleanse, normalize and harmonize the data within our network ecosystems that feed our solutions to deliver compelling value to our clients. Additionally, our clients can combine internal and external vendor data with our network to drive informed decision-making based on real-time information. Our ability to capture and harmonize data from our clients and their trading partners in any native format demonstrates the strong capabilities of our software architecture and integrated data model. The combination of network ecosystems, data and applications provides end-to-end supply chain visibility in a way that is unique to our platform and provides cost savings measures for our clients.

Applications

Our end-to-end applications ~~provide~~include advanced algorithms ~~including~~with artificial intelligence ~~and~~(AI) ~~machine learning-based advanced analytics~~ to help clients gain insights for enhanced decision-making across channel, supply chain planning, execution and procurement functions. The AI embedded within our applications encompasses a variety of technologies, including supervised machine learning, unsupervised machine learning and generative AI with large language models. Our applications are organized into five product families: Channel, Planning, Global Trade, Logistics and Supply.

Channel: Complete 360-degree view of retail, distribution and online activity with the decision-grade partner data to empower clients to manage incentive programs and retail execution, access and optimize partner performance and measure the return on channel investments.

Planning: Create accurate plans that align demand, supply and inventory across the entire value chain, send changes using real-time data, assess the business impact of deviations, evaluate corrective actions and collaborate with sub-tier partners to put plans into actions.

Global Trade: Manage every aspect of trade on a single platform from import and export duties to free trade agreements, bonded warehouses, custom filings and compliance with government regulations backed by the most comprehensive, up-to-date trade content available.

Logistics: Plan and execute the movement of goods anywhere in the world across any mode of transportation with the agility and resiliency to respond rapidly to changes or disruptions.

Supply: Gain agility and resiliency with multi-tier visibility into supply, including materials and capacity, enable complex direct sourcing and procurement efficiencies and achieve consistent quality and control for both internal and external manufacturing.

Competitive Strengths

World -Class End-to-End Mission Critical Software

We are focused on providing a world -class cloud-based, end-to-end SCM and orchestration software that will provide the full supply chain visibility and solutions needed by our clients.

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Single connected SCM platform for planning and execution, making aligned decisions that consider the realities of our client’s extended supply chain and orchestrating actions across internal and sub-tier ecosystem partners.

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Connected decisions to comply with regulations that increasingly extend to sub-tiers beyond our client’s immediate control, manage risks and disruptions across extended supply chains that impact production and ~~customer~~client service, accelerate growth to expand sales and revenue and improve operational efficiencies reducing waste and increasing profitability.

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Largest supply chain operating network that includes all four ecosystems, increasing the likelihood that the partners our clients trade with are already on our network, with reusable connections to lower the barrier, reduce the time to value and cost to implement.

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Full range of best-in-class planning and execution applications on a single platform offering the ability to reduce enterprise complexity, lower integration costs and enable cross-functional workflows to unlock value in more advanced deployments.

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Decades of multi-enterprise experience in understanding complex sub-tier processes to make, move and sell goods as well as design products to operate in multi-enterprise environments which are exponentially more complex than the traditional enterprise approach.

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Decades of experience in deploying artificial intelligence in production at scale, with deep expertise on the corner cases and exception handling required to make applied artificial intelligence in supply chains successful. Our network provides access to sub-tier value chain partner data required to feed artificial intelligence for supply chain decisions and the ability to automate process orchestration across sub-tier parties to put artificial intelligence decision into action.

Strong Network Effects Enhanced by a Flexible and Integrated Data Model

Our core offerings are underpinned by an integrated data model that facilitates the flow and processing of data for participants across several ecosystems and applications. This model facilitates low latency, “many-to-one-to-many” data exchange across trading partner ecosystems. The combination of our integrated and flexible data model along with our connected ecosystems powers our clients' solutions allowing them to efficiently orchestrate their end-to-end supply chains. This architecture is designed to ensure that each participant and data source within these ecosystems enhances our applications, which in turn improves the network and the value we deliver to our clients and participants. Additionally, we believe utilizing our software to efficiently orchestrate our clients' end-to-end supply chains enables our clients to realize significant value and return on investment.

Our software architecture and ability to normalize and harmonize data creates a scalable software platform that can efficiently integrate acquisitions and new product applications seamlessly into a consolidated and holistic SaaS solution. Our software architecture and this ability have been driving forces behind our robust track-record of successful acquisition integrations.

Importantly, we believe there is incremental value we can create by utilizing the data flowing through our network to develop insights that can further help our clients as well as other target markets. We plan to develop a comprehensive strategy to capture this market opportunity and deepen our relationships with clients, which has the potential to meaningfully accelerate revenue growth.

Long-Term Relationships with Diversified, Fortune 1000 Client Base

We deliver solutions for some of the largest global brand owners and manufacturers. Our diverse client base of large enterprise clients spans a broad spectrum of industries including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others.

Our software is critical to the operations of companies with complex supply chain needs. It not only provides operational efficiencies, but also contributes a financial impact through cost reductions and enabling new revenue opportunities. Our clients utilize our highly differentiated solutions to orchestrate their supply chains, which enables them to realize significant value and return on investment, especially in volatile environments.

Clients' focus and satisfaction are the bedrock of our mission. The success of our clients is the cornerstone of our successful growth. As such, we are refocusing our culture and operations around our client-centric approach.

Growth Strategies

We intend to profitably grow our business and create shareholder value through the following strategic initiatives:

Expand Within Existing Clients

We believe there is a significant opportunity to drive growth through expansion of our existing client relationships. Cross-selling represents a strong growth area for us given that we have substantial whitespace within our current client base. Our products and network provide a unique opportunity to facilitate end-to-end SCM. This provides us a significant opportunity to cross-sell additional products to our clients, accelerating growth and strengthening relationships with our installed client base.

Win New Clients

As part of our growth strategy, another key growth lever is winning new clients. We have invested in strategic system integrator partnership initiatives to reach clients we could not previously reach. We are building collaborative go-to-market partnerships with key strategic system integrator partners. Our joint goal is to identify strategic integrator partners' clients carrying out broad digital transformation projects who have supply chain software needs that match well with our vertical market expertise and product value proposition. Additionally, we plan to continue pursuing strategic partnerships and leverage the networks of our board of directors, advisory board and others to elevate conversations with C-level executives at key targets in our pipeline. We also intend to utilize these relationships and networks as well as our own channel reseller and partner network to accelerate growth through the onboarding of new clients.

Strategic Acquisitions

From time to time, we evaluate opportunities to acquire companies that will broaden our product offerings and expand our technology capabilities. Our key strategic acquisition criteria include mission-critical solutions in core markets; complementary cloud applications with minimal product overlap; new client relationships in vertical or geographic markets; and TAM, proprietary data and/or network expansion. We will continue to use this strategic lever as the opportunities arise.

Intellectual Property

We consider the protection of our intellectual property and proprietary information to be an important facet of our business. We own a number of trademarks, patents, copyrights and domain names registered in the United States and abroad that, together, are meaningful to our business, including the e2open, BluJay, Logistyx, ~~Amber Road~~ and INTTRA marks, among others. From time to time, we have pursued enforcement of our intellectual property rights against third parties and expect to do so in the future. In addition, we enter into customary confidentiality and invention assignment agreements with employees and contractors involved in the development of our intellectual property.

Government Regulation and Compliance

We are subject to various laws and regulations of the United States and other jurisdictions, including the European Union, by supranational, national and local government authorities, including with respect to sanctions compliance, privacy laws, labor and employment laws and other laws. In the United States, our global sanctions compliance is monitored by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC), and certain of our subsidiaries have received a license from OFAC permitting certain business, transactions or other activities involving sanctioned countries. We monitor these regulatory requirements, including the requirements for retaining our OFAC license and our compliance on a regular basis.

Organizational Structure

Our organizational structure is what is commonly referred to as an umbrella partnership C corporation (or Up-C) structure. This organizational structure allows certain owners of E2open Holdings to retain their equity ownership in E2open Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units and Series 2 RCUs. Each continuing owner of E2open Holdings also holds a number of shares of Class V common stock equal to the number of Common Units held by such owner, which has no economic value, but which entitles the holder to one vote per share at any meeting of our shareholders. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of CCNB1 and certain other investors and vested option holders, by contrast, hold their equity ownership in the Company, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes.

Risk Management

Management conducts ~~quarterly~~regular enterprise risk assessments, which are reviewed with the Risk Committee of the board of directors, and then summarized for the board of directors ~~quarterly~~. ~~Annual~~Enterprise ~~enterprise~~ risk assessments include an evaluation of the impact, likelihood, and velocity of risks, which determines the level of oversight ~~provided by management and the board of directors. Quarterly updates include consultations with management~~necessary, ~~updates~~including ~~to quantitative and qualitative ranking of risks and~~ the use of outside advisors and experts as needed. A management comprised Executive Risk Committee responsible for reviewing and responding to risks also participates in the Disclosure Committee and provides input on relevant disclosure areas. The board of directors has assigned certain risks to board committees, e.g., environmental, social and governance (ESG) to the Nominating, Sustainability and Governance Committee and Enterprise Risk Management to the Risk Committee of the board of directors.

Human Capital

We believe our success in delivering cloud-based, end-to-end SCM software relies on our culture, values, and the creativity and commitment of our people. Each member of our global team performs an integral role within the organization that helps us to successfully manage our operations and serve our clients. We operate in 2422 offices across North America, South America, Europe and Asia-Pacific. As of February 28, 2025, we had 3,873 full-time employees with 1,143 in North and South America, 451 in Europe and 2,279 in Asia-Pacific.

As of February 29, 2024, we had 3,916 full-time employees with 1,182 in North and South America, 484 in Europe and 2,250 in Asia-Pacific. Employee diversity and inclusive business practices are central to our corporate identity and ingrained in everything we do.

The following tables depict our diversity by gender for all employees as of February 29, 2024:

		Male			Female			Total
All Offices Worldwide	Headcount		2,651			1,320			3,971
	Percentage of Employees		67	%		33	%
People Managers	Headcount		618			230			848
	Percentage of Employees		73	%		27	%
Individual Contributors	Headcount		2,033			1,090			3,123
	Percentage of Employees		65	%		35	%

The following tables depicts our U.S. employee diversity by race as of February 29, 2024:

		American Indian/ Alaskan Native			Asian			Black or African American			Hispanic or Latino			Native Hawaiian or Other Pacific Islander			Two or More Races			White			Total
U.S. Employees	Headcount		3			203			40			72			11			15			772			1,116
	Percentage of Employees		0	%		18	%		4	%		7	%		1	%		1	%		69	%
People Managers	Headcount		2			65			8			9			4			5			229			322
	Percentage of Employees		1	%		20	%		2	%		3	%		1	%		2	%		71	%
Individual Contributors	Headcount		1			138			32			63			7			10			543			794
	Percentage of Employees		0	%		17	%		4	%		8	%		1	%		1	%		69	%

Embracing diversity worldwide is integral to finding the best people, not a box to check or standard to meet. This perspective is adopted throughout the Company and reinforced in the U.S. through our annual training on diversity and inclusion and preventing harassment and discrimination.

As a company, we strive to attract, retain, motivate and reward the best possible people. To accomplish this, we offer benefits consistent with best practices in the areas where we operate. For example, in the U.S., our competitive Total Rewards and Health Benefits Program includes the following:

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Fixed base pay;

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Unlimited paid time off;

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Incentive variable bonus plan and equity;

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Retirement plan match;

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Training and career development;

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Paid parental leave; and

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Health benefits - medical, dental, vision, Health Savings Account (HSA) and both long-term and short-term disability.

We invest in our people and strive to maintain a healthy, safe and secure work environment where our employees are treated with respect and dignity. We endeavor to create an inclusive and diverse community that inspires collaboration, integrity, engagement and innovation while offering the opportunity for personal and professional growth. Our culture is built upon our operating principles: be prepared, build relationships on trust and respect, be direct and transparent, learn and operate with intensity, make and meet commitments reliably, always add values and own the results.

We recognize and value the important role of employee training in our long-term growth. We strive to be the best in the industry, which demands the best from each employee. Training starts on day one to help streamline the transition employee onboarding. We created e2immersion, a several hour comprehensive introduction to e2open and how to navigate as a new hire. E2immersion includes new hire material on everything from our applications to compliance procedures. To ensure our employees' ongoing personal and professional growth, we developed e2open University where employees can participate in various online training classes. These training classes are continually updated and new classes are added, so that our employees have a full range of classes available on relevant topics. Each year, our employees receive role-specific training which includes product overviews, anti-harassment, insider trading, cybersecurity awareness, compliance with our Code of Business Conduct and other compliance and industry-specific subjects. E2open University also has courses on leadership and management skills, as well as business planning and application deployments, to name just a few.

We use a framework called e2review to drive our performance review and engagement process. E2review encourages continual open and interactive communication between employees and their managers allowing individual needs to be recognized and met, as well as company goals to be supported. This allows the employee and their manager to establish a professional development plan that facilitates personal employee growth while advancing our strategy.

E2WIN is the e2open Women’s Inclusion Network. It is a global group that is open to employees of any gender identity. E2WIN’s mission is to create a gender equal community at e2open that enables talent of all backgrounds to inspire and empower one another and to build a more equal and inclusive workplace. The objectives of the program are to provide unparalleled support to propel professional development at e2open; allow more opportunities for our employees to connect with each other to grow their support network; and increase attraction, retention and promotion of women at e2open. E2WIN achieves these objectives through several initiatives including a mentoring program, regional and global group meetings, guest speakers, community service and training.

We also foster innovation through the annual e2opennovation contest where individuals or teams develop innovative, useful, cost-saving and cutting-edge solutions that benefit clients, us and/or fellow team members. The competition includes two categories: (1) move the needle where innovation advances our three-year strategic goals and (2) hidden gems where innovation showcases work over the past year that elevates us and our clients.10

We foster innovation through the annual e2opennovation contest where individuals or teams develop innovative, useful, cost-saving and cutting-edge solutions that benefit clients, us and/or fellow team members. The competition includes two categories: (1) move the needle where innovation advances our three-year strategic goals and (2) hidden gems where innovation showcases work over the past year that elevates us and our clients.

We have global culture and events committees which serve to embrace and share our global culture while generating programs and social activities throughout the year with the goal of helping to unify the team and give back to our communities. We also launched a way for our remote employees to connect and engage through an employee resource group called e2unite. The goal of e2unite is to provide resources for our remote team members to stay connected through technologies, fostering social interactions, aligning team members with our goals, values and operating principles while enhancing the sense of well-being.

We work to keep our employees updated on our developments, achievements and new product offerings through regular All Hands meetings with our senior leadership team. We consistently work to improve the employee experience by addressing feedback collected through our global employee survey as well as various targeted surveys we conduct with managers, new hires and employees leaving the Company. We use Viva Engage as an internal communications tool, enabling employees to connect by posting pictures of holiday and team celebrations, using it to share news about new hires and work anniversaries and otherwise connect in a more personal way.

Financial Information About Industry Segments

We have one reportable segment consisting of cloud-based, end-to-end SCM software and related professional services. All of our activities are interrelated, and we evaluate our performance in total as one segment. ~~Accordingly, we do not report segment information.~~

Available Information

Our website address is www.e2open.com. Electronic copies of our SEC filings are available through the Investor Relations tab as soon as practicable after the reports are filed with the SEC. Additionally, our Code of Ethics, Corporate Governance Guidelines, Whistleblower Policy and the charters of our Audit Committee, Compensation Committee, Nominating, Sustainability and Governance Committee, and Risk Committee are located under the Governance tab of the Investor Relations section of our website.

Item 1A. Risk Factors

Risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this ~~2024~~2025 Form 10-K and other public statements we make are described below. Based on the information currently known to us, we believe that the matters discussed below identify the material risk factors affecting our business. However, the risks and uncertainties we face are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, but that could later become material, may also adversely affect our business.

Summary of Risk Factors

The following summarizes risks and uncertainties that could materially adversely affect our business, financial condition, results of operations and stock price. You should read this summary together with the detailed description of each risk factor contained below.

Risks Related to Strategic Alternatives Process

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We cannot assure you that our strategic review will result in any particular outcome, and the strategic review process or its conclusion will not adversely affect our business and our stockholders.

Risks Related to Macroeconomic and Market Competition

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Changes in the global economic environment, tariffs, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, and economic instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our ~~customers~~clients and suppliers.

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Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations and cash flows.

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We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain clients and would impede the growth of our business.

Risks Related to our Indebtedness

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Our substantial level of indebtedness and significant leverage may materially adversely affect our ability to fund our operations and limit our ability to react to changes in the economy or our industry.

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Our variable rate indebtedness subjects us to interest rate risk, which, ~~along with the phase-out of LIBOR and transition to SOFR~~ could cause our debt service obligations to increase significantly.

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Our debt agreements contain restrictions that limit our flexibility in operating our business.

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We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

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A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Risks Related to our Business Model and the Markets in Which We Compete

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Our business depends on clients renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.

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Our largest revenue clients have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue and lower average selling prices and gross margins, all of which could harm our results of operations.

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Given many of our key clients are large enterprise clients, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.

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If we are unable to sell products to new clients or to sell additional products or upgrades to our existing clients, it will adversely affect our revenue growth and operating results.

•

Our ability to grow our business is dependent in part on the strategic relationships we develop and maintain with third parties.

•

Our ability to develop our brand is ~~critical~~important for our continued success.

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Delays in implementing our products could adversely impact our business, results of operations, cash flows and financial conditions.

•

Because we generally recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.

•

We have experienced rapid growth in historic periods that may not be indicative of our future growth.

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If we fail to maintain adequate operational and financial resources, we may be unable to execute our business plan or maintain high levels of service and client satisfaction.

•

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and we may not be able to do so, or do so quickly enough to respond to changes in demand. Even if we anticipate changes in demand, it may be difficult for us to transition existing clients to new versions of our solutions.

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The market for cloud-based SCM solutions is still evolving. If this market develops more slowly than we expect, our revenue may fail to grow or decline, and we may incur additional operating losses.

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

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If we fail to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our products may become less competitive or obsolete and our results of operations would be harmed.

•

Integration of AI into our software solutions presents a number of risks that could materially affect our financial condition and operations.

•

We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

•

Inability to attract, integrate and retain management and other personnel could adversely impact our business, results of operations, cash flows and financial condition.

•

Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

Risks Related to International Operations

•

Because our long-term success depends on our ability to operate our business internationally and increase sales of our products to clients located outside of the United States, our business is susceptible to risks associated with international operations.

•

Our operating results include foreign currency gains and losses.

Risks Related to Key Third-Party Relationships

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Interruptions or performance problems associated with our products, including disruptions at any third-party data center upon which we rely, may impair our ability to support our clients.

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The information we source from third parties for inclusion in our knowledge databases may not be accurate and complete. Our trade experts may make errors in interpreting legal and other requirements when processing this information and our trade content may not be updated on a timely basis, which can expose our clients to fines and other substantial claims and penalties.

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Interruptions or performance problems associated with our internal infrastructure, and its reliance on technologies from third parties, may adversely affect our ability to manage our business and meet reporting obligations.

•

We leverage third-party software for use with our solution. Performance issues, errors and defects or failure to successfully integrate or license necessary third-party software could cause delays, errors or failures of our solution, increases in our expenses and reductions in our sales, which could materially and adversely affect our business and results of operations.

Risks Related to Being a Public Company and Ownership of Our Securities

•

WeCC ~~have~~Capital, ~~increased~~Insight ~~costs~~Partners, Francisco Partners and ~~obligations~~Temasek asand their respective affiliates beneficially own a ~~result~~significant equity interest in us and all have representation on our board of ~~being~~directors, aexcept ~~public~~Francisco ~~company~~Partners, and their interests may conflict with our or your interests.

•

We may not be successful in continuing to meet the internal control requirements of the Sarbanes-Oxley Act of 2002.

CC Capital and its affiliates, affiliates of Insight Partners and Temasek and its affiliates all have representation on our board of directors and beneficially own a significant equity interest in us and their interests may conflict with us or your interests.

We may issue additional shares of our Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

•

If analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations regarding our Class A Common Stock, then the price and trading volume of our securities could decline.

•

We may amend the terms of the warrants in a manner that may be adverse to holders of the public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

•

Our warrants may have an adverse effect on the market price of our Class A Common Stock.

Risks Related to the Holding Company Structure and Tax Receivable Agreement

•

We are a holding company and our only material asset is our interest in E2open Holdings, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

•

Pursuant to the Tax Receivable Agreement associated with the Business Combination Agreement, we are required to pay certain sellers 85% of the tax savings that we realize as a result of increases in tax basis in E2open Holdings. These payments may be substantial, as well as exceed actual tax benefits. The timing of these payments may also be accelerated.

Risks Related to Acquisitions

Acquisitions present many risks that could have a material adverse effect on our business and results of operations.

We may experience difficulties in integrating acquisitions into our business and in realizing the expected benefits of the acquisitions.

Risks Related to Legal and Regulatory

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We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

•

We may be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

1413

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We are subject to sanctions, anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

•

Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our paying clients could increase the costs of our products and services and harm our business.

•

Our ability to use our net operating loss carryforwards may be subject to limitation.

•

Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our products and adversely affect our business.

General Risks

•

Changes in existing financial accounting standards or practices may harm our results of operations.

We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses.

We may be subject to litigation for any of a variety of claims, which could adversely affect our business, results of operations and financial condition.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.

Risks Related to Strategic Review Process

We cannot assure you that our strategic review will result in any particular outcome, and the strategic review process or its conclusion will not adversely affect our business and our stockholders.

In March 2024, the Company's management and board of directors announced ~~that they are engaged in~~ a strategic review of the business to maximize value for our stockholders. We ~~are~~continue to actively ~~working~~work with financial advisors and legal counsel in this review process.

No assurance can be given as to the timeline or outcome of the process, including whether the process will result in a transaction or that any transaction that is agreed to will be completed. Entry into or completion of any potential transaction or other strategic alternatives would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals and the availability of financing for a potential transaction on reasonable terms. Even if a transaction is entered into, there can be no assurance that it will be successful or have a positive effect on stockholder value. Our board of directors may also determine that no transaction is in the best interest of our stockholders.

We ~~expect~~have incurred and may continue to incur substantial expenses associated with identifying, evaluating, and negotiating potential strategic alternatives. The process of reviewing potential strategic alternatives has been and may continue to be time consuming, distracting and disruptive to our business operations. We ~~may~~have also incurred and may continue to incur additional unanticipated expenses in connection with this process. In addition, we may be subject to costly and time-consuming litigation related to the process. Further, the process has resulted and may continue to result in the loss of potential business opportunities and has had and may continue to have a negative effect on the market price and volatility of our common stock, as well as our ability to recruit and retain qualified personnel.

In addition, speculation regarding any developments related to the strategic review and perceived uncertainties related to the future of the Company ~~could~~may continue to cause our stock price to fluctuate significantly.

1514

Risks Related to Macroeconomic and Market Competition

Continuing concerns over economic and business prospects in the United States and throughout the world, including impacts related to tariffs, inflationary pressures and geopolitical disruptions have contributed to increased volatility and diminished expectations for the global economy. As a global company, we are subject to the risks arising from adverse changes in the domestic and global economies. In addition, uncertainty in the macroeconomic environment and associated global economic conditions have resulted in volatility in credit, equity and foreign currency markets. In fiscal ~~2024~~2025 and ~~2023~~2024, our revenues were subject to ~~increased~~ foreign currency exchange volatility, resulting in a ~~positive~~negative impact of approximately $20.23 million and a ~~negative~~positive impact of approximately $112.2 million from foreign currency exchange rates year-over-year, respectively. These macroeconomic conditions have and are likely to continue to affect the buying patterns of our ~~customers~~clients and prospective ~~customers~~clients, including the length of sales cycles, our overall pipeline and pipeline conversion rates and our revenue growth expectations. In addition, we have experienced, and could experience in the future, delays in payments from our ~~customers~~clients experiencing weakness in their business as a result of the macroeconomic environment and associated global economic conditions, which could increase our credit risk exposure or adversely impact our cash flows and harm our financial condition. For example, in fiscal ~~2024~~2025, we experienced lower new bookings, elevated churn, lengthening sales cycles, a decrease in pipeline conversion rates and slower revenue growth. If macroeconomic or geopolitical conditions ~~continue to~~ deteriorate ~~or if the recovery is delayed~~, ~~slows or is uneven,~~ our overall results of operations could be adversely affected; we may not be able to grow at the rates we have experienced in the past and we could fail to meet the expectations of investors.

The full extent of the impact of current macroeconomic factors, including those related to inflationary pressures, foreign exchange rates and geopolitical disruptions, on our operational and financial performance remains uncertain and will depend on many factors outside our control. To the extent these factors adversely affect our business, results of operations and financial condition, this may also have the effect of heightening many of the other risks described in this section.

Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations and cash flows.

Our revenue, results of operations and cash flows depend on the overall demand for and use of technology and information for global SCM, which depends in part on the amount of spending allocated by our clients or potential clients on supply chain technology and information. This spending depends on worldwide economic and geopolitical conditions. The U.S. and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services; tariffs, poor liquidity; reduced corporate profitability; volatility in credit, equity and foreign exchange markets; bankruptcies; ~~pandemics~~a ~~such~~public ashealth ~~COVID-19~~crisis; and overall economic uncertainty. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain. In addition, geopolitical developments can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

Concerns about the systemic impact of a global recession, tariffs, increasing energy costs, geopolitical issues or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S. economy and abroad, which in turn could affect the rate of information technology spending and adversely affect our clients' ability or willingness to purchase our services, delay prospective clients' purchasing decisions, reduce the value or duration of their subscription contracts or affect attrition rates, all of which could adversely affect our future sales and operating results. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts or non-renewal at the end of a contract term.

We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain clients and would impede the growth of our business.

The SCM market is fragmented, competitive and rapidly evolving. We compete with other cloud-based SCM vendors, traditional enterprise resource planning vendors such as SAP and Oracle and other service providers as well as with solutions developed internally by enterprises seeking to manage their global supply chains and global trade. Some of our actual and potential competitors may enjoy competitive advantages over us, such as greater name recognition, more varied offerings and larger marketing budgets as well as greater financial, technical and other resources. Furthermore, some competitors may have best-of-breed solutions to problems created by the unique trading requirements of particular countries, industries and/or business processes. Some key competitors are private companies with lower overhead and no exposure to the public markets, which allow them to price deals in an unprofitable manner or otherwise compete in ways that we cannot compete as a public company. As a result, our competitors may be able to respond more quickly than we can to new or changing opportunities, technologies, standards or client requirements or devote greater resources to the promotion and sale of their products and services than we can.

1615

The intensity of competition in the SCM market has resulted in pricing pressure as the market has developed, and our competitors frequently offer substantial price discounts for their products. We expect the intensity of competition to increase in the future as existing competitors develop their capabilities and as new companies, which could include one or more large software or trade content providers, enter the market. Increased competition could result in additional pricing pressure, reduced sales, shorter term lengths for client contracts, lower margins or the failure of our solutions to achieve or maintain broad market acceptance. If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates and add or retain clients, and our business, financial condition and results of operations will be harmed.

Risks Related to our Indebtedness

We have a substantial amount of indebtedness and are significantly leveraged. As of February 2928, ~~2024~~2025, we had outstanding indebtedness in the principal amount of $1,~~067~~056.23 million. Our 2021 Revolving Credit Facility has a borrowing capacity of $155.0 million with no outstanding borrowings as of February 2928, ~~2024~~2025. Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay the 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. For example, it could:

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make it more difficult for us to satisfy obligations with respect to our indebtedness and any repurchase obligations that may arise thereunder;

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require us to dedicate a substantial portion of cash flow from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development and other purposes;

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increase our vulnerability to adverse economic, market and industry conditions and limit our flexibility in planning for, or reacting to, these conditions;

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expose us to the risk of increased interest rates as the majority of our borrowings are at variable rates of interest;

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limit our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures, and we may be more vulnerable to a downturn in general economic or industry conditions or be unable to carry out capital spending that is necessary or important to our growth strategy;

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limit our ability to borrow additional funds or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes; and

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limit our ability to compete with others who are not as highly-leveraged.

Our variable rate indebtedness subjects us to interest rate risk, which, ~~along with the phase-out of LIBOR and transition to SOFR,~~ could cause our debt service obligations to increase significantly.

All of the borrowings under the credit agreement (Credit Agreement), including the senior secured term loan due in 2028 and revolving credit facility due in 2026, bear interest at variable rates and are subject to the risk of changes in interest rates. In April 2025, the revolving credit facility due date was extended to February 2028. The Federal Reserve raised interest rates substantially during fiscal 2023 and 2024, and as a result the interest we pay on our debt has increased significantly and has adversely impacted our results of operations and cash flows. This adverse impact may continue or worsen during fiscal 2025 if the Federal Reserve maintains interest rates at their current higher levels or elects to raise interest rates further.

In March and April 2023, we entered into interest rate collar agreements on a portion of our variable rate term loan debt in order to reduce our exposure to further increases in interest rates. We have not entered into interest rate derivative or hedging agreements related to our revolving credit facility, which is currently undrawn. In the future, we may enter into additional derivative or hedging agreements to further reduce our exposure to variable interest rates. However, we may not hedge all of our indebtedness, and any hedges that we may have, or will put in place, may not fully mitigate our interest rate risk.

In July 2023, we transitioned our variable interest rate based on LIBOR to SOFR for all borrowings under our Credit Agreement, including the term loan and revolver borrowings. SOFR is a relatively new reference rate and is administered and calculated differently than LIBOR. These and other factors could give rise to uncertainty regarding SOFR's suitability as a LIBOR replacement and make future SOFR rate movements more volatile.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The senior secured credit facilities contain various covenants that limit our ability to engage in specified types of transactions, including, among other things:

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incur additional indebtedness or issue certain preferred shares;

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pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock;

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make certain loans, investments or other restricted payments, including certain payments with respect to subordinated indebtedness;

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transfer or sell certain assets;

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enter into certain sale and leaseback transactions;

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incur certain liens;

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guarantee indebtedness or incur other contingent obligations;

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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

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engage in certain transactions with our affiliates.

In addition, under the senior secured credit facilities, we are required to satisfy specified financial ratios, including a first-lien secured debt leverage ratio. Our ability to meet those financial ratios can be affected by events beyond our control, and we may not be able to meet those ratios and tests.

A breach of the covenants under our Credit Agreement could result in an event of default under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt. In addition, an event of default under the Credit Agreement would permit the lenders to terminate all commitments to further extend credit under that agreement. Furthermore, if we were unable to repay the amounts due and payable under the Credit Agreement, those lenders could proceed against the collateral granted to them to secure such indebtedness. A significant portion of our indebtedness could become immediately due and payable. We cannot be certain whether we would have, or would be able to obtain, sufficient funds to make these accelerated payments. If any such indebtedness is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Recent changes in market interest rates, including the recent significant increases in market interest rates experienced in fiscal 2023 and 2024, may continue to increase, causing additional cash requirements to meet increasing interest payments, Between February 2022 and February 2024, the 2021 Term Loan saw its variable interest rate rise from 4.00% to 8.95%. The rising interest expenses may further hinder our ability to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make interest and principal payments on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our credit facilities restrict E2open Holdings' and our restricted subsidiaries' ability to dispose of assets and use the proceeds from the disposition. We may not be able to complete those dispositions or obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

1817

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our performance under assorted financial metrics and other measures of financial strength, our business and financial risk, our industry or other factors determined by such rating agency, so warrant. There can be no assurances that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics and factors caused by our operating results or by actions that we take, that reduce our profitability, or that require us to incur additional indebtedness for items such as substantial acquisitions, significant increases in costs and capital spending in security and IT systems, significant costs related to settlements of litigation or regulatory requirements or by returning excess cash to shareholders through dividends. Consequently, real or anticipated changes in our credit rating will generally affect the market value of our indebtedness. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of our indebtedness. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing and may reduce our profitability.

Risks Related to our Business Model and the Markets in Which We Compete

Our business depends on clients renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.

Approximately 8085% of our revenue is recurring and consists of subscriptions revenue. Our subscription products generally have recurring annual subscription periods. While many of our subscriptions provide for automatic renewal, our clients may opt-out of automatic renewals and clients have no obligation to renew a subscription after the expiration of the term. Our clients may or may not renew their subscriptions as a result of a number of factors, including their satisfaction or dissatisfaction with our products and services, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of economic conditions or reductions in our clients' spending levels or ability to pay for our offerings and services. In addition, our clients may renew for fewer subscriptions, renew for shorter contract lengths if they were previously on multi-year contracts or switch to lower cost offerings of our products and services. If our clients do not renew their subscription arrangements, maintenance or other services agreements or if they renew them on less favorable terms, our revenue may decline. A substantial portion of our quarterly subscription revenue is attributable to agreements entered into during previous quarters. As a result, if there is a decline in renewed subscription agreements in any one quarter, only a small portion of the decline will be reflected in our revenue recognized in that quarter and the rest will be reflected in our revenue recognized in the following four quarters or more.

Some of our clients have significant bargaining power when negotiating new licenses or subscriptions or renewals of existing agreements; they have the ability to buy similar products from other vendors or develop systems internally. These clients have and may continue to seek advantageous pricing and other commercial and performance terms that may require us to develop additional features in the products we sell to them or add complexity to our client agreements. Currently, as clients become larger, our pricing model recognizes various factors such as the number of products purchased and the penetration of those products within a client's operations. As such, when a client buys more products, their average cost per product can decline even though the total revenue from them increases. To date, we have generally seen sales to clients increase in proportion to or in excess of any reductions in the cost per product. However, there can be no guarantee that these results will continue in the future. If we are unable to negotiate renewals with our largest clients on favorable terms, our results of operations could be harmed.

Given many of our key clients are large enterprise clients, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.

Many of our clients are large enterprise clients, which means longer sales cycles relative to non-enterprise clients, greater competition, more complex client due diligence, less favorable contractual terms and less predictability in completing some of our sales. Consequently, a target client's decision to use our services may be an enterprise-wide decision and, if so, these types of sales require us to provide greater levels of education regarding the use and benefits of our products and services as well as education regarding privacy and data protection laws and regulations to prospective clients. In addition, larger enterprise clients may demand more configuration, integration services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual clients, driving up costs and time required to complete sales, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.

1918

If we are unable to sell products to new clients or to sell additional products or upgrades to our existing clients, it will adversely affect our revenue growth and operating results.

To increase our revenue, we must add new clients ~~(whether through sales~~ or ~~acquisitions) or~~ sell additional products or upgrades to existing clients. Even if we capture a significant volume of leads from our digital marketing activities, we must be able to convert those leads into sales of our products to new or existing clients in order to achieve revenue growth.

We primarily rely on our direct sales force to sell our products to new and existing clients and convert qualified leads into sales. Accordingly, our ability to achieve significant growth in revenue in the future will depend on our ability to recruit, train and retain a sufficient number of sales personnel, and on the productivity of those personnel. ~~Our~~We ~~recent and planned personnel additions~~ may ~~not become as productive as we would like or in a timely manner, and we may~~ be unable to hire or retain a sufficient number of qualified individuals in the future in the markets where we do or plan to do business. The market for sales personnel in the software space is highly competitive and it is increasingly difficult to compete and retain top talent. If we are unable to sell products to new clients and additional products or upgrades to our existing clients through our direct sales force, we may be unable to grow our revenue and our operating results could be adversely affected.

Our ability to grow our business is dependent in part on the strategic relationships we develop and maintain with third parties.

We believe that our ability to increase our sales depends in part on maintaining and strengthening relationships with parties such as channel partners, OEM partners, integration partners and other strategic technology companies. Once a relationship is established, we likely will dedicate significant time and resources to it in an effort to advance our business interests, and there is no assurance that any strategic relationship will achieve our business purposes or that the resources we use to develop the relationship will be cost-effective. Parties with whom we establish strategic relationships also work with companies that compete with us. We have limited, if any, control as to whether these parties devote adequate resources to our strategic relationships. Further, companies with whom we maintain strategic relationships may de-emphasize their dealings with us or become competitors in the future. We also have limited, if any, control as to other business activities of these parties and we could experience reputational harm because of our association with such parties if they fail to execute on business initiatives, are accused of breaking the law or suffer reputational harm for other reasons. All of these factors could materially and adversely impact our business and results of operations.

Our ability to develop our brand is ~~critical~~important for our continued success.

We have been successful to date despite not having strong brand name recognition with those for whom we compete for business. Our ability to develop our brand is ~~critical~~important in expanding our base of clients, partners and employees. Our brand will depend largely on our ability to remain a technology leader and continue to provide high-quality innovative products, services and features. If we fail to develop our brand, or if our investments in digital advertising, events and other branding programming are unsuccessful, our business, operating results and financial condition may be materially and adversely affected.

Delays in implementing our products could adversely impact our business, results of operations, cash flows and financial condition.

Due to the size and complexity of most of our software implementations, our implementation cycle can be lengthy and may result in delays. Our products may require modification or customization and must integrate with our ~~customers~~clients' existing systems. This can be time-consuming and expensive for ~~customers~~clients and can result in implementation and deployment delays of our products. Additional delays could result if we fail to attract, train and retain services personnel. These delays and resulting ~~customer~~client dissatisfaction could limit our future sales opportunities, harm our reputation and adversely impact results of operations, cash flows and financial condition.

We generally recognize revenue from clients ratably over the terms of their subscription and support agreements, which typically have a term of one to five years. Our enterprise client contracts have an average term of approximately three years. As a result, most of the revenue we report in each quarter is the result of subscription and support agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. However, any such decline will negatively impact our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our services and potential changes in our attrition rate, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new clients must be recognized over the applicable subscription and support term.

We have experienced rapid growth in historic periods that may not be indicative of our future growth.

We have experienced organic and acquisition-driven growth in historic periods, and revenue growth in future periods may not be consistent with our history. We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

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attract new clients;

•

renew and grow current client subscriptions;

•

introduce and grow adoption of our products and services in new markets;

•

adequately expand our sales force and otherwise scale our operations as a business;

•

develop or expand relationships with existing channel or OEM partners or to attract new channel or OEM partners;

•

expand the features and capabilities of our platform, including through the creation and use of additional integrations;

•

maintain the security and reliability of our platform;

•

price and package our products and services effectively;

•

successfully compete against established companies and new market entrants; and

•

increase awareness of our brand on a global basis.

We may not be able to successfully implement our strategic initiatives in accordance with our expectations or in the timeframe we desire, which may result in an adverse impact on our business and financial results. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations and financial condition will be harmed, and we may not be able to achieve or maintain profitability.

If we fail to maintain adequate operational and financial resources, we may be unable to execute our business plan or maintain high levels of service and client satisfaction.

We have experienced, ~~and expect to continue to experience,~~ rapid growth, which has placed, and will continue to place, significant demands on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures. As we continue to grow, we face challenges of integrating, developing, training and motivating a rapidly growing employee base in our various offices around the world and navigating a complex multi-national regulatory landscape. If we fail to manage our anticipated growth and change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract clients.

To manage growth in our operations and personnel, we need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures. We will require significant expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, client experience, research and development, sales and marketing, administrative, financial and other resources.

We anticipate that significant additional investments will be required to scale our operations and increase productivity, address the needs of our clients, further develop and enhance our products and services and scale with our overall growth. We will need to identify and invest in new technologies and systems to ensure the future scalability and success of the business. If additional investments are required due to significant growth, this will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and to do so on a timely basis. Successful module development and marketing depends on numerous factors, including anticipating client requirements, changes in technology requirements, our ability to differentiate our solutions from those of our competitors and market acceptance of our solutions. Enterprises are requiring their software application vendors to provide ever increasing levels of functionality and broader offerings. Moreover, our industry is characterized by rapid evolution and shifts in technology and client needs. We may not be able to develop and market new or enhanced modules in a timely or cost-effective manner, or at all. Our solutions also may not achieve market acceptance or correctly anticipate technological changes or the changing needs of our clients or potential clients.

In addition, even if we correctly anticipate changes in technology or demand, it might be difficult for us to transition existing clients to new versions of our solutions. Such transitions or upgrades may require considerable professional services effort and expense, and clients may choose to discontinue using our solutions rather than proceed with a lengthy and expensive upgrade. If clients fail to accept new versions of our solution, if our newest solutions contain errors or if we expend too many resources supporting multiple versions of our solutions, we may suffer a material adverse effect on our business, financial position, results of operations and cash flows.

The market for cloud-based SCM solutions is still evolving. If this market develops more slowly than we expect, our revenue may fail to grow or decline, and we may incur additional operating losses.

We derive, and expect to continue to derive, substantially all of our revenue from providing a cloud-based SCM platform, solutions and related services. The market for cloud-based SCM solutions is still evolving and it is uncertain whether this platform and solutions will sustain high levels of demand and market acceptance. Our success will depend on the willingness of companies to accept our cloud-based SCM platform and solutions as an alternative to manual processes, traditional enterprise resource planning software and internally-developed SCM solutions. Some clients may be reluctant or unwilling to use our cloud-based SCM platform or solutions for a number of reasons, including data privacy concerns, data and network security concerns and existing investments in SCM technology.

Traditional approaches to SCM have required, among other things, purchasing hardware and licensing software. Because these traditional approaches often require significant initial investments to purchase the necessary technology and establish systems that comply with clients' unique requirements, companies may be unwilling to abandon their current solutions for our cloud-based SCM platform and solutions. Other factors that may limit market acceptance of our platform and solutions include:

•

our ability to maintain high levels of client satisfaction;

•

our ability to maintain continuity of service for all users of our solutions;

•

the price, performance and availability of competing solutions; and

•

our ability to address companies' confidentiality concerns about information stored outside of their premises.

If companies do not perceive the benefits of our cloud-based SCM platform or solutions or if companies are unwilling to accept our platform and solutions as an alternative to traditional approaches, the market for our platform and solutions might not continue to develop or might develop more slowly than we expect, either of which could significantly adversely affect our revenues and growth prospects.

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

~~Threats~~As toa ~~network~~provider ~~and~~of ~~data~~cloud-based ~~security~~software ~~are~~services, ~~constantly~~we ~~evolving~~store, process and ~~becoming~~transmit ~~more~~large ~~diverse~~amounts ~~and~~of ~~sophisticated~~confidential information, largely proprietary business data of our clients. Our ~~products~~systems, networks and services may be vulnerable to security incidents such as cyberattacks, ~~servers~~ransomware, ~~and~~phishing, ~~computer~~social ~~systems~~engineering, ~~and~~malware ~~those~~infections, insider threats, denial-of-service ~~third~~attacks ~~parties~~and ~~that~~other wedisruptions. ~~rely~~A onsuccessful security breach could result in ~~our~~the ~~operations~~loss ~~could~~of beproprietary ~~vulnerable~~information, totheft ~~cybersecurity~~of ~~risks~~client and employee data, operational disruption, loss of revenue, regulatory investigations or legal liability. AsMoreover, ~~such~~public perception of the effectiveness of our security measures, weor ~~are~~the ~~subject~~discovery toof ~~risks~~a ~~inherent~~breach—regardless toof ~~companies~~materiality—could ~~that~~damage ~~process~~our ~~client~~brand, ~~data~~reduce demand for ~~client~~our ~~mission~~services ~~critical~~and ~~systems~~negatively ~~like~~affect ~~SCM~~our ~~solutions~~ability to retain clients.

As we continue to grow and as threat actors become more sophisticated, we have observed increased threat activity to our products and systems. We are the 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 have visibility into all unauthorized incursions, however, and our systems could experience incursions of which we are not aware. When we become aware of unauthorized access to our systems, we take steps intended to identify and remediate the source and impact of the incursions. Despite our efforts to keep our systems secure and remedy identified vulnerabilities, future attacks could be successful and result in contractual liability to clients or loss of client trust and business.

We may experience 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 our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware and phishing campaigns. We have been the target of successful phishing attempts in the past resulting in immaterial monetary losses due to voluntary write-offs. Although we believe that these attempts were detected and neutralized without any compromise to our client data and prior to any significant impact to our business, we have implemented additional measures to prevent such attacks in the future. We will likely be subject to similar attacks in the future and continue to train our employees and provide communications to our clients to mitigate these activities and related losses. 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.

While we continually take 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. We are also subject to our clients testing the security of our systems and the manner in which we protect their data, which further heightens our need to stay vigilant and up to date with the latest protections and cybersecurity practices. Achieving this objective requires continued effort and vigilance, including sustained investment of money and management resources in order to support the ongoing development and maintenance of systems that meet these standards.

At present, we believe the 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.

Our products must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. We believe a significant component of our value proposition to clients is the ability to optimize and configure our products to integrate with our systems and those of third parties. If we are not able to integrate our products in a meaningful and efficient manner, demand for our products could decrease and our business and results of operations would be harmed.

In addition, we have a large number of solutions, and maintaining and integrating them effectively requires extensive resources. Our continuing efforts to make our products more interoperative may not be successful. Failure of our products to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products, resulting in client dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-effective manner, our products may become less marketable, less competitive or obsolete, and our business and results of operations may be harmed.

Integration of AI into our software solutions presents a number of risks that could materially affect our financial condition and operations.

Our business is focused on integrating AI into our software solutions to enhance functionality, optimize user experience and provide innovative features. However, the integration of AI presents a number of risks that could materially affect our financial condition and operations.

Reliance on Third-Party AI Technologies: A significant portion of our AI capabilities relies on third-party providers for cloud computing services, machine learning frameworks and pre-built AI models. If any of these third-party vendors experience technological failures, service outages or disruptions in their offerings, our ability to provide AI-powered features could be significantly impaired, which may harm our reputation and client retention.

Data Privacy and Security Risks: AI systems require access to large datasets to train and improve algorithms, which may include confidential client data. The collection, processing and storage of such data expose us to privacy and security risks. If our AI systems are compromised, or if we fail to comply with evolving data protection laws (such as Europe's General Data Protection Regulation (GDPR)), we could face regulatory penalties, reputational damage and litigation, which could harm our business.

Regulatory and Compliance Risks: AI technology is subject to increasing scrutiny from governments and regulators worldwide. In particular, there is a lack of clear regulatory frameworks surrounding the development and deployment of AI technologies. New laws or regulations could impose restrictions on the use of AI in our products, require significant changes to our existing AI systems or subject us to additional compliance costs. Any failure to comply with such regulations could result in fines, penalties and reputational harm.

Client Adoption and Market Acceptance: While AI integration offers potential competitive advantages, some of our clients may be reluctant to adopt AI-powered solutions due to concerns over transparency or control. If we fail to demonstrate the value of our AI technologies or if our clients reject AI features, we could experience slower adoption rates and reduced revenue growth.

We have goodwill of $1,~~843~~213.58 million and $21,~~927~~843.85 million and net intangible assets of $~~841~~673.0 million and $~~1,051~~841.10 million as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. In accordance with U.S. GAAP, goodwill and intangible assets with an indefinite life are not amortized but are subject to a periodic impairment evaluation. Goodwill and acquired intangible assets with an indefinite life are tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below their carrying value. Some factors that could lead to a goodwill impairment assessment would be:

•

a material decline in the price of the Class A Common Stock;

•

macroeconomic factors;

•

our overall financial performance;

•

company specific events such as a change in strategy or exiting a portion of the business;

•

significant adverse changes in clients demand or business climate; and

•

related competitive considerations.

Acquired intangible assets with definite lives are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. In addition, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable. If indicators of impairment are present, we evaluate the carrying value in relation to estimates of future undiscounted cash flows. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn ~~depend~~depends in part on how well we have integrated these businesses into our own business. Judgments made by management relate to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows of the carrying amounts of such assets. The accuracy of these judgments may be adversely affected by several factors, including significant:

•

underperformance relative to historical or projected future operating results;

•

changes in the manner of our use of acquired assets or the strategy for our overall business;

•

negative industry or economic trends; or

•

decline in our market capitalization relative to net book value for a sustained period.

These types of events or indicators and the resulting impairment analysis could result in impairment charges in the future. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets. We perform our annual goodwill impairment test during the fourth quarter of each year.

During the third and fourth quarters of fiscal 2025, first and third quarters of fiscal 2024 and second and fourth quarters of fiscal 2023, we experienced a significant decline in the market price of our Class A Common Stock and market capitalization. ~~declined~~In ~~significantly.~~addition, Wein ~~also~~certain of these quarters, we experienced slowing growth and lowered projections ~~for net sales and net operating margins~~ due to lower than anticipated new bookings, lower revenue ~~from tiered contracts~~, higher than expected churn and macroeconomic impacts ~~primarily in the technology, freight and transportation sectors~~. These factors resulted in us determining that triggering events occurred, and goodwill impairment assessments were performed for the respective quarters. The assessments indicated that the fair value of our equity and goodwill was less than its carrying amount and resulted in a goodwill impairment charge totaling $614.1 million, $1,097.7 million ~~in fiscal 2024~~ and $901.6 million in fiscal 2025, 2024 and 2023, respectively.

Such impairment charges, like the charges that we incurred in fiscal 2025, 2024 and 2023, could materially and adversely affect our business, results of operations and financial condition. In accordance with U.S. GAAP, we will continue to test goodwill for impairment at least annually or when events and circumstances trigger the requirement for an interim evaluation.

Inability to attract, integrate and retain management and other personnel could adversely impact our business, results of operations, cash flows and financial condition.

Our success greatly depends on the continued service of our executives, as well as our other key senior management, technical personnel and sales personnel. Our future success will depend in large part upon our ability to attract, retain and motivate highly skilled executives and employees. We face significant competition for individuals with the skills required to perform the services we offer, and thus we may encounter increased compensation costs that are not offset by increased revenue. In the broader technology industry in which we compete for talented hires, there is substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software, as well as competition for sales executives and operations personnel. We cannot guarantee that we will be able to attract and retain sufficient numbers of these highly skilled employees or motivate them. Because of the complexity of the supply chain market, we may experience a significant time lag between the date on which technical and sales personnel are hired and the time at which these persons become fully productive.

24Volatility in, or lack of performance of, our stock price may also affect our ability to attract and retain key employees. Many of our key employees have been granted and may be granted a substantial number of shares of common stock and/or stock options. Employees may be more likely to terminate their employment with us if the value of these awards significantly declines based on our stock price relative to the fair value grant price.

Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

We have employees in ~~more than~~ 20 countries, and these global operations could be disrupted at any time by natural or other disasters, telecommunications failures, acts of terrorism or war, power or water shortages, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics or pandemics (such as the COVID-19 pandemic) and other natural or manmade disasters or catastrophic events. The occurrence of any of these business disruptions could result in significant losses, serious harm to our revenue, profitability and financial condition, adversely affect our competitive position, increase our costs and expenses, and require substantial expenditures and recovery time in order to fully resume operations. We have a significant concentration of employees in India and Malaysia on whom we rely. Any disaster or series of disasters in these countries where we have a concentration of employees could significantly disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.

Risks Related to International Operations

We have significant international operations inaround ~~more~~the ~~than 20 countries~~world, including India, Malaysia, the United Kingdom, the Netherlands, Belgium, Germany, Poland, China and Hong Kong. We market and sell our products worldwide. We expect to continue to expand our international operations for the foreseeable future. ~~Both of our recent acquisitions included significant international operations, further increasing our international footprint and operations.~~ The continued international expansion of our operations requires significant management attention and financial resources and results in increased administrative and compliance costs. Our limited experience in operating our business in certain regions outside the United States increases the risk that our expansion efforts into those regions may not be successful. In particular, our business model may not be successful in particular countries or regions outside the United States for reasons that we currently are unable to anticipate. We are subject to risks associated with international sales and operations including, but not limited to:

•

the complexity of, or changes in, foreign regulatory requirements and the burdens of complying with a wide variety of foreign laws and different legal standards;

•

difficulties in managing the staffing of international operations, including compliance with workers' councils and local labor and employment laws and regulations;

•

potentially adverse tax consequences, including the complexities of foreign value added tax systems, overlapping tax regimes, restrictions on the repatriation of earnings and changes in tax rates;

•

increased financial accounting and reporting burdens and complexities, including treatment of revenue from international sources;

•

longer sales and payment cycles and difficulties in collecting accounts receivable;

•

political, social and economic instability, including war, terrorist attacks, civil unrest and security concerns in general;

•

reduced or varied protection for intellectual property rights in some countries and the risk of potential theft or compromise of our technology, data or intellectual property in connection with our international operations, whether by state-sponsored malfeasance or other foreign entities or individuals;

•

laws and policies of the U.S. and other jurisdictions affecting international trade (including import and export control laws, tariffs and trade barriers);

•

the risk of U.S. regulation of foreign operations; and

•

other factors beyond our control such as natural disasters and public health crises, including pandemics.

The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. If we are unable to effectively manage our expansion into additional geographic markets, our financial condition and results of operations could be harmed.

25The current geopolitical conflicts have caused and may continue to lead to disruptions, instability and volatility in local, regional, national and global markets and economies. Countries worldwide have imposed targeted sanctions and export control measures and have threatened additional sanctions and export control measures, which have resulted in severe or complete restriction on exports to and other commerce and business dealings. We have been working closely with outside advisors to ensure our products comply with all sanctions and global regulatory requirements. To date, the conflicts have not materially affected our business. However, we continue to monitor the situation.

The recent conflict between Russia and Ukraine has caused and may continue to lead to disruptions, instability and volatility in local, regional, national and global markets and economies. Countries worldwide have imposed targeted sanctions and export control measures and have threatened additional sanctions and export control measures, which have resulted in severe or complete restriction on exports to and other commerce and business dealings involving Russia and portions of Ukraine. We do not have offices or employees in Russia or Ukraine and have been working closely with outside advisors to ensure our products comply with all sanctions and global regulatory requirements. To date, the invasion has not materially affected our business. However, we continue to monitor the situation.

In addition, recently there has been increasing geopolitical tension between China and Taiwan that may affect future shipments from Taiwan based electronics suppliers, many of which are our customers. Any such volatility or disruptions may have adverse consequences on us or the third parties on whom we rely. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy, capital markets or commodity and raw material prices resulting from the recent geopolitical tensions between China and Taiwan or any other geopolitical tensions.

Our operating results include foreign currency gains and losses.

We conduct a portion of our business in currencies other than the United States dollar. Our revenues, expenses, operating profit and net income are affected when the dollar weakens or strengthens in relation to other currencies. In addition, we have significant operations in India and Malaysia that do not have a natural in-market revenue hedge to mitigate currency risk to our operating expense. Volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies may in the future have a significant impact on our reported operating results and financial condition.

Risks Related to Key Third-Party Relationships

Interruptions or performance problems associated with our products, including disruptions at any third-party data center upon which we rely, may impair our ability to support our clients.

Our continued growth depends in part on the ability of our existing and potential clients to access our websites, software or cloud-based products within an acceptable amount of time. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously, denial of service, fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our user traffic increases. If our websites are unavailable or if our clients are unable to access our software or cloud-based products within a reasonable amount of time, or at all, our business would be negatively affected. Additionally, our data centers and networks, and third-party data centers and networks may experience technical failures and downtime, may fail to distribute appropriate updates or may fail to meet the increased requirements of a growing client base.

We provide certain of our solutions through third-party data center hosting facilities located in the United States and other countries. While we control and have access to our servers and all of the components of our network that are located in such third-party data centers, we do not control the operation of these facilities. Our operations depend on the protection of the equipment and information we store in these third-party centers, or utilize from third-party providers, against damage or service interruptions that may be caused by fire, flood, severe storm, power loss, telecommunications failures, natural disasters, war, criminal act, military action, terrorist attack, financial failure of the service provider and other events beyond our control. In addition, third-party malfeasance, such as intentional misconduct by computer hackers, unauthorized intrusions, computer viruses, ransomware or denial of service attacks, may also cause substantial service disruptions. A prolonged service disruption affecting our products could damage our reputation with potential clients, cause us to lose existing clients, expose us to liability or otherwise adversely affect our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data centers or infrastructure we use or rely on, including the additional expense of transitioning to substitute facilities or service providers. Following expiration of the current agreement terms, the owners of the data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruptions in connection with doing so.

2625

Our clients often use our solutions as a system of record and many of our clients are subject to regulation of their products, services and activities. Our knowledge library includes trade content sourced from government agencies and transportation carriers in numerous countries. It is often sourced from text documents and includes import and export regulations, shipping documents, preferential duties and taxes, specifications for free trade agreements, transportation rates, sailing schedules, embargoed country and restricted party lists and harmonized tariff codes. The information in these text documents may not be timely, accurate or complete. Our team of trade experts transforms these documents into a normalized and propriety knowledge base which is interpretable by software. Our trade experts have to interpret the legal and other requirements contained in the source documents, and we can provide no assurances that our trade experts do not make errors in the interpretation of these requirements. Furthermore, rules and regulations and other trade content used in our solutions change constantly, and we must continuously update our knowledge library. Maintaining a complete and accurate knowledge library is time-consuming and costly, and we can provide no assurances that our specialists will always make appropriate updates to the library on a timely basis. Errors or defects in updating the trade content we provide to our clients and any defects or errors in, or failure of, our software, hardware or systems, can result in an inability to process transactions in a timely manner or lead to violations that could expose our clients to fines and other substantial claims and penalties and involve criminal liability. In addition, these errors and delays could damage our reputation with both existing and new clients and result in lost clients and decreased revenue, which could materially and adversely affect our business, revenue and results of operations.

Any of these problems may enable our clients to terminate our agreements, require us to issue credits or refunds and subject us to product liability, breach of warranty or other contractual claims. We also may be required to indemnify our clients or third parties as a result of any of these problems. Any provisions in our client agreements intended to limit liability may not be sufficient to protect us against any such claims. Insurance may not be available on acceptable terms, or at all. In addition, any insurance we do have may not cover claims related to specific defects, errors, failures or delays; may not cover indirect or consequential damages; and may be inadequate. Defending a suit, regardless of its merit, could be costly and divert management's attention. In general, losses from clients terminating their agreements with us and our cost of defending claims resulting from defects, errors, failures or delays might be substantial and could have a material adverse effect on our business, financial position, results of operations and cash flows.

We use NetSuite to manage our financial processes and other third-party vendors to manage sales, professional services, online marketing and web services. We believe the availability of these services is essential to the management of our high-volume, transaction-oriented business model. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time-consuming and costly to qualify and implement these relationships. Therefore, if one or more of our providers suffer an interruption in their business; experience delays, disruptions or quality-control problems in their operations; or we have to change or add additional systems and services, our ability to manage our business and produce timely and accurate financial statements would suffer.

We use software licensed from a variety of third parties in connection with the operation of our products. Any performance issues, errors, bugs or defects in third-party software could result in errors or a failure of our products, which could adversely affect our business and results of operations. In the future, we might need to license other software to enhance our solution and meet evolving client demands and requirements. Any limitations in our ability to use third-party software could significantly increase our expenses and otherwise result in delays, a reduction in functionality or errors or failures of our solution until equivalent technology or content is either developed by us or, if available, identified, obtained through purchase or license and integrated into our solution. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology and our inability to generate revenues from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and materially and adversely affect our business and results of operations.

2726

Risks Related to Being a Public Company and Ownership of Our Securities

AsCC aCapital, ~~public~~Insight ~~company~~Partners, weFrancisco Partners and Temasek and their respective affiliates (collectively, the "Controlling Entities") collectively control approximately 37% of our total voting equity as of February 28, 2025. The Controlling Entities are ~~required~~entitled to ~~comply~~at ~~with~~least ~~corporate~~one ~~governance~~board ~~and~~representation ~~financial~~pursuant ~~reporting~~to ~~practices~~the Amended and ~~policies.~~Restated AsInvestor aRights ~~publicly~~Agreement; ~~traded~~at ~~company~~this time, weall ~~incur~~Controlling ~~significant~~Entities ~~legal~~have exercised their right to board representation, ~~accounting~~except ~~and~~for ~~other~~Francisco ~~expenses~~Partners. ~~that~~As wea ~~were~~result, ~~not~~they ~~required~~have significant influence over our decisions to ~~incur~~enter ininto ~~the~~any ~~past~~corporate transaction. In addition, ~~new~~the ~~and~~Controlling ~~changing~~Entities ~~laws,~~are ~~regulations~~each ~~and~~in ~~standards~~the ~~relating~~business toof ~~corporate~~making ~~governance~~investments in companies and ~~public~~may ~~disclosure,~~acquire ~~including~~and ~~the~~hold ~~Dodd~~interests ~~Frank~~in ~~Wall~~businesses ~~Street~~that ~~Reform~~compete ~~and~~directly ~~Consumer~~or ~~Protection~~indirectly ~~Act~~with ~~and~~us. ~~the~~The ~~rules~~Controlling ~~and~~Entities ~~regulations~~may ~~promulgated~~also ~~and~~pursue toacquisition opportunities that may be ~~promulgated~~complementary ~~thereunder,~~to asour ~~well~~business and, as ~~under~~a ~~the~~result, ~~Sarbanes-Oxley~~those ~~Act,~~acquisition ~~the~~opportunities ~~Jobs~~may ~~Act~~not ~~and~~be ~~the~~available ~~rules~~to ~~and~~us. ~~regulations~~Our certificate of ~~the~~incorporation ~~SEC~~provides ~~and~~that ~~national~~certain ~~securities~~parties ~~exchanges~~may ~~have~~engage ~~increased~~in ~~the~~competitive ~~costs~~businesses and ~~the~~renounces ~~time~~any ~~that~~entitlement to certain corporate opportunities offered to the ~~board~~private placement investors or any of their managers, officers, directors, ~~and~~equity ~~management~~holders, ~~must~~members, ~~devote~~principals, toaffiliates ~~complying~~and ~~with~~subsidiaries ~~these~~(other ~~rules~~than us and ~~regulations.~~our Wesubsidiaries) ~~expect~~that ~~these~~are ~~rules~~not ~~and~~expressly ~~regulations~~offered to ~~increase~~them in their capacities as our ~~legal~~directors ~~and~~or ~~financial~~officers. ~~compliance~~The ~~costs~~certificate ~~and~~of ~~lead~~incorporation toalso aprovides ~~diversion~~that certain parties or any of ~~management's~~their ~~time~~managers, officers, directors, equity holders, members, principals, affiliates and ~~attention~~subsidiaries (other than us and our subsidiaries) do not have any fiduciary duty to refrain from ~~revenue~~engaging ~~generating~~directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

We may not be successful in continuing to meet the internal control requirements of the Sarbanes-Oxley Act of 2002.

The Sarbanes-Oxley Act of 2002 has many requirements applicable to us regarding corporate governance and financial reporting, including the requirements for management to report on internal controls over financial reporting and for our independent registered public accounting firm to express an opinion over the operating effectiveness of our internal control over financial reporting. As of February 29, 2024, our internal control over financial reporting was effective using the internal control framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission: Internal control—Integrated Framework (2013).

There can be no assurance that our internal control over financial reporting will be effective in future years. Failure to maintain effective internal controls, or the identification of material internal control deficiencies in acquisitions already made or made in the future could result in a decrease in the market value of our common stock, the reduced ability to obtain financing, the loss of clients, penalties and additional expenditures to meet the requirements in the future.

CC Capital, Insight Partners and Temasek and their respective affiliates (collectively, the "Controlling Entities") collectively control approximately 26% of our total voting equity as of February 29, 2024. As a result of their representation on our board of directors and ownership, they have significant influence over our decisions to enter into any corporate transaction. In addition, the Controlling Entities are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. The Controlling Entities may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Our certificate of incorporation provides that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the private placement investors or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) that are not expressly offered to them in their capacities as our directors or officers. The certificate of incorporation also provides that certain parties or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

We may issue additional shares of our Class A Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our 2021 Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of our Class A Common Stock or other equity securities of equal or senior rank could have the following effects:

•

your proportionate ownership interest in us will decrease;

•

the relative voting strength of each previously outstanding share of common stock may be diminished; or

•

the market price of your shares of Class A Common Stock may decline.

The trading market for our Class A Common Stock and public warrants will be influenced by the research and reports that industry or securities analysts may publish about us, our business and operations, our market or our competitors. Our current securities and industry analysts may elect to drop their coverage of us, and others, may never publish research on us. If no securities or industry analysts publish coverage of us, the trading price and trading volume of our securities will likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our securities will likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our trading price or trading volume of our securities to decline.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. An amendment requires the approval of at least 50% of the holders of the outstanding public warrants to make any change that adversely affects the interests of the registered holders of the public warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a warrant.

Our warrants may have an adverse effect on the market price of our Class A Common Stock.

As of February 2928, ~~2024~~2025, we have 29,079,872 warrants outstanding that are exercisable to purchase one Class A Common Stock at $11.50 per share. The outstanding warrants consist of 13,799,872 warrants offered in the IPO, 10,280,000 private placement warrants issued in conjunction with the closing of the IPO and 5,000,000 Forward Purchase Warrants issued pursuant to the Forward Purchase Agreement. When the warrants are exercised, they will increase the number of issued and outstanding shares of Class A Common Stock and reduce the value of the Class A Common Stock. ~~The~~These warrants expire five years after the Closing Date in February 2026, or earlier upon redemption or liquidation.

Risks Related to the Holding Company Structure and Tax Receivable Agreement

We are a holding company with no material assets other than our ownership of the Common Units and RCUs and our managing member interest in E2open Holdings. As a result, we have no independent means of generating revenue or cash flow. Our ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends will depend on the financial results and cash flows of E2open Holdings ~~and the distributions we receive~~. Deterioration in the financial condition, earnings or cash flow of E2open Holdings for any reason could limit or impair E2open Holdings' ability to pay such distributions. Additionally, to the extent that we need funds and E2open Holdings is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or E2open Holdings is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

E2open Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Common Units. Accordingly, we are required to pay income taxes on our allocable share of any net taxable income of E2open Holdings. Under the terms of the Third Amended and Restated Limited Liability Company Agreement (Third Company Agreement), E2open Holdings is obligated to make tax distributions to holders of Common Units (including us) calculated at certain assumed tax rates. In addition to income taxes, we incur expenses related to our operations, including payment obligations under the Tax Receivable Agreement, which could be significant, of which some will be reimbursed by E2open Holdings (excluding payment obligations under the Tax Receivable Agreement). We intend to cause E2open Holdings to make ordinary distributions on a pro rata basis and tax distributions (which, in certain circumstances, may be made on a non-pro rata basis to holders of Common Units in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by us. However, as discussed below, E2open Holdings' ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy E2open's obligations and restrictions on distributions that would violate any applicable restrictions contained in E2open Holdings' debt agreements, or any applicable law, or that would have the effect of rendering E2open Holdings insolvent. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement, and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

We anticipate that the distributions received from E2open Holdings may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. Our board of directors, in its sole discretion, may make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, paying dividends on our Class A Common Stock. We have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. See Dividends in Part II, Item 5., Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Dividends on our common stock, if any, will be paid at the discretion of our board of directors, which will consider, among other things, our available cash, available borrowings and other funds legally available therefor, considering the retention of any amounts necessary to satisfy our obligations that will not be reimbursed by E2open Holdings, including taxes and amounts payable under the Tax Receivable Agreement and any restrictions in the applicable bank financing agreements. Financing arrangements may include restrictive covenants that restrict our ability to pay dividends or make other distributions to our stockholders. In addition, E2open Holdings is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of E2open Holdings (with certain exceptions) exceed the fair value of its assets. E2open Holdings' subsidiaries are generally subject to similar legal limitations on their ability to make distributions to E2open Holdings. If E2open does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired.

The sellers sold E2open Holdings units for the consideration paid pursuant to the Business Combination Agreement and certain sellers may, in the future, exchange their Common Units for shares of our Class A Common Stock (or cash) pursuant to the Third Company Agreement. These sales, purchases, redemptions and exchanges are expected to result in increases in our allocable share of the tax basis of the tangible and intangible assets of E2open Holdings, which may increase (for income tax purposes) depreciation and amortization deductions to which we are entitled. In addition, as a result of certain mergers within the transaction, we may inherit certain pre-existing tax attributes.

The Tax Receivable Agreement provides for the payment by us of 85% of certain tax benefits that we realize or are deemed realized as a result of the increases in tax basis described above, utilization of pre-existing tax attributes of certain sellers and realization of additional tax benefits attributable to payments under the Tax Receivable Agreement. These payments are our obligations and not E2open Holdings. The actual increase in our allocable share of E2open Holdings' tax basis in their assets, the availability of pre-existing tax attributes of certain sellers, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of our income. While many of the factors that will determine the amount of payments that we will make under the Tax Receivable Agreement are outside of our control, we expect that the payments we will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on our financial condition. Any payments we make under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach under the Tax Receivable Agreement, and therefore accelerate payments due under the Tax Receivable Agreement as further described below. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on our tax reporting positions, and the IRS or another taxing authority may challenge all or any part of the tax basis increases, the amount or availability of pre-existing tax attributes of certain sellers and other tax positions that we take, and a court may sustain such a challenge. In the event that any tax benefits we initially claimed are disallowed as a result of such a challenge, the Sellers and the exchanging holders will not be required to reimburse us for any excess payments that may have been previously made under the Tax Receivable Agreement. Rather, excess payments made to such holders will be netted against future cash payments we are required to make, if any, after the determination of such excess. A challenge to any tax benefits claimed by us may not arise for a number of years following the time payments begin to be made with respect to such benefits or, even if challenged soon thereafter, the excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be sufficient future cash payments to net such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.

Moreover, the Tax Receivable Agreement provides that, in the event that we exercise our early termination rights, fail to make timely payment or materially breach the Tax Receivable Agreement or if there is a change of control, our obligations under the Tax Receivable Agreement will accelerate and we will be required to make a lump-sum cash payment to the sellers and/or other applicable parties equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement. The lump-sum payment could be substantial and could exceed the actual tax benefits that we realize subsequent to such payment, which may cause a material negative effect on our liquidity.

Furthermore, our obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Risks Related to Acquisitions

Acquisitions present many risks that could have a material adverse effect on our business and results of operations.

We have made numerous acquisitions, including our most recent acquisitions of BluJay and Logistyx. Acquisitions are inherently risky, and any acquisitions we complete may not be successful.

Our past acquisitions involve numerous risks, including, but not limited to, the following:

difficulties in integrating and managing the operations, personnel, systems, technologies and products of the companies we acquire;

failure to achieve the projected cost savings due to difficulties integrating the acquired business;

failure to uncover liabilities or adverse operating issues, or both, through due diligence or the failure to properly estimate the extent of such liabilities prior to the acquisition;

our inability to maintain the key business relationships and reputations of the businesses we acquire;

our inability to increase revenue from an acquisition, including our failure to drive demand in our existing client base for acquired products and our failure to obtain contract renewals or upgrades and new product sales from clients of the acquired businesses;

unanticipated charges to our operating results based on the timing and size of our acquisitions and the extent of integration activities;

potential negative perceptions of our acquisitions by clients, financial markets or investors;

failure to obtain required approvals from governmental authorities under competition and antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition;

potential increases in our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

our inability to apply and maintain our internal standards, controls, procedures and policies to acquired businesses and to meet SEC reporting deadlines and requirements as it relates to acquired companies;

potential loss of key employees of the companies we acquire;

difficulties in increasing or maintaining security standards for acquired technology consistent with our other services and related costs;

challenges converting the acquired company's revenue recognition policies and forecasting the related revenues, including subscription-based revenues, as well as appropriate allocation of the client consideration to the individual deliverables; and

inadequate protection of acquired intellectual property rights.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions.

We may experience difficulties in integrating acquisitions into our business and in realizing the expected benefits of the acquisitions.

The success of our acquisitions, whether past or future, will depend in part on our ability to realize the anticipated business opportunities from combining the acquired operations with our business in an efficient 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 could adversely affect our ability to maintain relationships with clients, employees or other third parties or our ability to achieve the anticipated benefits of the acquisitions and could harm our financial performance. If we are unable to successfully or timely integrate the operations with our business, we may incur unanticipated liabilities and be unable to realize the anticipated benefits resulting from the acquisitions, and our business, results of operations and financial condition could be materially and adversely affected.

Risks Related to Legal and Regulatory

We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.

We may be unsuccessful in adequately protecting our intellectual property. No assurance can be given that confidentiality, non-disclosure or invention assignment agreements with employees, consultants or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions and proprietary information. These agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected. We may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by our clients or others. Litigation has been and may be necessary in the future to enforce our intellectual property rights.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

~~Some~~Our ofsoftware ~~our~~platform ~~products~~utilizes ~~incorporate~~software licensed by third parties under any one or more open source ~~software~~licenses, and we ~~intend~~expect to continue to ~~use~~incorporate open source software in our business in the future. ~~Some~~There ~~open source licenses are unclear and there~~ is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our solutions. Such a situation could result in infringement claims and the need to reengineer our solutions, both of which could be costly depending on the specific circumstances. In addition to license risk, use of open source software may increase security vulnerabilities or infringing or broken code if not properly supported and managed.

We may be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

As a supplier of supply chain solutions, we rely on and use software and data that we create as well as those from third-party sources. Often, our clients are processing data through our solutions that we do not review. While we generally attempt to protect against such risks with contractual obligations and indemnities, despite our efforts, we may receive claims that we have infringed a third party’s intellectual property rights or breached a contract.

As a result of claims against us regarding suspected infringement, our technologies may be subject to injunction, we may be required to pay damages or we may have to seek a license to continue certain practices (which may not be available on reasonable terms, if at all), all of which may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver our products and services and/or certain features, integrations and capabilities of our platform. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter our products or services, potentially negatively affecting our business. Further, many of our subscription agreements require us to indemnify our clients for third-party intellectual property infringement claims, so any alleged infringement by us resulting in claims against such clients would increase our liability. Additionally, our exposure to risks associated with various claims, including the use of intellectual property, may be increased as a result of acquisitions of other companies.

We are subject to requirements under the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), anti-corruption, anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010 and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies, their employees and agents from promising, authorizing, making, offering or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business, or otherwise obtaining favorable treatment. As we increase our international sales and business, our risks under these laws may increase. In addition, we may use third parties to sell access to our platform and conduct business on our behalf abroad. We can be held liable for the corrupt or other illegal activities of such future third-party intermediaries, and our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. Any violation of economic and trade sanction laws, export and import laws, the FCPA or other applicable anti-corruption laws or anti-money laundering laws could also result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges or our license issued by OFAC, severe criminal or civil sanctions, and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, results of operations and prospects.

We are subject to income taxes in the United States and various jurisdictions outside of the United States. Significant judgment is often required in the determination of our worldwide provision for income taxes. Any changes, ambiguity or uncertainty in taxing jurisdictions' administrative interpretations, decisions, policies and positions could materially impact our income tax liabilities. We may also be subject to additional tax liabilities and penalties due to changes in non-income based taxes resulting from changes in federal, state or international tax laws; changes in taxing jurisdictions' administrative interpretations, decisions, policies and positions; results of tax examinations, settlements or judicial decisions; changes in accounting principles; changes to the business operations, including acquisitions; and the evaluation of new information that results in a change to a tax position taken in a prior period. Any resulting increase in our tax obligation or cash taxes paid could adversely affect our cash flows and financial results. Additionally, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Those enactments could harm our domestic and international business operations, our business, results of operations and financial condition.

Further, tax regulations could be interpreted, changed, modified or applied adversely to us. These events could require us or our paying clients to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our paying clients to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future paying clients may elect not to purchase our products and services.

As a multinational organization, we may be subject to taxation in various jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. Countries, trading regions and local taxing jurisdictions have differing rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. We collect and remit U.S. sales and value-added tax (VAT) in several jurisdictions. However, it is possible that we could face sales tax or VAT audits and that our liability for these taxes could exceed our estimates as tax authorities could still assert that we are obligated to collect additional tax amounts from our paying clients and remit those taxes to those authorities. We could also be subject to audits in states and international jurisdictions for which we have not accrued tax liabilities. Further, one or more state or foreign authorities could seek to impose additional sales, use or other tax collection and record-keeping obligations on us or may determine that such taxes should have, but have not been, paid by us. Liability for past taxes may also include substantial interest and penalty charges. Any successful action by state, foreign or other authorities to compel us to collect and remit sales tax, use tax or other taxes, either retroactively, prospectively or both, could harm our business, results of operations and financial condition.

As our business continues to grow and if we become more profitable, we anticipate that our income tax obligations could significantly increase. If our existing tax credits and net operating loss carryforwards become fully utilized, we may be unable to offset or otherwise mitigate our tax obligations to the same extent as in prior years. This could have a material impact to our future cash flows or operating results.

Our ability to use our net operating loss carryforwards may be subject to limitation.

Under Section 382 of the Internal Revenue Code of 1986, as amended, our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Business Combination resulted in an ownership change with respect to our corporate subsidiaries, which may limit our ability to utilize pre-existing tax attributes of such corporate subsidiaries. In addition, future issuances of our common stock could cause an “ownership change.” It is possible that any such ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability.

Regulation related to the provision of services on the internet is increasing, as federal, state and foreign governments continue to adopt new laws and regulations addressing data privacy and the collection, processing, storage and use of personal information. In some cases, foreign data privacy laws and regulations, such as the European Union’s General Data Protection Regulation, also governs the processing of personal information. Further, laws are increasingly aimed at the use of personal information for marketing purposes, such as the European Union’s e-Privacy Directive, and the country-specific regulations that implement that directive. Such laws and regulations are subject to differing interpretations and are inconsistent among jurisdictions. These and other requirements could reduce demand for our products or restrict our ability to store and process data or, in some cases, impact our ability to offer our services and products in certain locations.

In addition to government activity, privacy advocacy and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on us. Our clients may expect us to meet voluntary certification or other standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our products to certain clients and could harm our business.

The costs of compliance with and other burdens imposed by laws, regulations and standards are significant and may limit the use and adoption of our services and reduce overall demand for them, or lead to material fines, penalties or liabilities for noncompliance.

Furthermore, concerns regarding data privacy may cause our clients’ clients to resist providing the data necessary to allow our clients to use our service effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales and adoption of our cloud-based products.

General Risks

Changes in existing financial accounting standards or practices may harm our results of operations.

We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and interpretations that are relevant to us. Changes in existing accounting rules or practices, new accounting pronouncements or varying interpretations of current accounting pronouncements could negatively impact our results of operations. Such changes could potentially affect our reporting of transactions completed before such changes are effective. U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and affect the reporting of transactions completed before the announcement of a change.

Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors' confidence in us.

We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses.

We are subject to numerous obligations in our contracts with organizations using our products and services, as well as vendors and other companies with which we do business. We may breach these commitments, whether through a weakness in our procedures, systems and internal controls; negligence; or through the willful act of an employee or contractor. Our insurance policies, including our errors and omissions insurance, may be inadequate to compensate us for the potentially significant losses that may result from claims arising from breaches of our contracts, as well as disruptions in our services, failures or disruptions to our infrastructure, catastrophic events and disasters, or otherwise.

In addition, our insurance may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management's attention. Further, such insurance may not be available to us in the future on economically reasonable terms, or at all.

We may be subject to litigation for any of a variety of claims, which could adversely affect our business, results of operations and financial condition.

In the ordinary course of business, we may be involved in and subject to litigation for a variety of claims or disputes and receive regulatory inquiries. These claims, lawsuits and proceedings could include labor and employment, wage and hour, commercial, data privacy, antitrust, alleged securities law violations or other investor claims and other matters. The number and significance of these potential claims and disputes may increase as our business expands. Any claim against us, regardless of its merit, could be costly, divert management's attention and operational resources and harm our reputation. As litigation is inherently unpredictable, we cannot assure you that any potential claims or disputes will not have a material adverse effect on our business, results of operations and financial condition. Any claims or litigation, even if fully indemnified or insured, could make it more difficult to compete effectively or to obtain adequate insurance in the future.

In addition, we may be required to spend significant resources to monitor and protect our contractual, property and other rights, including collection of payments and fees. Litigation has been and may be necessary in the future to enforce such rights. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of our rights. Furthermore, our efforts to enforce our rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of such rights. Our inability to protect our rights as well as any costly litigation or diversion of our management's attention and resources, could have an adverse effect on our business, results of operations and financial condition or injure our reputation.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. The adoption of any laws or regulations that could reduce the growth, popularity or use of the internet, including laws or practices limiting internet neutrality, could decrease the demand for, or the usage of, our products and services, increase our cost of doing business and harm our results of operations. Changes in these laws or regulations could require us to modify our platform, or certain aspects of our platform, in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based products such as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. Further, our platform depends on the quality of our users’ access to the internet.

In June 2018, the repeal of the Federal Communications Commission’s (FCC), “net neutrality” rules took effect and returned to a “light-touch” regulatory framework. The prior rules were designed to ensure that all online content is treated the same by internet service providers and other companies that provide broadband services. Additionally, in September 2018, California enacted the California Internet Consumer Protection and Net Neutrality Act of 2018, making California the fourth state to enact a state-level net neutrality law since the FCC repealed its nationwide regulations, mandating that all broadband services in California must be provided in accordance with state net neutrality requirements. The U.S. Department of Justice has sued to block the law going into effect, and California has agreed to delay enforcement until the resolution of the FCC’s repeal of the federal rules. A number of other states are considering legislation or executive actions that would regulate the conduct of broadband providers. We cannot predict whether the FCC order or state initiatives will be modified, overturned or vacated by legal action of the court, federal legislation or the FCC. With the repeal of net neutrality rules in effect, we could incur greater operating expenses, which could harm our results of operations. As the internet continues to experience growth in the number of users, frequency of use and amount of data transmitted, the internet infrastructure that we and our users rely on may be unable to support the demands placed upon it. The failure of the internet infrastructure that we or our users rely on, even for a short period of time, could undermine our operations and harm our results of operations.

Internet access is frequently provided by companies that have significant market power that could take actions that degrade, disrupt or increase the cost of user access to our platform, which would negatively impact our business. The performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our platform could decline.

We could incur greater operating expenses, and our user acquisition and retention could be negatively impacted if network operators:

•

implement usage-based pricing;

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discount pricing for competitive products;

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otherwise materially change their pricing rates or schemes;

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charge us to deliver our traffic at certain levels, or at all;

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throttle traffic based on its source or type;

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implement bandwidth caps or other usage restrictions; or

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otherwise try to monetize or control access to their networks.

In addition, national level “fire walls” can disrupt existing usage of our applications as well as prevent expansion into certain geographies.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

WeOur ~~believe we have appropriate~~ processes for assessing, identifying and managing material risks from cybersecurity threats. ~~Those processes~~ are embodied in our enterprise-wide cybersecurity risk management program (Cyber Risk Program), which ~~includes~~governs our cybersecurity ~~governance~~oversight and management structure ~~and~~as well as our cybersecurity strategy and processes.

Governance Structure

Board of Directors Oversight

~~Our~~The Risk Committee of our board of directors ~~has~~is ~~delegated~~responsible for the oversight of our Cyber Risk Program. The Chief Legal Officer provides quarterly updates to the Risk ~~Committee~~committee ofregarding the ~~board~~status, offindings ~~directors~~and developments within the Cyber Risk Program. ~~The~~In addition, the Risk Committee receives updates and presentations tofrom the Senior Vice President, Information Security and Compliance (SVP) at each Risk Committee meeting that cover, among other things, our cyber ~~incident~~incidents ~~experience~~and responses, ongoing cyber threats, material risks, deployment of cybersecurity controls and risk mitigants, engagement of third parties (e.g., consultants and auditors) and third-party tools, our cyber insurance coverages and our employee-training programs. The Risk Committee then reports to the full board of directors at each regular meeting of the board of directors. Additionally, at least one member of our board of directors possesses cybersecurity risk oversight experience, which contributes to the board’s ability to understand and evaluate cybersecurity-related matters.

Management’s Assessment and Management of Cybersecurity Threats

Members of the executive management team, along with others from senior management and others with varying areas of expertise, are engaged as part of our Cyber Risk Program:

•

~~Executive~~Senior Vice President, ~~Product~~Information ~~Development~~Security &and ~~Infrastructure R&D~~Compliance: ~~Direct~~Our ~~management~~SVP ofmanages our Cyber Risk Program ~~falls~~and ~~within~~reports ~~our~~directly ~~Product~~to ~~Development~~the ~~and~~Chief ~~Infrastructure~~Legal ~~Research~~Officer. ~~and~~He ~~Development~~manages ~~team.~~the ~~The~~day-to-day ~~Executive~~information ~~Vice~~security ~~President~~operation, ~~(EVP)~~oversees inour ~~charge~~security analysts and engineers and is a member of ~~this~~our ~~team~~Cybersecurity ~~has~~Subcommittee. ~~extensive~~He ~~experience~~is ~~regarding~~trained in cybersecurity ~~matters~~strategy, planning and ~~threats~~execution ~~affecting~~and ~~business-to-business~~holds ~~software~~industry ~~and~~recognized ~~cloud~~security ~~services~~certification, ~~vendors~~including ~~such~~Certified asInformation ~~E2open.~~Systems ~~The~~Security ~~EVP~~Professional is(CISSP) afrom ~~member~~the ofInternational ~~our~~Information ~~Cybersecurity~~System ~~Subcommittee~~Security ofCertification ~~our~~Consortium ~~Disclosure~~(ISC2) ~~Committee,~~and ~~which~~Certified isInformation ~~responsible~~Security ~~for~~Manager ~~helping~~(CISM) tofrom ~~determine~~the ~~whether~~Information aSystems ~~Cybersecurity~~Audit ~~Incident~~and isControl ~~“material”~~Association ~~for~~(ISACA). ~~purposes~~Our ofSVP ~~publicly~~has ~~reporting~~extensive experience regarding cybersecurity ~~incidents.~~matters ~~Our~~and ~~EVP~~threats ~~chairs~~affecting ~~our~~business-to-business ~~management~~software ~~Cybersecurity~~and ~~Subcommittee~~cloud service vendors such as E2open.

•

~~General~~Chief ~~Counsel~~Legal Officer: Our ~~General~~Chief ~~Counsel~~Legal Officer, who also serves as our Acting Chief Risk Officer, supervises the SVP's management of our Cyber Risk Program and is the chair of our Cybersecurity Subcommittee of our Disclosure Committee. Our Chief Legal Officer has experience providing legal advice regarding cybersecurity-related programs as well as engaging with outside advisors and insurance brokers and underwriters on cybersecurity coverage, claims and loss mitigation. ~~Our General Counsel is a member of our Cybersecurity Subcommittee of our Disclosure Committee.~~

Senior Vice President, Information Security and Compliance: Our Senior Vice President (SVP) has direct management of our Cyber Risk Program. He manages the day-to-day operations, oversees our security analysts and engineers and participates in our Cybersecurity Subcommittee meetings. He is trained in cybersecurity strategy, planning, and execution and holds industry recognized security certifications, including Certified Information Systems Security Professional (CISSP) from the International Information System Security Certification Consortium (ISC2) and Certified Information Security Manager (CISM) from the Information Systems Audit and Control Association (ISACA).33

•

Cybersecurity Subcommittee of the Disclosure Committee: We have created a Cybersecurity Subcommittee of our management Disclosure Committee which includes, ~~in addition to~~ the ~~EVP~~Chief ~~and~~Legal ~~General Counsel~~Officer, ~~the~~SVP and Chief Accounting Officer. The Cybersecurity Subcommittee’s ~~purpose~~meets is to ~~review~~discuss ~~cybersecurity~~and ~~risks,~~evaluate ~~discuss~~whether ~~emerging~~certain ~~threats,~~cybersecurity ~~prioritize~~incidents ~~cybersecurity~~require ~~efforts~~public disclosure and ~~make~~makes recommendations regarding disclosure to ~~leadership~~the Disclosure Committee. Additionally, the Chair of the Subcommittee shall convene a meeting when either: (a) heshe believes a reported incident or the occurrence of a series of related incidents, requires the analysis and discussion of the Subcommittee; or (b) when any member of the Subcommittee believes that such a discussion would be appropriate. Such meeting shall be convened within 48 hours of the incident, or sooner if reasonably practicable, to ~~expedite~~expediate a materiality determination for public company reporting purposes. This Cybersecurity Subcommittee is pivotal in ensuring timely disclosure of material information and complying with the SEC’s final rules on cybersecurity risk governance adopted in late 2023.

•

Cyber Response Team: Pursuant to our Crisis Response Program, our Response Team, which comprises the ~~General~~Chief ~~Counsel~~Legal Officer, Chief Financial Officer and an expanded team from our material business lines and administrative departments, as well as outside advisors/experts (cyber forensics, external legal counsel, law enforcement, public relations), is charged with managing the Company through a cybersecurity incident (or other event or series of events) that rise to the level of a Company “crisis.” The Program includes protocols by which the ~~General~~Chief ~~Counsel~~Legal Officer or Chief Financial Officer, on behalf of the Response Team, will report to or engage the Chief Executive Officer and the Chairman of the board of directors if and when an incident becomes a crisis or potential crisis.

•

37Other Roles: The Cyber Risk Program includes engagement of other Company management employees and outside service providers to oversee or perform specific roles in connection with cybersecurity risk assessment and management, and incident management. That includes risk and security heads from our material business lines who implement and administer policies specific to those business lines.

Other Roles: The Cyber Risk Program includes engagement of other Company management employees and outside service providers to oversee or perform specific roles in connection with cybersecurity risk assessment and management, and incident management. That includes risk and security heads from our material business lines who implement and administer policies specific to those business lines and independent auditors to certify compliance with our internal control over financial reporting, the American Institute of Certified Public Accountants’ Systems and Organization Controls (SOC 2) security framework. We also conduct reviews for compliance with data protection regulation such as Europe’s General Data Protection Regulation (GDPR) and regulation of various U.S. states such as the California Consumer Privacy Act (CCPA).

Risk Management and Strategy

Overview of Processes for Assessing, Identifying, and Managing Material Cyber Risks

The principal objectives of our Cyber Risk Program are to minimize the risks associated with cybersecurity threats to our business operations, financial performance and financial condition, and protect the confidential information, intellectual property and other assets of E2open, and those of our ~~customers~~clients, vendors, partners, employees and consumers that can be at risk due to cybersecurity threats to E2open.

We have incorporated industry recognized cybersecurity frameworks and standards into our Cyber Risk Program, including frameworks from the National Institute of Standards and Technology (NIST) and security control auditing protocols from the Center for Internet Security (CIS) and the International Organizations for Standardization (ISO). Recognizing that the nature of cybersecurity threats and the particular threat vectors we face continually change, we continue to invest in updating and enhancing our Cyber Risk Program.

Under our Cyber Risk Program, our SVP, and the cybersecurity staff, along with ~~our~~the ~~management-led~~Cyber ~~Cybersecurity~~Response ~~Subcommittee~~Team, with input where appropriate from our third-party advisors, work to identify our cybersecurity threats, assess the risks and deploy appropriate technologies and processes to mitigate the risks. When cybersecurity incidents occur, these resources work to manage through the incident utilizing advanced security tools and playbooks, and in accordance with processes set out in our various policies and practice documents, which include internal communications protocols to keep the executive team and, where appropriate, the Risk Committee and board orof directors, informed. Pertinent policy and practice documents include, among others, ~~E2open’s~~our ~~Guidelines~~Crisis ~~for~~Response ~~Cybersecurity~~Plan, ~~Determination~~which ~~for~~describes ~~Item~~the ~~1.05~~detailed ofprocesses ~~Form~~and ~~8-K~~procedures ~~(governing~~that ~~the~~should ~~Company’s~~be ~~materiality~~followed ~~determination~~in ~~for~~the ~~reporting~~event ~~purposes)~~of ~~and~~a ~~our~~cybersecurity ~~Crisis Response Plan~~incident.

As an important cybersecurity risk mitigant, E2open provides mandatory training to its new hires and ~~quarterly~~existing ~~training~~employees ofon ~~its~~a ~~employees~~regular basis, including phishing simulation tests and follow-up tests as needed, along with monthly cybersecurity newsletters and other cyber risk-related communications.

Integration into Overall Risk Management System or Processes

The Cyber Risk Program is integrated into our overall risk management systems and processes. Our risk management systems and processes comprise numerous components, including published policies and procedures, risk detection systems, tools, and protocols (automated and human),; internal and external independent auditing,; management committee review,; defined lines of communications,; employee training,; engagement of outside advisors and experts,; assessment and utilization of both commercial and self-insurance opportunities,; ~~customer~~client contract standardization where possible,; legal review of vendor engagements and new products for regulatory compliance,; and regular operations reviews with the Chief Executive Officer and Risk Committee. E2open utilizes the foregoing systems and processes to best ensure effective management of our risks and associated cybersecurity threats. ~~The EVP reports to the Risk Committee at least quarterly on the status of our Cyber Risk Program.~~

Engagement of Third Parties

As part of our Cyber Risk Program, we engage outside independent auditors, consultants, and professional advisors. We use independent auditors to certify compliance with internal control over financial reporting, the American Institute of Certified Public Accountants' Systems and Organization Controls (SOC 2) security framework. We also conduct reviews for compliance with data protection regulation such as Europe's GDPR and regulation of various U.S. states as the California Consumer Privacy Act (CCPA). We also engage industry-leading cybersecurity service and systems providers to assist with protection from and detection of cybersecurity threats and incidents and our responses to them.

Risks from Third Party Service Providers and Others

Our cybersecurity team, under the oversight of the SVP, performs risk assessments on third party service providers and other third parties (such as partner companies), as well as third party software and hardware utilized in its operations, that may have the potential to create cybersecurity threats to our data and operations. Based on the results of these regular assessments (including assessments made before engaging a third party), we may decide to take action to address and mitigate certain risks or determine that the risk is not acceptable and terminate the relationship with the third party (or determine not to engage a third party).

Risks from Cybersecurity Threats—Likely Material Impact

See the risk factor entitled Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition. in Item 1A, Risk Factors. WeTo dodate, we have not ~~believe~~identified any ~~risks~~material ~~from previous~~ cybersecurity threats or incidents that have materially affected our business strategy, results of operations or ~~are~~financial ~~reasonably~~condition. ~~likely~~However, towe ~~materially~~cannot ~~affect~~guarantee ~~E2open~~that future incidents will not have a material impact.

Item 2. Properties

Our corporate headquarters is located at ~~9600~~14135 ~~Great~~Midway ~~Hills~~Road, ~~Trail~~Suite ~~#300E~~G300, ~~Austin~~Addison, Texas ~~78759~~75001. In addition, we lease other corporate office spaces in the following locations:

U.S. Locations International Locations Rogers, Arkansas Moonee Ponds, Australia ~~Atlanta~~Naples, ~~Georgia~~Florida Shanghai, China ~~Naples~~Holland, ~~Florida~~Michigan Tranbjerg, Denmark ~~Holland~~Keego Harbor, Michigan Bad Homburg, Germany ~~Keego Harbor~~Parsippany, ~~Michigan~~New Jersey Karlsruhe, Germany ~~Parsippany, New Jersey~~ Kowloon, Hong Kong ~~Dallas, Texas~~ Bangalore, India Hyderabad, India Pune, India Kuala Lumpur, Malaysia Dordrecht, Netherlands Christchurch, New Zealand Lima, Peru Manchester, United Kingdom

Our data centers are operated through co-location facilities, where we provide our own equipment to be used in leased space. While the data center space is leased, we own all the equipment that sits within those data centers. We also have managed service locations, where we do not own any equipment and do not have access to the facilities. A third party manages the data center operations and equipment. We utilize and optimize data centers and public cloud services throughout the world to attain secure application availability, at a minimum, of 99.5% uptime infrastructure. The following table sets forth our material technology infrastructure, including location and function, for our properties throughout the world (all of which are leased). ~~While the data center space is leased, we own all the equipment and gear that sits within those data centers.~~

Location Function San Jose, California Production, Configuration, Disaster Recovery Sunnyvale, California Development, Staging Denver, Colorado Disaster Recovery, Production Chicago, Illinois Production, Configuration, Disaster Recovery Naperville, Illinois Development Shanghai, China Production, Disaster Recovery, Staging, Communication Hong Kong Production, Disaster Recovery, Staging, Communication Ballerup, Denmark Development, Production Dusseldorf, Germany Production Frankfurt, Germany Production, Staging Nuremberg, Germany Production Oberhausen, Germany Production Amsterdam, Netherlands Production London, United Kingdom Production Manchester, United Kingdon Production, Staging35

39Location Function San Jose, California Production, Configuration, Disaster Recovery Sunnyvale, California Development, Staging Denver, Colorado Disaster Recovery, Production Chicago, Illinois Production, Configuration, Disaster Recovery Shanghai, China Production, Disaster Recovery, Staging, Communication Hong Kong Production, Disaster Recovery, Staging, Communication Ballerup, Denmark Development, Production Frankfurt, Germany Production, Staging Amsterdam, Netherlands Production London, United Kingdom Production Manchester, United Kingdon Production, Staging

Item 3. Legal Proceedings

In 2014, Kewill (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded in purchase accounting against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our ~~judgement~~judgment, which was based on the advice of external legal counsel, the claims were without merit. Any loss beyond the uncollected receivables was not considered probable and the maximum exposure was believed to be immaterial. In February 2022, consistent with the related contractual terms, the case moved to binding arbitration. Upon conclusion of the arbitration proceedings in August 2023, the arbitrator ruled against BluJay. On September 14, 2023, the parties agreed to a settlement for $17.8 million which resolved the matter and released us from all alleged claims. The settlement was paid on September 20, 2023.

The settlement is not an admission of liability or wrongdoing by us or our predecessors, nor does it validate the alleged claims.

We accrued $17.8 million for the settlement in the second quarter of fiscal 2024 as part of general and administrative expenses on the Condensed Consolidated Statement of Operations.

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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders of Record

Our Class A Common Stock ~~and~~is ~~public warrants are~~ listed on the NYSE under the ~~symbols~~symbol “ETWO.” ~~and “ETWO-WT,” respectively.~~ As of April 2425, ~~2024~~2025, there were ~~103~~91 ~~and 2~~ holders of record of our Class A Common Stock ~~and warrants, respectively~~.

Dividends

We do not intend to declare or pay cash dividends in the foreseeable future. Our management anticipates that all earnings and other cash resources, if any, will be retained for investment in our business.

Warrants

AsOur ofpublic ~~February 29~~warrants, ~~2024,~~which ~~there~~have ~~were 29,079,872 warrants outstanding. Each warrant entitles its holder to purchase one share of our Class A Common Stock at~~ an exercise price of $11.50 per share. ~~The~~and ~~10,280,000~~expire ~~private~~in ~~placement~~February ~~warrants~~2026, ~~became~~were ~~exercisable~~previously ~~upon~~listed on the ~~Domestication.~~NYSE ~~The~~under ~~Forward~~the ~~Purchase~~symbols ~~Warrants~~“ETWO-WT.” ~~became~~On ~~exercisable~~March ~~upon~~24, 2025, the ~~effectiveness~~staff of ~~our~~the ~~Form~~NYSE ~~S-1,~~Regulation ~~which~~determined ~~was~~to ~~initially~~commence ~~filed~~proceedings onto ~~March~~delist 5,our ~~2021~~warrants and ~~became~~immediately ~~effective~~suspended ~~March~~their ~~29, 2021~~trading. ~~The~~These ~~13,799,872~~actions ~~public~~were ~~warrants~~pursuant ~~became~~to ~~exercisable~~minimum ontrading ~~April~~price ~~28,~~requirements ~~2021.~~contained ~~The~~in ~~private~~Section ~~placement~~802.01D ~~warrants,~~of ~~public~~the ~~warrants~~Listed ~~and~~Company ~~Forward~~Manual. ~~Purchase~~As ~~Warrants~~of ~~expire~~March ~~five~~25, ~~years after the Closing Date~~2025, orthese ~~earlier~~warrants ~~upon~~began ~~redemption~~trading oron ~~liquidation. During~~ the ~~fiscal~~OTC ~~year~~Markets ~~ended~~under ~~February~~the ~~28,~~ticker ~~2022,~~symbol ~~100~~OTC:ETWOW. ~~warrants~~As ~~were exercised with~~ a ~~total exercise price of $1~~result,~~150.~~ ~~There~~any ~~were~~over-the-counter nomarket ~~warrants~~quotes ~~exercised~~reflect ~~during~~inter-dealer ~~the~~prices ~~fiscal~~without ~~years~~retail ~~ended~~mark-ups, ~~February~~mark-downs ~~29,~~or ~~2024~~commissions and ~~February~~may ~~28,~~not ~~2023~~represent actual transactions.

~~See~~As ~~Note~~of 19February 28, ~~Warrants~~2025, inthere ~~the~~were ~~Notes~~29,079,872 warrants outstanding. Each warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share. The 10,280,000 private placement warrants became exercisable upon the ~~Consolidated~~Domestication. ~~Financial~~The ~~Statements~~Forward ~~for~~Purchase ~~additional~~Warrants ~~information~~became ~~about~~exercisable ~~redemption~~upon the effectiveness of our Form S-1, which was initially filed on March 5, 2021 and became effective March 29, 2021. The 13,799,872 public warrants became exercisable on April 28, 2021. The private placement warrants, public warrants and Forward Purchase Warrants expire five years after the Closing Date, or earlier upon redemption or liquidation. There were no warrants exercised during the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023.

40See Note 18, Warrants in the Notes to the Consolidated Financial Statements for additional information about redemption of the warrants.

Securities Authorized for Issuance Under Equity Compensation Plans

The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) is our only equity compensation plan. We currently utilize the 2021 Incentive Plan to make equity and equity-based incentive awards to officers, employees, directors and consultants. For more information about the 2021 Incentive Plan, see Note 2423, Share-Based Compensation in the Notes to the Consolidated Financial Statements.

The following table sets forth certain information regarding the 2021 Incentive Plan as of February 2928, ~~2024~~2025:

Plan Category

Number ofSecurities to beIssued UponExercise ofOutstandingRights

Weighted-Average ExercisePrice ofOutstandingRights

Number ofSecuritiesRemainingAvailable forFutureIssuance UnderEquityCompensationPlans

Equity compensation plans approved by stockholders

2223,~~054~~788,~~544~~059

(1)

54.2933

29,~~916~~729,~~546~~170

(1)

Equity compensation plans not approved by stockholders

—

N/A

—

Total

2223,~~054~~788,~~544~~059

N/A

29,~~916~~729,~~546~~170

(1)

For more information about the 2021 Incentive Plan, see Note 2423, Share-Based Compensation in the Notes to the Consolidated Financial Statements.

Performance Graph

The following graph shows our cumulative total stockholder return for the period from June 15, 2020 and ending on February 2928, ~~2024~~2025. June 15, 2020 is the day the units and warrants began trading separately on the NYSE. The graph also shows the cumulative total returns of the Russell 3000 index, in which we are included, and our peer group listed below.

The comparison below assumes $100 was invested on June 15, 2020 in our common stock, the Russell 3000 index and each member of our peer group and assumes that all dividends are reinvested. Our stock performance shown in the following graph is not indicative of future stock price performance.

41This graph shall not be deemed incorporated by reference by any general statement incorporated by reference to this Form 10-K into any filing under the Securities Act or Exchange Act, except to the extent that we specifically incorporate this information by reference therein and shall not otherwise be deemed filed under either the Securities Act or Exchange Act.

~~This~~Our ~~graph~~peer ~~shall~~group ~~not~~as beof ~~deemed~~February ~~incorporated by reference by any general statement incorporated by reference this Form 10-K into any filing under the Securities Act or Exchange Act~~28, ~~except~~2025 tois ~~the~~as ~~extent that we specifically incorporate this information by reference therein and shall not otherwise be deemed filed under either the Securities Act or Exchange Act.~~follows:

~~Our~~Company ~~peer~~Name ~~group~~Ticker asSymbol ofCompany ~~February~~Name 29Ticker Symbol Manhattan Associates, ~~2024~~Inc. isMANH asSPS ~~follows:~~Commerce, Inc. SPSC Kinaxis Inc. KXS.TO Tecsys Inc. TCS.TO Logility Supply Chain Solutions, Inc. LGTY The Descartes Systems Group Inc. DSG.TO

Company Name Ticker Symbol Company Name Ticker Symbol American Software, Inc. AMSWA SPS Commerce, Inc. SPSC Manhattan Associates, Inc. MANH Tecsys Inc. TCS.TO ReposiTrak, Inc. TRAK The Descartes Systems Group Inc. DSG.TO

Item 7. 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 business, properties, results of operations, liquidity and capital resources as well as quantitative and qualitative disclosures about market risk.

The following discussion should be read in conjunction with the consolidated financial statements and related notes in Item 8, Financial Statements of this ~~2024~~2025 Form 10-K. This Item 7 contains “forward-looking” statements that involve risks and uncertainties. See Forward-Looking Statements at the beginning of this ~~2024~~2025 Form 10-K.

Our fiscal year end is the final day in February. Our fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 ended February 2928, ~~2024~~2025, February 2829, ~~2023~~2024 and February 28, ~~2022~~2023, respectively, and were each fifty-two-week periods.

Overview

We are a world -class end-to-end supply chain software platform that enables the world's largest companies to transform the way they make, move and sell goods and services. Our SaaS platform spans many key strategic and operational areas including channel, planning, global trade, logistics and supply. With ~~the~~a ~~broadest~~ cloud-native global SaaS platform purpose-built for modern supply chains, we connect manufacturing, logistics, channel and distribution partners as one multi-enterprise network. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste and operate sustainably. In aggregate, we serve clients in all major countries in the world across a wide range of end-markets, including consumer goods, food and beverage, manufacturing, retail, industrial and automotive, aerospace and defense, technology and transportation, among others.

We operate in what we believe is an attractive industry with strong secular tailwinds and a TAM which includes significant whitespace within our current client base. This upsell opportunity within our existing client base is largely driven by their current technology solution which is often a combination of legacy point solutions and home-grown applications which could be a combination of manual processes and spreadsheets. As manufacturing continues to evolve, supply chains have grown more complex creating the need for a modern cloud-based solution. We believe our cloud-based, end-to-end software platform offers a differentiated and more connected solution for clients that provides all the mechanisms needed to run a fully integrated supply chain solution with visibility at every point. If our clients initially purchase portions of our software, they can add on additional modules as the need arises.

Our Go-To-Market Strategy

Our go-to-market strategy is focused on both expanding the adoption of our product portfolio with existing clients and the acquisition of new clients. We primarily target our selling efforts on large enterprise organizations and sell our software primarily through a direct sales force enhanced by the additional go-to-market presence of our partners. Our go-to-market strategy enables our sales force to develop deep, long-term relationships with existing and potential clients across the relevant functions, from buying managers, IT resources, division leaders and C-level executives. Our go-to-market approach aligns with the client by engaging with them and their specific needs instead of selling a single product. This permits us to dive into the true need and find the best solution instead of trying to make one product work for every client. This alignment with the client enables us to sustain our high client retention and long client tenure, as well as drive maximum spend within each client through an efficient, focused sales model.

Our sales and marketing organizations are comprised of field sales, inside sales and sales development personnel, and we organized these teams based on client size, geography and industry. Our main priority is understanding a client's primary need, usually a specific piece of their supply chain, in order to provide the correct solution within our software platform. Once a client adopts our solution and sees firsthand the power of our unique platform, we have the potential to cross-sell additional products as well as expand into additional departments, divisions and geographies with the same solution or additional solutions within our software platform.

BluJay Acquisition

In September 2021, we completed the BluJay Acquisition with the issuance of 72,383,299 shares of Class A Common Stock and the payment of approximately $771.3 million of cash which includes the repayment of BluJay's debt facility. The total purchase consideration for the BluJay Acquisition was $1.5 billion.

In connection with the completion of the BluJay Acquisition, we secured $300 million in PIPE financing for the purchase of an aggregate of 28,909,022 shares of our Class A Common Stock. We also obtained a $380.0 million incremental term loan to our 2021 Term Loan and increased our 2021 Revolving Credit Facility to $155.0 million. In addition, the letter of credit sublimit was increased to $30.0 million.

Logistyx Acquisition

In March 2022, we acquired Logistyx for a purchase price of $185 million, with an estimated fair value of $183.7 million, including $90 million paid in cash at closing. The remaining payments were made in May 2022 for cash of $37.4 million and September 2022 for cash of $54.0 million. The $54.0 million payments reflected a working capital adjustment of $3.6 million. A final payment of $1.1 million for working capital was made in December 2022.

Goodwill Impairment

~~The~~During fiscal 2025, 2024 and 2023, the fair value of E2open was calculated using ana ~~equally weighted~~ combination of ~~three~~the ~~different methods:~~ discounted cash flow method, guideline public company method and guideline transaction method. ~~The~~In ~~three~~each impairment, the approaches generated similar results and indicated that the fair value of E2open's ~~equity and~~ goodwill was less than its carrying amount and resulted in goodwill impairment charges totaling $614.1 million, $1,097.7 million ~~in fiscal 2024~~ and $901.6 million in fiscal 2025, 2024 and 2023, respectively.

See Note 7, Goodwill to the Notes to the Consolidated Financial Statements.

Intangible Assets Impairment

During the third and fourth quarters of fiscal 2025 and first and third ~~quarter~~quarters of fiscal 2024, ~~the~~we experienced a significant decline in the market price of our Class A Common Stock and market capitalization. ~~was~~In ~~also~~addition, ain ~~triggering~~certain ~~event~~of ~~which~~these quarters, we experienced slowing growth and lowered projections due to lower than anticipated new bookings, lower revenue, higher than expected churn and macroeconomic impacts. These factors resulted in ~~the~~us ~~performance~~determining ofthat antriggering ~~interim~~events occurred, and indefinite-lived intangible asset impairment ~~assessment~~assessments were performed for the respective quarters. The fair value of the indefinite-lived intangible asset was calculated using the relief from royalty payments method which was based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The ~~interim~~ assessments indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, during the fiscal ~~year~~years ended February 28, 2025 and February 29, 2024, we recognized an impairment charge of $18.5 million and $34.0 million to intangible assets, net, for the indefinite-lived trademark / trade name, respectively. We did not have an impairment for intangible asset during the fiscal year ended February 28, 2023. See Note 8, Intangible Assets, Net to the Notes to the Consolidated Financial Statements.

Litigation Settlement

In 2014, Kewill (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our judgement, which was based on the advice of external legal counsel, the claims were without merit. In February 2022, the case moved to binding arbitration where the arbitrator ruled against BluJay in August 2023. In September 2023, we paid $17.8 million which resolved the matter and released us from all alleged claims. See Note 28, Commitments and Contingencies to the Notes to the Consolidated Financial Statements.

Key Components of Our Results of Operations

Revenue

We account for all client contracts under ASC Topic 606, Revenue from Contracts with Customers (ASC 606), and all the related amendments. See Note 2, Summary of Significant Accounting Policies to the Notes to the Consolidated Financial Statements for additional information.

We generate revenue from the sale of subscriptions and professional services. We recognize revenue when the client contract and associated performance obligations have been identified; the transaction price has been determined and allocated to the performance obligations in the contract; and the performance obligations have been satisfied.

Subscriptions Revenue

We offer cloud-based on-demand software solutions, which enable our clients to have constant access to our solutions without the need to manage and support the software and associated hardware themselves. We house the hardware and software in third-party facilities and provide our clients with access to software solutions, along with data security and storage, backup, recovery services and solution support.

Logistics as a service employs logistics professionals to manage a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers.

We charge primarily fixed annual subscription fees or, in limited cases, transaction fees based on the volume of transactions requested by clients. Typically, the volume-based fees comprise a small percentage of this revenue source. Our client contracts typically have a term of one to five years while our enterprise client contracts have an average term of approximately three years. We recognize revenue ratably over the life of the contracts.

For subscription-based contracts, we generally invoice in advance. Subscription revenue is recognized ratably over the life of the contract. For transactional -based contracts, we ~~primarily~~ recognize revenue for these contracts when the performance obligation is fulfilled. Transaction -based contracts represented ~~less than 3~~2%, 42% and 34% of our revenue in the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023 ~~and 2022~~, respectively.

Professional Services and Other

Professional services revenue is derived primarily from fees for enabling services, including consulting and deployment services for purchased solutions. These services are often sold in conjunction with the sale of our solutions. We provide professional services primarily on a time and materials basis, but sometimes on a fixed fee basis. Clients are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on time and materials or a prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended and milestone completion) are considered a faithful depiction of our efforts to satisfy services contracts as they represent the performance obligation consumed by the client and performed by us, and therefore reflect the transfer of services to a client under contract.

4440

We enter into arrangements with multiple performance obligations comprised of subscriptions and professional services. Arrangements with clients typically do not provide the client with the right to take possession of the software supporting the on-demand solutions. We primarily account for subscription and professional services revenue as separate units of accounting and allocate revenue to each deliverable in an arrangement based on a standalone selling price. We evaluate the standalone selling price for each element by considering prices we charge for similar offerings, size of the order and historical pricing practices. Other revenue primarily includes perpetual license fees, which are recognized upon delivery to the client.

Total Revenue by Geographic Locations

Revenues by geographical region consisted of the following:

Fiscal Year Ended

($ in thousands)

February 2928, ~~2024~~2025

February 2829, ~~2023~~2024

February 28, ~~2022~~2023

Americas

~~536~~520,~~316~~674

~~549~~536,~~246~~316

~~366~~549,~~987~~246

Europe

7767,~~857~~686

8177,~~062~~857

4381,~~430~~062

Asia Pacific

2019,~~381~~328

2120,~~907~~381

1521,~~144~~907

Total revenue

~~634~~607,~~554~~688

~~652~~634,~~215~~554

~~425~~652,~~561~~215

Revenues by geography are determined based on the region of our contracting entity, which may be different than the region of the client, or where the software solutions are being utilized or accessed. United States revenue was approximately 8485%, 8384% and 8683%, during the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023 ~~and 2022~~, respectively. No other country represented more than ten percent of total revenue during these periods.

Cost of Revenue

Cost of Subscription Revenue

Cost of subscription revenue consists primarily of costs related to delivering our service and providing support to clients, including personnel and related costs, costs associated with data center operations and capacity, fees paid to third parties to license their technology and depreciation expense directly related to delivering our solutions. Cost of subscription revenue also includes the costs associated with our logistics as a service revenue which consists of costs related to managing a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers. We generally expense our cost of subscription revenue as we incur the costs.

Cost of Professional Services and Other Revenue

Cost of professional services and other revenue consists primarily of personnel and related travel costs, ~~investment in strategic system integrator partnership initiatives,~~ the costs of contracted third-party vendors and reimbursable expenses. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short-term, while our professional services and other revenue may fluctuate, leading to fluctuations in professional services and other gross profit. We expense our cost of professional services and other revenue as we incur the costs.

Operating Expenses

Research and Development

Research and development expenses primarily consist of personnel and related costs of our research and development staff, costs of certain third-party contractors, depreciation, amortization and other allocated costs. Research and development expenses are expensed as incurred, excluding the capitalization of internally developed software costs.

Sales and Marketing

Sales and marketing expenses primarily consist of personnel and related costs for our sales and marketing staff. It also includes the costs of promotional events, corporate communications, online marketing, solution marketing and other brand-building activities, in addition to depreciation, amortization and other allocated costs. ~~When~~We ~~the~~defer ~~initial~~and ~~client~~amortize ~~contract~~sales iscommissions ~~signed~~that ~~and~~are ~~upon~~incremental ~~any~~and ~~renewal,~~directly werelated ~~capitalize~~to ~~and~~obtaining ~~amortize~~client ~~commission~~contracts ~~costs~~in ~~under~~accordance with ASC 606 and ASC 340-40, asOther anAssets ~~expense~~and Deferred Cost-Contracts with Customers. We amortize sales commissions over the period inthat ~~which~~ products are expected to be delivered to clients, ~~where the commission is directly attributable to a contract,~~ including expected renewals,. ~~which~~We ishave ~~estimated~~determined this period to be four years~~. If a subscription agreement is terminated~~, webeginning ~~recognize~~when ~~the~~costs ~~unamortized~~are ~~portion~~incurred. ofCertain ~~any~~sales ~~deferred~~commissions ~~commission~~that ~~cost~~would ashave an ~~expense~~amortization ~~immediately~~period ~~upon~~of ~~such~~less ~~termination.~~than ~~Certain~~a ~~sales~~year ~~commissions~~ are ~~contingent on future client billings and are~~ expensed as incurred to sales and marketing expenses.

General and Administrative

General and administrative expenses primarily consist of personnel and related costs for our executive, administrative, finance, information technology, legal, accounting, investor relations and human resource staff. It also includes professional fees; expenses related to our board of directors and advisory board; public company costs; other corporate expenses; depreciation; amortization; and other allocated costs.

Contingent Consideration

The contingent consideration liability is due to the issuance of the ~~two tranches of~~ restricted Series B-~~1 and B-~~2 common stock and Series ~~1 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. In June 2021, the restricted Series B-1 common stock automatically converted into our Class A Common Stock on a one-to-one basis and the Series 1 RCUs automatically converted into Common Units of E2open Holdings as the Class A Common Stock met the $13.50 five-day VWAP.

The restricted shares, Common Units and deferred consideration payments are treated as a contingent consideration liability under ASC 805, Business Combination, and valued at fair market value on the acquisition date and remeasured at each reporting date and adjusted if necessary. 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. Any change in the fair value of the deferred consideration from the remeasurement was recorded in acquisition-related expenses on the Consolidated Statements of Operations. Any change in the fair value of the restricted shares and Common Units from the remeasurement will be recorded in gain (loss) from change in fair value of contingent consideration on the Consolidated Statements of Operations.

Interest and Other Expense, Net

Interest and other expense, net, consists primarily of interest expense on our outstanding debt and financing lease obligations; interest income on our cash balances; foreign currency realized and unrealized gains and losses; and gains and losses on the disposal of fixed assets.

Provision for Income Taxes

The provision for income taxes consists of a deferred income tax benefit and current tax expense. The current income taxes primarily result from our profitable operations in foreign subsidiaries, which are subject to corporate income taxes in foreign jurisdictions, plus a relatively immaterial amount of U.S. federal and state income taxes on our lower tier entities not offset by net operating loss carryforwards. The deferred income tax benefit is primarily due to a decrease in overall outside basis difference in the partnership and the book/tax difference realized from intangible amortization. Certain deferred tax assets of E2open Parent Holdings, Inc. are offset by a valuation allowance while the deferred tax assets of certain other U.S corporate tax consolidated groups and non-U.S. jurisdictions remain offset by a full valuation allowance. Realization of these deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. Utilization of our net operating losses may be subject to annual limitations due to the ownership change rules under the Internal Revenue Code of 1986, as amended (IRS Code), and similar state provisions. We have analyzed the effect of the IRS Code Section 382 for each of our acquisitions. Based on analysis of acquired net operating losses and credits, utilization of our net operating losses and research and development credits will be subject to annual limitations. In the event of future changes in ownership, the availability of net operating loss carryforwards could be further limited.

4642

Results of Operations

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

	Fiscal Year Ended
($ in thousands, except per share amounts)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			February 28, ~~2022~~2023
Revenue	$	~~634~~607,~~554~~688		$	~~652~~634,~~215~~554		$	~~425~~652,~~561~~215
Cost of revenue		(~~316~~308,~~863~~004	)		(~~321~~316,~~932~~863	)		(~~222~~321,~~976~~932	)
Total gross profit		~~317~~299,~~691~~684			~~330~~317,~~283~~691			~~202~~330,~~585~~283
Operating Expenses
Research and development		~~101~~97,~~420~~955			97101,~~982~~420			7997,~~700~~982
Sales and marketing		8779,~~734~~304			87,~~960~~734			6087,~~265~~960
General and administrative		~~108~~86,~~048~~199			88108,~~070~~048			6988,~~922~~070
Acquisition-related expenses		24,~~080~~556			162,~~297~~080			6416,~~360~~297
Amortization of acquired intangible assets		8051,~~276~~445			8280,~~812~~276			4682,~~358~~812
Goodwill impairment		1614,~~097,741~~100			~~901~~1,~~566~~097,741			—901,566
Intangible asset impairment		3418,~~000~~500			—34,000			—
Total operating expenses		1952,~~511,299~~059			1,~~274~~511,~~687~~299			~~320~~1,~~605~~274,687
Loss from operations		(1652,~~193,608~~375	)		(~~944~~1,~~404~~193,608	)		(~~118~~944,~~020~~404	)
Interest and other expense, net		(~~102~~99,~~460~~343	)		(76102,~~831~~460	)		(3376,~~663~~831	)
Gain (loss) from change in tax receivable agreement liability		2,190			(2,886	)		(154	)
Impairment of cost method investment		(5,500	)		—			—
Gain from change in fair value of warrant liability		14,903			37,523			1,633
Gain (loss) from change in tax receivable agreement liability		5,565			2,190			(2,886	)
Gain (loss) from change in fair value of contingent consideration		11,520			16,020			(69,760	)
Gain from change in fair value of warrant liability		14,131			14,903			37,523
Total other expense		(73,847	)		(26,174	)		(101,944	)
Gain from change in fair value of contingent consideration		12,900			11,520			16,020
Loss before income tax benefit		(1,267,455	)		(970,578	)		(219,964	)
Total other expense		(72,247	)		(73,847	)		(26,174	)
Income tax benefit		82,376			250,376			30,050
Loss before income tax provision		(724,622	)		(1,267,455	)		(970,578	)
Net loss		(1,185,079	)		(720,202	)		(189,914	)
Income tax (expense) benefit		(1,163	)		82,376			250,376
Less: Net loss attributable to noncontrolling interest		(115,055	)		(71,499	)		(24,138	)
Net loss		(725,785	)		(1,185,079	)		(720,202	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(1,070,024	)	$	(648,703	)	$	(165,776	)
Less: Net loss attributable to noncontrolling interest		(65,955	)		(115,055	)		(71,499	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(659,830	)	$	(1,070,024	)	$	(648,703	)
Net loss attributable to E2open Parent Holdings, Inc. Class A common stockholders per share:
Basic	$	(32.5214	)	$	(23.1552	)	$	(02.6815	)
Diluted	$	(32.5214	)	$	(23.1552	)	$	(02.6815	)
Weighted-average common shares outstanding:
Basic		~~303~~308,~~751~~268			~~301~~303,~~946~~751			~~245~~301,~~454~~946
Diluted		~~303~~308,~~751~~268			~~301~~303,~~946~~751			~~245~~301,~~454~~946

Fiscal Year Ended February 2928, ~~2024~~2025 Compared to Fiscal Year Ended February 2829, ~~2023~~2024

Revenue

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Revenue:
Subscriptions	$	~~536~~527,~~792~~958		$	~~532~~536,~~940~~792		$	3(8,~~852~~834	)		1-2	%
Professional services and other		9779,~~762~~730			~~119~~97,~~275~~762			(2118,~~513~~032	)		-18	%
Total revenue	$	~~634~~607,~~554~~688		$	~~652~~634,~~215~~554		$	(1726,~~661~~866	)		-34	%
Percentage of revenue:
Subscriptions		8587	%		8285	%
Professional services and other		1513	%		1815	%
Total		100	%		100	%

4743

Subscriptions revenue was $~~536~~528.80 million in fiscal ~~2024~~2025, a $38.98 million, or 12%, ~~increase~~decrease compared to $~~532~~536.98 million in fiscal ~~2023~~2024. The ~~increase~~decrease in subscriptions revenue was ~~due~~primarily to price increases on renewals and new organic subscription sales predominately driven by increases in products utilized across our current client portfolio, partially offset by churn. Compared to our historical growth rate, our growth rate has slowed during fiscal 2024 due to lower ~~than~~new ~~anticipated~~ bookings, ~~lower~~and ~~revenue~~elevated ~~from tiered contracts, higher than expected~~ churn ~~and~~over ~~macroeconomic impacts primarily in~~ the ~~technology,~~last ~~freight~~twelve ~~and transportation sectors~~months.

Professional services and other revenue was $9779.87 million in fiscal ~~2024~~2025, a $2118.50 million, or 18%, decrease compared to $~~119~~97.38 million in fiscal ~~2023~~2024. The decrease in professional services and other revenue was due to ~~macroeconomic~~lower ~~impacts~~billable ~~primarily~~hours inpartially ~~the~~driven ~~technology,~~by ~~freight~~a ~~and~~higher ~~transportation~~focus ~~sectors,~~of aresources ~~decline~~on inretention ~~perpetual~~and ~~license~~client ~~fees~~satisfaction and ~~lower~~a ~~than~~decline ~~anticipated~~in ~~order~~new ~~volume~~bookings.

Our subscriptions revenue as a percentage of total revenue increased to 8587% for the fiscal year ended February 2928, ~~2024~~2025 from 8285% for the fiscal year ended February 2829, ~~2023~~2024. This increase was primarily adue ~~result~~to of a decline in professional services revenue. Our professional services and other revenue as a percentage of total revenue ~~decreased~~was ~~to 15~~13% for fiscal ~~2024~~2025 compared to 1815% for fiscal ~~2023~~2024 as professional services and other revenue declined ~~while subscriptions revenue grew slightly~~.

Cost of Revenue, Gross Profit and Gross Margin

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Cost of revenue:
Subscriptions	$	~~146~~145,~~006~~668		$	~~140~~146,~~462~~006		$	~~5,544~~(338	)		40	%
Professional services and other		7265,~~249~~725			8272,~~939~~249			(106,~~690~~524	)		-139	%
Amortization of acquired intangible assets		9896,~~608~~611			98,~~531~~608			77(1,997	)		0-2	%
Total cost of revenue	$	~~316~~308,~~863~~004		$	~~321~~316,~~932~~863		$	(58,~~069~~859	)		-23	%
Gross profit:
Subscriptions	$	~~292~~285,~~178~~679		$	~~293~~292,~~947~~178		$	(16,~~769~~499	)		-12	%
Professional services and other		2514,~~513~~005			3625,~~336~~513			(1011,~~823~~508	)		-3045	%
Total gross profit	$	~~317~~299,~~691~~684		$	~~330~~317,~~283~~691		$	(1218,~~592~~007	)		-46	%
Gross margin:
Subscriptions		54	%		5554	%
Professional services and other		2618	%		3026	%
Total gross margin		5049	%		5150	%

Cost of subscriptions was $~~146~~145.07 million in fiscal ~~2024~~2025, a $50.53 million, ordecrease ~~4%, increase~~ compared to $~~140~~146.50 million in fiscal ~~2023~~2024. This ~~increase~~decrease was primarily driven by a $4.3.8 million ~~increase~~decline in personnel costs ~~including non-acquisition severance~~ and $12.78 million decrease in ~~stock-based~~depreciation ~~compensation,~~expense when compared to the prior year. These decreases were partially offset by aincreases of $14.89 million ~~decrease~~ in software ~~and~~costs, $1.7 million for hosting costs and $1.0 million in share-based compensation expense when compared to the prior year.

Cost of professional services and other revenue was $7265.27 million in fiscal ~~2024~~2025, a $106.75 million, or 139%, decrease compared to $8272.92 million in fiscal ~~2023~~2024. The decrease was mainly due to ~~an $8.3 million lower spend for consulting services related to our investment in strategic system integrator partnerships and~~ a $35.17 million ~~decrease~~decline in personnel costs when compared to the prior year. ~~These lower expenses were partially offset by $1.1 million of higher stock-based compensation expenses.~~

Amortization of acquired intangible assets was $9896.6 million in fiscal ~~2024~~2025 compared to $98.56 million in fiscal ~~2023~~2024.

Our subscriptions gross margin was 54% ~~and 55%~~ for fiscal ~~2024~~2025 and ~~2023, respectively~~2024.

Our professional services gross margin was down for fiscal ~~2024~~2025 to 2618% compared to 3026% for fiscal ~~2023~~2024 primarily driven by our lower revenue in fiscal ~~2024~~2025.

Research and Development

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Research and development	$	~~101~~97,~~420~~955		$	97101,~~982~~420		$	(3,~~438~~465	)		4-3	%
Percentage of revenue		16	%		1516	%

Research and development expenses were $101.4 million in fiscal 2024, a $3.4 million, or 4%, increase compared to $98.0 million in fiscal 2023. The increase was primarily due to a $2.6 million increase in stock-based compensation expense and $4.4 million in depreciation expense largely due to an increase in the amortization of capitalized software as compared to the prior year. These expenses were partially offset by the reduced spend of $2.1 million for consulting services and $1.4 million in personnel costs.44

Research and development expenses were $98.0 million in fiscal 2025, a $3.5 million, or 3%, decrease compared to $101.4 million in fiscal 2024. The decrease was primarily due to a $5.8 million decline in personnel costs due to higher research and development software capitalization, an increased mix of offshore resources as well as a $1.2 million reduction in consulting expenses compared to the prior year. These decreases were partially offset by a $2.1 million increase in depreciation expense mainly related to capitalized software costs and $1.0 million increase in share-based compensation expense.

Sales and Marketing

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Sales and marketing	$	8779,~~734~~304		$	87,~~960~~734		$	(~~226~~8,430	)		0-10	%
Percentage of revenue		1413	%		1314	%

Sales and marketing expenses were $8779.73 million in fiscal ~~2023~~2024, a $08.24 million decrease compared to $8887.07 million in fiscal ~~2023~~2024. The decrease was ~~primarily~~mostly driven by areductions of $62.16 million ~~decrease~~ in marketing ~~costs~~expenses, ~~related~~$1.9 tomillion ~~our~~in ~~rebranding~~bad ~~efforts~~debt expense, $1.6 million in ~~fiscal~~software ~~2023~~costs, $1.2 ~~These~~million ~~savings~~in ~~were~~personnel ~~partially~~costs ~~offset~~and by $31.40 million ofin ~~higher~~travel expenses ~~for~~when ~~allowance~~compared ~~for~~to ~~credit~~the ~~losses~~prior ~~and $2~~year.4 ~~million~~These ofdecreases ~~stock-based~~were ~~compensation~~partially ~~expenses~~offset inby ~~fiscal~~a ~~2024~~$1.0 ~~compared~~million toincrease ~~fiscal~~in ~~2023~~share-based compensation expense.

General and Administrative

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
General and administrative	$	~~108~~86,~~048~~199		$	88108,~~070~~048		$	19(21,~~978~~849	)		23-20	%
Percentage of revenue		1714	%		1417	%

General and administrative expenses were $~~108~~86.02 million in fiscal ~~2024~~2025, a $2021.08 million, or 2320%, ~~increase~~decrease compared to $88108.10 million in ~~the~~fiscal ~~prior year~~2024. The ~~increase~~decrease was mainly a result of the $17.8 million legal ~~settlements~~settlement in fiscal 2024 associated with the unfavorable ruling related to a 2014 contract between Kewill (a predecessor of BluJay) and a customer regarding Kewill's performance under the agreement as noted above. Additionally, ~~there~~we ~~was~~incurred alower spend for personnel costs of $24.6 million, ~~increase~~consulting inexpenses ~~personnel~~of ~~costs~~$5.2 ~~mainly~~million, ~~related~~depreciation toexpense ~~non-acquisition~~of ~~severance,~~$1.1 million and facilities costs of $2.63 million infor ~~increased~~such ~~consulting~~items ~~services~~as rent and ~~$1.8~~building ~~million~~maintenance ofdue ~~stock-based~~to ~~compensation~~office ~~expenses~~closures asresulting ~~compared~~from moving to ~~the~~a ~~prior~~more ~~year~~remote workforce. These ~~increases~~decreases ~~in expense~~ were partially offset by $314.50 million inof ~~lower~~higher ~~ROU~~share-based ~~asset~~compensation ~~impairments~~expense inwith ~~fiscal~~the ~~2024~~majority asof ~~compared~~the toincrease ~~fiscal~~related ~~2023.~~to ~~Additionally,~~awards wefor ~~recorded~~onboarding aour ~~$1.4~~Chief ~~million~~Executive ~~loss~~Officer on(CEO) ~~the~~when ~~disposition~~compared ofto athe ~~subsidiary~~prior ~~in February 2023~~year.

Other Operating Expenses

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025		February 2829, ~~2023~~2024		$ Change			% Change
Acquisition and other related expenses	$	24,~~080~~556	$	162,~~297~~080	$	~~(14~~2,~~217~~476	)	nm	~~-87~~	%
Amortization of acquired intangible assets		8051,~~276~~445		8280,~~812~~276		(228,~~536~~831	)		-336	%
Total other operating expenses	$	8256,~~356~~001	$	9982,~~109~~356	$	(1626,~~753~~355	)		-1732	%

Acquisition and other related expenses were $24.16 million in fiscal ~~2024~~2025, a $~~14.~~2.5 million, orincrease ~~87%, decrease~~ compared to $162.31 million in ~~the~~fiscal ~~prior year~~2024. The ~~decrease~~increase ~~was~~in ~~mainly related to legal and consulting~~ expenses ~~associated~~was ~~with~~a ~~the~~result ~~Logistyx~~of ~~Acquisition~~our ~~in fiscal 2023. In fiscal 2024, we recorded costs incurred related to the~~ strategic alternatives review announced in March 2024.

Amortization of acquired intangible assets was $8051.34 million in fiscal ~~2024~~2025, a $228.58 million, or 336%, decrease compared to $8280.83 million in fiscal ~~2023~~2024. The decrease in amortization expense was due to certain intangible assets being fully amortized.

Goodwill Impairment

Fiscal Year Ended

($ in thousands)

February 2928, ~~2024~~2025

February 2829, ~~2023~~2024

$ Change

% Change

Goodwill impairment

1614,~~097,741~~100

~~901~~1,~~566~~097,741

~~196~~(483,~~175~~641

)

22-44

As indicated above, ~~the~~goodwill ~~market~~impairment ~~price~~triggering ofevents ~~our~~occurred ~~Class A Common Stock and market capitalization declined significantly~~ during fiscal ~~2024~~2025 and ~~2023.~~2024 ~~These~~resulting ~~declines resulted~~ in usthe ~~determining~~performance ~~that~~of ~~triggering events occurred, and~~ goodwill impairment assessments ~~were performed~~. The result of the impairment assessments was the realization of a $614.1 million and $1,097.7 million impairment charge in fiscal ~~2024~~2025 and a2024, ~~$901~~respectively.~~6 million impairment charge in fiscal 2023.~~

Intangible Asset Impairment

The decline in our stock price and market capitalization was also a triggering event which resulted in indefinite-lived intangible asset impairment assessments. The result of the impairment assessments was the realization of a $34.0 million impairment charge in fiscal 2024. We did not have an impairment charge in fiscal 2023.


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change			% Change
Intangible asset impairment	$	18,500	$	34,000	$	(15,500	)		-46	%

As indicated above, indefinite-lived intangible asset triggering events occurred during fiscal 2025 and 2024 resulting in the performance of indefinite-lived intangible impairment assessments. The result of the impairment assessments was the realization of a $18.5 million and $34.0 million impairment charge in fiscal 2025 and 2024, respectively.

Interest and Other Expense, Net

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Interest and other expense, net	$	(~~102~~99,~~460~~343	)	$	(76102,~~831~~460	)	$	~~(25~~3,~~629~~117	)		33-3	%

Interest and other expense, net was $~~102~~99.53 million in fiscal ~~2024~~2025, a $253.61 million, or 333%, ~~increase~~decrease compared to $76102.85 million in fiscal ~~2023~~2024. The ~~increase~~decrease in interest and other expense, net was driven by ~~higher~~lower interest rates on our debt in fiscal 2025 and higher interest income from money market funds in fiscal 2025 compared to fiscal 2024, partially offset by higher realized exchange losses in fiscal 2025 compared to fiscal 2024.

Impairment of cost method investment

We regularly evaluate the carrying value of our investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. During the fourth quarter of fiscal 2025, we determined that there was substantial doubt about the private firm's ability to continue as a going concern. As a result, we determined that our investment had no value and should be fully impaired as of February 28, 2025. This resulted in a $5.5 million impairment. No impairments were previously taken related to this investment.

Gain (Loss) from Change in Tax Receivable Agreement

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025		February 2829, ~~2023~~2024			$ Change		% Change
Gain (loss) from change in tax receivable agreement liability	$	2,190	$	(2,886	)	$	5,076	nm
Gain from change in tax receivable agreement liability	$	5,565	$	2,190		$	3,375	nm

During fiscal ~~2024~~2025, we recorded a gain of $25.26 million related to the change in the fair value of the tax receivable agreement liability, including interest, compared to ~~a loss of~~ $2.92 million during fiscal ~~2023~~2024. 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 gain (loss) from change in tax receivable agreement liability in the Consolidated Statements of Operations in the period in which the event occurred.

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. During fiscal ~~2024~~2025 and ~~2023~~2024, the Tax Receivable Agreement applicable to this guidance increased by $21.21 million and $02.32 million, respectively.

Gain from Change in Fair Value of Warrant Liability

Fiscal Year Ended

($ in thousands)

February 2928, ~~2024~~2025

February 2829, ~~2023~~2024

$ Change

% Change

Gain from change in fair value of warrant liability

14,~~903~~131

3714,~~523~~903

(~~22,620~~772

)

-605

We recorded a gain of $14.9 million in fiscal 2024, a $22.6 million decrease compared to a gain of $37.5 million in fiscal 2023 for the change in fair value on the revaluation of our warrant liability associated with our warrants. This change in fair value was related to such items as the change in our stock price, the volatility of the stock price of our peer group, changes in the risk-free interest rate and expected exercise date of the warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the 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.46

50We recorded a gain of $14.1 million in fiscal 2025, a $0.8 million, or 5%, decrease compared to $14.9 million in fiscal 2024 for the change in fair value on the revaluation of our warrant liability associated with our warrants. This change in fair value was related to such items as the change in our stock price, the volatility of the stock price of our peer group, changes in the risk-free interest rate and expected exercise date of the warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the 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.

Gain from Change in Fair Value of Contingent Consideration

Fiscal Year Ended

($ in thousands)

February 2928, ~~2024~~2025

February 2829, ~~2023~~2024

$ Change

% Change

Gain from change in fair value of contingent consideration

1112,~~520~~900

1611,~~020~~520

(41,~~500~~380

)

~~-28~~12

We recorded a gain of $1112.59 million in fiscal ~~2024~~2025, a $41.54 million, ~~decrease~~or 12%, increase compared to ~~a gain of~~ $1611.05 million in fiscal ~~2023~~2024 for the change in fair value on the revaluation of our contingent consideration associated with our restricted B-2 common stock. This change in fair value was related to such items as the change in the volatility of the stock price of our peer group, changes in the risk-free interest rate and our expected stock price. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the 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.

Income Tax ~~Benefit~~Provision

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Loss before income taxes	$	(1724,~~267,455~~622	)	$	(~~970~~1,~~578~~267,455	)	$	~~(296~~542,~~877~~833	)		31-43	%
Income tax benefit		82,376			250,376			(168,000	)		-67	%
Income tax (expense) benefit		(1,163	)		82,376			(83,539	)	nm

The income tax ~~benefit~~expense was $821.42 million, or 60.52%, in fiscal ~~2024~~2025 compared to ~~$250.4~~an ~~million, or 25.8%, in fiscal 2023. The change in our effective tax rate is mainly due to $69.0 million of~~ income tax benefit, ~~net~~ of ~~a valuation allowance of~~ $~~178~~82.94 million, inor ~~fiscal~~6.5%, ~~2024 primarily as a result of the discrete impact from the goodwill impairments taken~~ in fiscal 2024. The ~~remainder of the~~ change in ~~our~~the ~~effective~~income tax ~~rate~~provision between periods was primarily due to ~~increases in valuation allowances in jurisdictions within which certain deferred tax assets are not being benefited as well as changes in~~ the ~~impact~~higher ofgoodwill ~~book income~~ and ~~losses~~indefinite-lived ofintangible ~~affiliates~~asset onimpairment ~~the~~charges ~~carrying amount of our partnership investment and changes~~ in ~~the~~fiscal ~~mark-to-market gains and losses on certain contingent liabilities~~2024.

A discussion regarding our financial condition and results of operations for the fiscal year ended February 2829, ~~2023~~2024 as compared to the fiscal year ended February 28, ~~2022~~2023 can be found in Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the fiscal year ended February 2829, ~~2023~~2024 filed with the SEC on ~~May~~April 129, ~~2023~~2024.

Non-GAAP Financial Measures

This document includes Non-GAAP ~~revenue, Non-GAAP subscriptions revenue, Non-GAAP~~ gross profit, Non-GAAP gross margin, EBITDA 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 as revenue and subscriptions revenue excluding the impact 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 EBITDA as net income or losses excluding interest income or expense, income tax expense or benefit, depreciation and amortization and Adjusted EBITDA as further adjusted for the following items: ~~amortization of the deferred revenue fair value adjustment,~~ goodwill impairment charge, indefinite-lived intangible asset impairment charge, impairment of cost method investment, right-of-use assets impairment charge, transaction-related costs, (gain) loss from change 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~~total revenue as additional measures to evaluate financial performance.

5147

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, litigation settlements, goodwill impairment charge, indefinite-lived intangible asset impairment charge, impairment of cost method investment and right-of-use assets impairment charge ~~and deferred revenue fair value adjustment~~), non-cash (for example, in the case of depreciation, amortization, (gain) loss from change in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration, and 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:

	Fiscal Year Ended
($ in thousands)	February 29, 2024		February 28, 2023		February 28, 2022
Subscriptions revenue	$	536,792	$	532,940	$	335,532
Business Combination adjustment (1)		—		—		53,564
Non-GAAP subscriptions revenue		536,792		532,940		389,096
Professional services and other revenue		97,762		119,275		90,029
Non-GAAP revenue	$	634,554	$	652,215	$	479,125

Includes the amortization of the fair value adjustment to the deferred revenue related to the purchase price allocation in the Business Combination. As of February 28, 2022, the remaining balance of the deferred revenue purchase price adjustment was $0.5 million which results in an immaterial amortized amount reported in the Consolidated Statements of Operations; therefore, an amount was not presented in fiscal 2023. The deferred revenue purchase price adjustment was fully amortized as of February 28, 2023.

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:

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			February 28, ~~2022~~2023
Gross profit
Reported gross profit	$	~~317~~299,~~691~~684		$	~~330~~317,~~283~~691		$	~~202~~330,~~585~~283
Business Combination adjustment (1)		—			—			53,564
Depreciation and amortization		110,123			114,943			114,075
Depreciation and amortization		114,943			114,075			84,921
Non-recurring/non-operating costs (1)		616			3,602			2,461
Non-recurring/non-operating costs (2)		3,602			2,461			1,613
Share-based compensation (2)		5,620			4,274			1,515
Share-based compensation (3)		4,274			1,515			1,294
Non-GAAP gross profit	$	416,043		$	440,510		$	448,334
Non-GAAP gross profit	$	440,510		$	448,334		$	343,977
Gross margin		49.3	%		50.1	%		50.6	%
Gross margin		50.1	%		50.6	%		47.6	%
Non-GAAP gross margin		68.5	%		69.4	%		68.7	%
Non-GAAP gross margin		69.4	%		68.7	%		71.8	%

(1)

~~Includes~~Primarily ~~the~~includes ~~fair~~other ~~value~~non-recurring ~~adjustment~~expenses tosuch ~~the~~as ~~deferred~~non-acquisition ~~revenue~~related severance related to ~~the~~cost ~~purchase~~reduction ~~price~~initiatives ~~allocation~~and inreorganizations, ~~the~~systems ~~Business Combination. As of February 28~~integrations, ~~2022~~consulting, ~~the~~advisory ~~remaining~~fees, ~~balance~~and ofexpenses ~~the~~related ~~deferred~~to ~~revenue~~retention ~~purchase price adjustment was $0.5 million which results in an immaterial amortized amount reported in the Consolidated Statements~~ of ~~Operations;~~key ~~therefore,~~employees anfrom ~~amount was not presented in fiscal 2023~~acquisitions. ~~The deferred revenue purchase price adjustment was fully amortized as of February 28, 2023.~~

(2)

Primarily includes other non-recurring expenses such as non-acquisition related severance, systems integrations, consulting, advisory fees, and expenses related to retention of key employees from acquisitions.

Reflects non-cash, long-term share-based compensation expense.

5248

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

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			February 28, ~~2022~~2023
Net loss	$	(1725,~~185,079~~785	)	$	(~~720~~1,~~202~~185,079	)	$	(~~189~~720,~~914~~202	)
Adjustments:
Interest expense, net		9894,~~555~~409			7398,~~793~~555			3273,~~610~~793
Income tax benefit		(82,376	)		(250,376	)		(30,050	)
Income tax expense (benefit)		1,163			(82,376	)		(250,376	)
Depreciation and amortization		~~214~~181,~~727~~975			~~213~~214,~~260~~727			~~142~~213,~~609~~260
EBITDA		(~~954~~448,~~173~~238	)		(~~683~~954,~~525~~173	)		(44683,~~745~~525	)
EBITDA Margin		-~~150~~73.48	%		-~~104~~150.84	%		-10104.58	%
Business Combination adjustment (1)		—			—			53,564
Goodwill impairment charge (1)		614,100			1,097,741			901,566
Goodwill impairment charge (2)		1,097,741			901,566			—
Intangible asset impairment charge (2)		18,500			34,000			—
Intangible asset impairment charge (3)		34,000			—			—
Impairment of cost method investment (3)		5,500			—			—
Right-of-use assets impairment charge (4)		~~659~~576			~~4,137~~659			—4,137
Loss on disposition		—			~~1,400~~—			—1,400
Acquisition-related adjustments (5)		24,~~080~~556			162,~~297~~080			6416,~~360~~297
(Gain) loss from change in tax receivable agreement liability (6)		(2,190	)		2,886			154
Gain from change in tax receivable agreement liability (6)		(5,565	)		(2,190	)		2,886
Gain from change in fair value of warrant liability (7)		(14,~~903~~131	)		(3714,~~523~~903	)		(137,~~633~~523	)
(Gain) loss from change in fair value of contingent consideration (8)		(11,520	)		(16,020	)		69,760
Gain from change in fair value of contingent consideration (8)		(12,900	)		(11,520	)		(16,020	)
Non-recurring/non-operating costs (9)		238,~~702~~615			1023,~~154~~702			910,~~726~~154
Legal settlement (10)		~~17,750~~—			—17,750			—
Share-based compensation (11)		2744,~~187~~469			1727,~~758~~187			1117,~~293~~758
Adjusted EBITDA	$	~~220~~215,~~333~~482		$	~~217~~220,~~130~~333		$	~~162~~217,~~479~~130
Adjusted EBITDA Margin		3435.75	%		3334.37	%		33.93	%

(1)

~~Includes~~Represents the ~~fair~~goodwill ~~value~~impairment ~~adjustment~~taken ~~to deferred revenue related to the purchase price allocation~~ in the ~~Business~~third ~~Combination.~~and Asfourth quarters of ~~February~~fiscal 282025, ~~2023,~~first ~~the~~and ~~remaining~~third ~~balance~~quarters of ~~the~~fiscal ~~deferred~~2024 ~~revenue~~and ~~purchase~~second ~~price~~and ~~adjustment~~fourth ~~was~~quarters ~~$0.5 million which results in an immaterial amortized amount reported in the Consolidated Statements~~ of ~~Operations; therefore, an amount was not presented in~~ fiscal 2023. ~~The deferred revenue purchase price adjustment was fully amortized as of February 28, 2023.~~

(2)

Represents the ~~goodwill~~indefinite-lived trademark / trade name impairment taken in the ~~first~~third and ~~third~~fourth quarters of fiscal ~~2024~~2025 and ~~second~~first and ~~fourth~~third quarters of fiscal ~~2023~~2024.

(3)

Represents the ~~indefinite-lived trademark/ trade name~~ impairment taken in the ~~first~~fourth ~~and third~~ quarter of fiscal ~~2024~~2025 on our cost method investment.

(4)

Represents the impairment onof our operating lease ROU assets and leasehold improvements due to vacating certain facilities.

(5)

Primarily includes advisory, consulting, accounting and legal expenses and severance incurred in connection with mergers and acquisitions activities, including related valuation, negotiation and integration costs and capital-raising activities, related to the ~~Business~~acquisition ~~Combination, acquisitions~~ of ~~BluJay and~~ Logistyx and the strategic review.

(6)

Represents the fair value adjustment at each balance sheet date for the Tax Receivable Agreement along with the associated interest.

(7)

Represents the fair value adjustment at each balance sheet date of the warrant liability related to our warrants.

(8)

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 and~~ Series ~~1 and~~ 2 RCUs. ~~The Series B-1 common stock, Sponsor Side Letter and Series 1 RCUs were automatically converted into our Class A Common Stock on a one-to-one basis as of June 8, 2021.~~

(9)

Primarily includes ~~other~~ non-recurring expenses such as non-acquisition severance related ~~severance~~to cost reduction initiatives, reorganizations and executive transition costs; foreign currency transaction gains and losses,; ~~systems~~system integrations, legal entity rationalization, ~~expenses related to retention of key employees from acquisitions~~ and non-recurring consulting and advisory fees.

(10)

Represents the $17.8 million litigation settlement for the unfavorable arbitration ruling related to the Kewill customer case.

(11)

Reflects non-cash, long-term share-based compensation expense.

5349

Fiscal Year Ended February 2928, ~~2024~~2025 Compared to Fiscal Year Ended February 2829, ~~2023~~2024

Non-GAAP Subscriptions Revenue

	Fiscal Year Ended
($ in thousands)	February 29, 2024			February 28, 2023			$ Change		% Change
Non-GAAP subscriptions revenue	$	536,792		$	532,940		$	3,852		1	%
Percentage of Non-GAAP revenue		85	%		82	%

Non-GAAP subscriptions revenue was $536.8 million for the fiscal year ended February 29, 2024, a $3.9 million, or 1%, increase compared to $532.9 million for the fiscal year ended February 28, 2023. The increase in Non-GAAP subscriptions revenue was due to price increases on renewals and new organic subscription sales predominantly driven by increases in products utilized across our current client portfolio, partially offset by churn. Compared to our double-digit historical growth rate, our growth rate has slowed during fiscal 2024 due to lower than anticipated bookings, lower revenue from tiered contracts, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors.

Non-GAAP Revenue

	Fiscal Year Ended
($ in thousands)	February 29, 2024		February 28, 2023		$ Change			% Change
Non-GAAP revenue	$	634,554	$	652,215	$	(17,661	)		-3	%

Non-GAAP revenue was $634.6 million for the fiscal year ended February 29, 2024, a $17.7 million, or 3%, decrease compared to $652.2 million for the fiscal year ended February 28, 2023. The decrease in Non-GAAP revenue was mainly due to the $3.9 million increase in our subscriptions revenue offset by the $21.5 million decrease in our professional services and other revenue. The decrease in professional services and other revenue was due to macroeconomic impacts primarily in the technology, freight and transportation sectors, a decline in perpetual license fees and lower than anticipated order volume.

Gross Profit

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Gross profit	$	~~317~~299,~~691~~684		$	~~330~~317,~~283~~691		$	(1218,~~592~~007	)		-46	%
Gross margin		5049.13	%		50.61	%

Gross profit was $~~317~~299.7 million for the fiscal year ended February 2928, ~~2024~~2025, a $1218.60 million, or 46%, decrease compared to $~~330~~317.37 million for the fiscal year ended February 2829, ~~2023~~2024. Subscriptions gross profit was down 12% while professional services and other gross profit was down 3045%. Gross margin was 49% and 50% for fiscal ~~2024~~2025 ~~compared~~and to2024, ~~51% for fiscal 2023~~respectively.

Non-GAAP Gross Profit

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Non-GAAP gross profit	$	~~440~~416,~~510~~043		$	~~448~~440,~~334~~510		$	(724,~~824~~467	)		-26	%
Non-GAAP gross margin		6968.45	%		6869.74	%

Non-GAAP gross profit was $~~440~~416.50 million for the fiscal year ended February 2928, ~~2024~~2025, a $724.85 million, or 26%, decrease compared to $~~448~~440.35 million for the fiscal year ended February 2829, ~~2023~~2024. The decrease in Non-GAAP gross profit was ~~driven~~primarily bydue to a ~~decrease~~decline in ~~professional~~total ~~services~~revenue as well as $4.8 million in higher software costs and ~~other~~$2.1 million in additional hosting expenses in subscription costs of revenue. These decreases in Non-GAAP gross profit, were partially offset by an$7.4 ~~increase~~million in ~~subscriptions~~lower ~~Non-GAAP~~personnel ~~gross profit~~costs. The Non-GAAP gross margin was ~~steady at~~ 69% for fiscal ~~2024~~2025 and ~~2023~~2024.

EBITDA

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
EBITDA	$	(~~954~~448,~~173~~238	)	$	(~~683~~954,~~525~~173	)	$	~~(270~~505,~~648~~935	)		40-53	%
EBITDA margin		-~~150~~73.48	%		-~~104~~150.84	%

54EBITDA was a negative $448.2 million for fiscal 2025, a $505.9 million increase compared to a negative $954.2 million for fiscal 2024. EBITDA margin was a negative 74% for fiscal 2025 compared to a negative 150% for fiscal 2024. The increase in EBITDA and EBITDA margins was primarily related to the reduction in the impairment on goodwill of $483.6 million and indefinite-lived intangible asset impairment of $15.5 million between fiscal 2025 and 2024. We also incurred a $17.8 million litigation settlement for the unfavorable arbitration ruling related to the Kewill customer case in fiscal 2024. Additionally, there was a $17.3 million increase in share-based compensation expense between periods mainly related to awards for onboarding our CEO. These increases were partially offset by the decrease in gross profit.

EBITDA was a negative $954.2 million for fiscal 2024, a $270.6 million increase compared to a negative $683.5 million for fiscal 2023. EBITDA margin was a negative 150% for fiscal 2024 compared to a negative 105% for fiscal 2023. The decrease in EBITDA and EBITDA margins was primarily related to the $196.2 million higher impairment on goodwill, $34.0 million impairment on indefinite-lived intangible assets in fiscal 2024, $17.8 million expense for the unfavorable arbitration ruling related to the Kewill customer case, a decrease of $22.6 million for the fair value adjustment for the warrant liability and a decrease in the gain of $4.5 million associated with the fair value adjustment for the contingent consideration liability related to the restricted Series B-2 common stock between periods. Partially offsetting these reductions was a decrease of $14.2 million of acquisition-related expenses between periods.

Adjusted EBITDA

	Fiscal Year Ended
($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			$ Change			% Change
Adjusted EBITDA	$	~~220~~215,~~333~~482		$	~~217~~220,~~130~~333		$	3(4,~~203~~851	)		1-2	%
Adjusted EBITDA margin		3435.75	%		3334.37	%

Adjusted EBITDA was $~~220~~215.35 million for fiscal ~~2024~~2025, a $34.29 million, or 12%, ~~increase~~decrease compared to $~~217~~220.13 million for fiscal ~~2023~~2024. Adjusted EBITDA margin was 3536% for fiscal ~~2024~~2025 compared to 3335% for fiscal ~~2023~~2024. The ~~increase~~decrease in Adjusted EBITDA ~~and Adjusted EBITDA margin~~ was primarily a result of lower ~~operating~~revenue ~~expenses~~and ~~comprised~~gross ~~of $4.0 million in personnel costs~~profit, ~~$3.6 million in spend for consulting expenses and $5.6 million in marketing expenses due to the rebranding efforts in fiscal 2023. These savings were~~ partially offset by ~~$3.3~~lower ~~million~~operating ~~of higher expense for allowance for credit losses in sales and marketing~~ expenses ~~and lower non-GAAP gross profit~~ compared to the prior ~~periods~~year.

A discussion regarding our non-GAAP financial measures for the fiscal year ended February 2829, ~~2023~~2024 as compared to the fiscal year ended February 28, ~~2022~~2023 can be found under the heading Non-GAAP Financial Measures in Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the fiscal year ended February 2829, ~~2023~~2024 filed with the SEC on ~~May~~April 129, ~~2023~~2024.

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 $~~134~~197.54 million in cash and cash equivalents and $155.0 million of unused borrowing capacity under our 2021 Revolving Credit Facility as of February 2928, ~~2024~~2025. See Note 13, Notes Payable to the Notes to the Consolidated Financial Statements. We believe our existing cash and cash equivalents, cash provided by operating activities and, if necessary, the borrowing capacity under our 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.

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

In February 2021, E2open, LLC, our subsidiary, entered into the Credit Agreement which provided for the $525.0 million term loan (2021 Term Loan) and a $75.0 million revolver (2021 Revolving Credit Facility). In September 2021, the Credit Agreement was amended to include a $380.0 million incremental term loan, an increase in the letter of credit sublimit from $15.0 million to $30.0 million and an increase in the 2021 Revolving Credit Facility from $75.0 million to $155.0 million. In April 2022, the Credit Agreement was amended to include a $190.0 million incremental term loan bringing our total borrowing under term loans to $1,095.0 million.

55The 2021 Revolving Credit Facility will mature on February 4, 2026. E2open, LLC can request increases in the revolving commitments and additional term loan facilities, in minimum amounts of $2.0 million for each facility. Principal payments are due on the Credit Agreement the last day of February, May, August and November. The Credit Agreement is payable in quarterly installments of $2.7 million. The Credit Agreement is payable in full on February 4, 2028.

~~The~~On ~~2021~~April ~~Revolving~~18, ~~Credit Facility will mature on February 4~~2025, ~~2026.~~ E2open, LLC ~~can~~signed ~~request~~an ~~increases~~amendment into the ~~revolving~~Credit ~~commitments~~Agreement ~~and~~to ~~additional~~extend ~~term~~the ~~loan~~maturity ~~facilities,~~date ~~in minimum amounts~~ of ~~$2.0~~the ~~million~~2021 ~~for~~Revolving ~~each facility. Principal payments are due on the~~ Credit ~~Agreement~~Facility ~~the~~to ~~last day of~~ February, ~~May~~4, ~~August~~2028 ~~and~~to ~~November~~coincide ~~commencing~~with ~~August~~the ~~2021.~~maturity ~~The~~date ~~Credit Agreement was payable in quarterly installments~~ of ~~$1.3~~the ~~million beginning in August~~ 2021; ~~however,~~Term ~~the payments were increased to $2~~Loan.3 ~~million~~Additionally, ~~with~~ the ~~addition~~availability ofunder the ~~incremental term loan beginning in November~~ 2021. ~~The~~Revolving ~~payment~~Credit ~~increased~~Facility todecreased from $2155.70 million ~~with~~to ~~the addition of the~~ $~~190~~123.08 million ~~incremental term loan beginning in May 2022~~. ~~The Credit Agreement is payable in full on February 4, 2028.~~

The 2021 Term Loan has a variable interest rate resulting in an interest rate of 87.9594% and 8.0895% as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively, which was based on SOFR plus 350 basis points and LIBOR plus 350 basis points, respectively. As of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, the 2021 Term Loan had a principal balance outstanding of $1,~~067~~056.23 million and $1,~~078~~067.2 million, respectively. There were no outstanding borrowings, no outstanding letters of credit and $155.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024.

The average interest rate on our 2021 Term Loan was impacted by changes in market interest rates, which was attributed to the Federal Open Market Committee (FOMC) of the Federal Reserve raising their target benchmark interest rate, resulting in an increase of 75 basis points between March 2023 and February 2024. Based on our current outstanding 2021 Term Loan as of February 29, 2024, this increase would result in an additional $8.0 million of interest expense per year.

Beginning in March 2023, we entered into zero-cost interest rate collars to reduce our exposure to the variability of our interest rate associated with our outstanding debt. By keeping interest rates within the executed bands, or caps and floors, of the collars, we are able to reduce exposure to the interest rate risk. Effective March 31, 2023, we entered into an interest rate collar with a notional amount of $200.0 million and a maturity date of March 31, 2026. The executed cap was 4.75% and the floor was 2.57%. Effective April 6, 2023, an additional interest rate collar was executed with a notional amount of $100.0 million and a maturity date of March 31, 2026. The executed cap was 4.50% and the floor was 2.56%.

The principal payment obligations under our notes payable as of February 2928, ~~2024~~2025 were: $11.3 million for fiscal ~~2025, $11.3 million for fiscal~~ 2026, $11.1 million for fiscal 2027 and $1,034.4 million for fiscal 2028.

Cash Flows

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

Fiscal Year Ended

($ in thousands)

February 2928, ~~2024~~2025

February 2829, ~~2023~~2024

February 28, ~~2022~~2023

Net cash provided by operating activities

8499,~~871~~137

6884,~~098~~871

5168,~~154~~098

Net cash used in investing activities

(2925,~~252~~201

)

(~~228~~29,~~729~~252

)

(~~808~~228,~~508~~729

)

Net cash (used in) provided by financing activities

(1412,~~020~~991

)

90(14,~~435~~020

)

~~710~~90,~~708~~435

Effect of exchange rate changes on cash and cash equivalents

32,~~097~~152

~~(16~~3,097

)

~~13,658~~(16

)

Net increase (decrease) in cash, cash equivalents and restricted cash

4463,~~696~~097

~~(70~~44,~~212~~696

)

(3270,~~988~~212

)

Cash, cash equivalents and restricted cash at beginning of year

~~104~~149,~~342~~038

~~174~~104,~~554~~342

~~207~~174,~~542~~554

Cash, cash equivalents and restricted cash at end of year

~~149~~212,~~038~~135

~~104~~149,~~342~~038

~~174~~104,~~554~~342

Fiscal Year Ended February 2928, ~~2024~~2025 Compared to Fiscal Year Ended February 2829, ~~2023~~2024

As of February 2928, ~~2024~~2025, our consolidated cash, cash equivalents and restricted cash was $~~149~~212.01 million, a $4463.71 million increase from our balance of $~~104~~149.30 million as of February 2829, ~~2023~~2024.

Net cash provided by operating activities for fiscal ~~2024~~2025 was $8499.91 million compared to $6884.19 million for fiscal ~~2023~~2024. The $1614.82 million increase in cash was primarily driven by ~~less~~more cash ~~used~~provided ~~for~~by ~~consulting and acquisition-related expenses in fiscal 2024 and less cash used for~~ working capital items in fiscal ~~2024~~2025 for such items as the following:

•

an increase in cash ~~provided~~collected byon accounts receivable; and

•

partially offset by an increase in ~~restricted~~ cash ~~from~~used ~~channel~~in ~~client~~accounts ~~deposits;~~payable and accrued liabilities which includes items such as accrued compensation, trade accounts payable, accrued professional services and the current portion of the Tax Receivable Agreement liability.

~~decrease~~Net cash used in ~~the~~investing ~~use~~activities ofwas ~~cash~~$25.2 million and $29.3 million for ~~accounts~~fiscal ~~payable~~2025 and ~~accrued~~2024, ~~liabilities~~respectively, which ~~includes~~represented ~~items~~cash ~~such~~used asfor ~~accrued~~capitalized ~~compensation,~~software ~~accrued~~development ~~interest,~~costs ~~trade~~and ~~accounts~~acquisition ~~payable~~of software and ~~litigation~~property ~~settlements;~~related ~~and~~to our data centers.

~~offset~~Net by cash used in financing activities was $13.0 million and $14.0 million for ~~prepaid~~fiscal ~~expenses~~2025 and ~~other~~2024, ~~current~~respectively. ~~assets~~Payments ~~for~~under ~~such~~the ~~items~~2021 asTerm ~~deferred~~Loan ~~commissions~~were ~~and~~consistent ~~security~~between ~~deposits~~periods at $11.0 million. Additionally, we paid $0.9 million in additional finance lease payments in fiscal 2024 than in fiscal 2025.

56A discussion regarding our cash flows for the fiscal year ended February 29, 2024 as compared to the fiscal year ended February 28, 2023 can be found under the heading Cash Flows in Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on April 29, 2024.

Net cash used in investing activities was $29.3 million and $228.7 million for fiscal 2024 and 2023, respectively. During fiscal 2024 and 2023, $29.3 million and $48.1 million was primarily used for the acquisition of software and property related to our data centers, respectively. Additionally, during fiscal 2023, net cash of $179.2 million was used for the Logistyx Acquisition and $3.0 million was used for a minority investment in a private firm during the first quarter of fiscal 2023.

Net cash used in financing activities for fiscal 2024 was $14.0 million compared to net cash provided by financing activities of $90.4 million for fiscal 2023. The decrease in cash provided by financing activities was primarily due to following:

we received a $190.0 million incremental term loan for the Logistyx Acquisition and $25.0 million under the 2021 Revolving Credit Facility in fiscal 2023;

in fiscal 2023, we repaid $105.0 million under the 2021 Revolving Credit Facility;

during fiscal 2023, we repaid $4.8 million in debt issuance costs related to the $190.0 million term loan; and

the repayments under the 2021 Term Loan were consistent between periods.

A discussion regarding our cash flows for the fiscal year ended February 28, 2023 as compared to the fiscal year ended February 28, 2022 can be found under the heading Cash Flows in Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the fiscal year ended February 28, 2023 filed with the SEC on May 1, 2023.

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. The Tax Receivable Agreement provides for the payment by the Company of 85% of certain tax benefits that are realized or deemed realized as a result of increases in tax, utilization of pre-existing tax attributes of certain sellers and realization of additional 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 the cash tax 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. WeDuring ~~have~~the ~~not~~year ~~made~~ended ~~any~~February 28, 2025, we paid $1.8 million to Tax Receivable Agreement ~~payments~~holders toof E2open Holdings. We did not make any payments to Tax Receivable Agreement holders of E2open Holdings asprior ofto ~~February~~fiscal ~~29, 2024~~2025.

The liability related to the Tax Receivable Agreement was $69.7 million as of February 29, 2024 and February 28, 2023, assuming (1) a corporate tax rate of 23.7% and 24.2% as of February 29, 2024 and February 28, 2023, respectively, (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, (e) changes in the tax law and (f) changes in the discount rate, the likely tax savings we will realize and the resulting amounts we are likely to pay to the selling equity holders of E2open Holdings pursuant to the Tax Receivable Agreement are uncertain. Interest accrued on the portion of the Tax Receivable Agreement liability recorded under ASC 805 at a rate of LIBOR plus 100 basis points through June 30, 2023. Beginning July 1, 2023, interest accrues at SOFR plus the applicable spread for the quarter. The portion of the Tax Receivable Agreement liability under ASC 450 is recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.52

The liability related to the Tax Receivable Agreement was $63.4 million and $69.7 million as of February 28, 2025 and February 29, 2024, assuming (1) a corporate tax rate of 23.8% and 23.7% as of February 28, 2025 and February 29, 2024, respectively, (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, (e) changes in the tax law and (f) changes in the discount rate, the likely tax savings we will realize and the resulting amounts we are likely to pay to the selling equity holders of E2open Holdings pursuant to the Tax Receivable Agreement are uncertain. Interest accrued on the portion of the Tax Receivable Agreement liability recorded under ASC 805 at a rate of LIBOR plus 100 basis points through June 30, 2023. Beginning July 1, 2023, interest will accrue at SOFR plus the applicable spread for the quarter. The portion of the Tax Receivable Agreement liability under ASC 450 is recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.

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 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 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 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.

As of February 28, 2025 and February 29, 2024, we had a current Tax Receivable Agreement liability of $4.2 million and $1.8 million which was recorded in accounts payable and accrued liabilities on the Consolidated Balance Sheets. The determination of current and long-term is based on management's estimate of taxable income for the fiscal year and the determination that a Tax Receivable Agreement liability payment is due and payable within the next twelve months. To the extent the estimate differs from actual results, a reclass may be required for portions of the Tax Receivable Agreement liability between current and long-term.

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 by us 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.~~

Under the Tax Receivable Agreement, future ~~gross~~ payments calculated as of February 2928, ~~2024~~2025 are estimated to be: $64.82 million in fiscal ~~2025~~2026, $82.2 million in fiscal ~~2026~~2027, $8.3.2 million in fiscal ~~2027~~2028, $92.43 million in fiscal ~~2028~~2029, $102.4 million in fiscal ~~2029~~2030 and $69100.24 million thereafter.

Warrant Liability

As of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, there were an aggregate of 29,079,872 warrants outstanding. Each warrant entitles its ~~holders~~holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share. The warrants are recorded as a liability in warrant liability on the Consolidated Balance Sheets with a balance of $140.76 million and $2914.67 million as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. During the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023 ~~and 2022~~, a gain of $14.91 million, $3714.59 million and $137.65 million was recognized in gain from change in fair value of the warrant liability in the Consolidated Statements of Operations, respectively. ~~During the fiscal year ended February 28, 2022, 100 warrants were exercised with a total exercise price of $1,150.~~

Conversion of Contingent Consideration

The contingent consideration liability was $185.01 million and $2918.50 million as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. The fair value remeasurements resulted in a gain of $1112.59 million, ~~and~~ $1611.05 million and ~~a loss of~~ $6916.80 million for the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023 ~~and 2022~~, respectively. The contingent liability represents the Series B-~~1 common stock, Series B-~~2 common stock, ~~Series 1 RCUs~~ and Series 2 RCUs.

As of June 8, 2021, the Series B-1 common stock and Series 1 RCUs were no longer reflected as a contingent consideration liability as the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share. This triggering event resulted in the 8,120,273 Series B-1 common stock converting into Class A Common Stock and 4,379,557 Series 1 RCUs becoming 4,379,557 Common Units of E2open Holdings along with entitling the holders of the newly vested Common Units to 4,379,557 shares of Class V Common Stock.53

Leases

We account for leases in accordance with ASC 842, Leases, which requires lessees to recognize lease liabilities and 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.

Our non-cancelable operating leases for our office spaces have various expiration dates through ~~June~~September ~~2030~~2031. Under these leases, our undiscounted future cash flows utilized in the calculation of the lease liabilities as of February 2928, ~~2024~~2025 were: $87.93 million for fiscal ~~2025~~2026, $75.18 million for fiscal ~~2026~~2027, $53.82 million for fiscal ~~2027~~2028, $31.54 million for fiscal ~~2028,~~2029 and $10.68 million for fiscal ~~2029~~2030 and $10.57 million thereafter. These numbers include interest of $32.72 million.

58Our non-cancelable financing lease arrangements relate to software and computer equipment and have various expiration dates through November 2028. 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 February 28, 2025 were: $2.4 million for fiscal 2026, $1.9 million for fiscal 2027, $1.0 million for fiscal 2028 and $0.6 million for fiscal 2029. These numbers include interest of $0.6 million.

~~Our~~Global ~~non-cancelable~~Business ~~financing~~Services lease arrangements relate to software and computer equipment and have various expiration dates through November 2028. 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 February 29, 2024 were: $1.8 million for fiscal 2025, $1.7 million for fiscal 2026, $1.1 million for fiscal 2027, $0.7 million for fiscal 2028 and $0.6 million for fiscal 2029. These numbers include interest of $0.8 million.Agreement

On December 27, 2024, we entered into a Master Service Agreement (MSA) with a third party which will provide certain business services, transformation advisory services and digital solutions for us in an effort to drive long-term transformation and efficiencies for our internal processes. The term of the agreement is seven years. The MSA can be terminated after twelve months with at least 180-days’ notice and payment of the applicable termination fee, which can range from $2.5 million to $17.0 million depending upon reason and timing of the termination.

Critical Accounting Policies and Estimates

Our 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.

Revenue Recognition

Subscriptions revenue, which primarily consists of fees to provide clients cloud-based access to our solution, is recognized ratably over the life of the contract. Subscriptions revenue includes logistics as a service which employs logistics professionals to manage a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers. Typically, amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Transaction-related revenue is recognized as the transactions occur.

Professional services and other revenue is derived primarily from fees for enabling services, including solution consulting and solution deployment. These services are ~~often~~ sold in conjunction with the sale of our solutions. We provide professional services primarily on a time and materials basis, but sometimes on a fixed fee basis. Professional services revenue is recognized as the services are provided. For services that are contracted at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on time and materials or prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended and milestones completed) are considered a faithful depiction of our efforts to satisfy services contracts as they represent the performance obligation consumed by the client and performed by us, and therefore reflect the transfer of services to a client under such contracts.

If our estimate of the total hours required for a performance obligation at a fixed price is inaccurate, then our revenue recognition timing will be impacted as labor hours as a percentage of total estimated hours will be adjusted at the end of the contract resulting in additional or reduced revenue recognized, as needed, to account for the change in hours. We adjust our estimated total hours and the appropriate revenue recognition each month. Any adjustments should not have a material impact to our financial condition and results of operations. Other revenue primarily includes perpetual license fees, which are recognized upon delivery to the client.

We enter into arrangements with multiple performance obligations, comprising of subscriptions and professional services. Arrangements with clients typically do not provide the client with the right to take possession of the software supporting the on-demand solutions. We primarily account for subscriptions and professional services revenue as separate units of accounting and allocate revenue to each deliverable in an arrangement based on a standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation. We evaluate the standalone selling price for each element by considering prices we charge for similar offerings, size of the order and historical pricing practices. If our judgment is incorrect for a particular item within an arrangement, the timing of our revenue could be impacted between periods such that we would recognize revenue in a different period than we would have if a different judgment had been used; however, the revenue for the full arrangement would have the same result.

Deferred revenue from subscriptions represents amounts collected from, or invoiced to, clients in advance of earning subscriptions revenue. Typically, we bill our subscriptions fees in advance of providing the service. Deferred revenue from professional services represents revenue for time and material contracts where the revenue is recognized when milestones are achieved and accepted by the client for fixed price contracts.

Share-Based Compensation

We measure and recognize compensation expense for all share-based awards at fair value over the requisite service period. We use the Black-Scholes option pricing model or Monte Carlo simulation model to determine the grant date fair value of options. The input variables for the Black-Scholes model or Monte Carlo simulation model are the expected life of the option, volatility of our peer group and our common stock, risk free rate of return and expected dividend yield. For restricted stock grants and certain performance-based awards, fair value is determined as the average price of our Class A Common Stock on the date of grant. Certain performance-based awards with a market condition are calculated using the Monte Carlo simulation model. The determination of fair value of share-based awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on historical and expected future volatility of our Class A Common Stock. We have not historically issued any dividends and do not expect to in the future.

For performance-based awards where the number of shares includes a modifier to determine the number of shares earned at the end of the performance period, the number of shares earned will depend on which range the performance attribute falls within over the performance period. The performance attributes have been revenue growth, bookings and Adjusted EBITDA or a combination thereof. The performance-based awards with a market condition are based on the closing price of our stock for 20 days out of 30 consecutive trading days during the three-year performance period. The fair value of the performance-based shares with performance attributes is determined using an intrinsic value model or Monte Carlo simulation model. In the period it becomes probable that the minimum threshold specified in the performance-based award will be achieved, we will recognize expense for the proportionate share of the total fair value of the award related to the vesting period that has already lapsed. The remaining fair value of the award is expensed on an accelerated attribution method over the balance of the vesting period as the awards vest in increments. If we determine that it is no longer probable that we will achieve the minimum performance threshold specified in the award, all of the previously recognized compensation expense will be reversed in the period such determination is made.

We do not estimate forfeitures; therefore, we record compensation costs for all awards and record forfeitures as they occur.

If factors change and we employ different assumptions in the determination of the fair value of grants in future periods, the related compensation expense that we record may differ significantly from what we have recorded in the current or past periods.

Refer to Note 2423, Share-Based Compensation in the Notes to the Consolidated Financial Statements for further discussion of our share-based compensation plans.

Tax Receivable Agreement Liability

E2open Holdings entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires E2open to pay 85% of the tax savings that are realized because of increases in the tax basis in E2open Holdings' assets. This increase is either from the sale or exchange of Common Units for shares of Class A Common Stock or cash, as well as from tax benefits attributable to payments under the Tax Receivable Agreement. E2open will retain the benefit of the remaining 15% of the cash savings.

We 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 pursuant to ASC 805 and relevant tax laws. The Tax Receivable Agreement liability is 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 Consolidated Statements of Operations. Interest accrued on the portion of the Tax Receivable Agreement liability recorded under ASC 805 at a rate of LIBOR plus 100 basis points through June 30, 2023. Beginning July 1, 2023, interest accrues at SOFR plus the applicable spread for the quarter. The portion of the Tax Receivable Agreement liability under ASC 450, Contingencies, is recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.55

We 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 pursuant to ASC 805 and relevant tax laws. The Tax Receivable Agreement liability is 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 Consolidated Statements of Operations. Interest accrued on the portion of the Tax Receivable Agreement liability recorded under ASC 805 at a rate of LIBOR plus 100 basis points through June 30, 2023. Beginning July 1, 2023, interest will accrue at SOFR plus the applicable spread for the quarter. The portion of the Tax Receivable Agreement liability under ASC 450, Contingencies, is recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.

We now have a current Tax Receivable Agreement liability which is recorded in accounts payable and accrued liabilities on the Consolidated Balance Sheets. The determination of current and long-term is based on management's estimate of taxable income for the fiscal year and the determination that a Tax Receivable Agreement liability payment is due and payable within the next twelve months. To the extent the estimate differs from actual results, a reclass may be required for portions of the Tax Receivable Agreement liability between current and long-term.

The calculation of the Tax Receivable Agreement liability includes a significant amount of judgment related to the timing and amount of Common Units sold or exchanged for shares of Class A Common Stock or cash, forecasted operating results of E2open, anticipated interest rates used to accrue interest on the liability and the estimated discount rate used in the present value calculation. If our assumptions change or we experience significant volatility in our operating results forecast, the fair value calculated from one balance sheet period to the next could be materially different.

Warrant Liability

We ~~have~~had public and private placement warrants as well as warrants available under the Forward Purchase Agreement. We classify as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement). We classify as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside our control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

For equity-linked contracts that are classified as liabilities, we record the fair value of the equity-linked contract at each balance sheet date and record the change in the Consolidated Statements of Operations as a gain (loss) from change in fair value of warrant liability. Our public warrant liability is valued using the binomial lattice pricing model. Our 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. Our 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 rate, expiration dates and risk-free rates.

The estimates used to calculate the fair value of our warrant liability changes at each balance sheet date are based on our stock price and other assumptions described above. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

On March 24, 2025, the staff of the NYSE Regulation determined to commence proceedings to delist our warrants, ticker symbol "ETWO-WT," from trading on the NYSE pursuant to Section 802.01D of the Listed Company Manual due to minimum trading price requirements and trading of these warrants was immediately suspended. Our warrants have an exercise price of $11.50 and expire in February 2026. As of March 25, 2025, our warrants began trading on the OTC Markets under the ticker symbol OTC:ETWOW. As a result, any over-the-counter market quotes reflect inter-dealer prices without retail mark-ups, mark-downs or commissions and may not represent actual transactions.

Contingent Consideration

The contingent consideration liability is due to the issuance of ~~the two tranches of~~ restricted ~~Series~~ B-~~1 and B-~~2 common stock and Series ~~1 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.

In June 2021, the restricted Series B-1 common stock automatically converted into our Class A Common Stock on a one-to-one basis and the Series 1 RCUs automatically converted into Common Units of E2open Holdings.56

These restricted shares and Common Units are treated as a contingent consideration liability under ASC 805 and valued at fair market value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. Our contingent consideration is valued using a Monte Carlo simulation model. The assumptions used in preparing this model includes estimates such as volatility, contractual terms, discount rates, dividend rates, dividend yield and risk-free interest rates. Any change in the fair value of the restricted shares and Common Units from the remeasurement will be recorded in gain (loss) from change in fair value of contingent consideration on the Consolidated Statements of Operations.

The estimates used to calculate the fair value of our contingent consideration changes at each balance sheet date based on our stock price, operating results and other assumptions. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Provision for Income Taxes

We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Consolidated Statements of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.

We account for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. We perform a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to a significant decline in our stock price, macroeconomic conditions, our overall financial performance, company specific events such as a change in strategy or exiting a portion of the business, significant adverse changes in clients demand or business climate and related competitive considerations.

Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors that includes, but is not limited to, the triggering events listed above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the quantitative goodwill impairment test to identify the potential goodwill impairment and measure the amount of the goodwill impairment loss to be recognized for the reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required.

The fair value of E2open was calculated using an equally weighted combination of three different methods: discounted cash flow method, guideline public company method and guideline transaction method. The discounted cash flow method was based on the present value of estimated future cash flows which were based on management's estimates of projected net sales, net operating income margins and terminal growth rates, taking into consideration market and industry conditions. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to projected cash flows. Under the guideline public company method, the fair value was based on our current and forward-looking earnings multiples using management's estimate of projected net sales and adjusted EBITDA margins with consideration of market premiums. The unobservable inputs used to measure the fair value included projected net sales, forecasted adjusted EBITDA margins, the weighted average cost of capital, the normalized working capital level, capital expenditures assumptions, profitability projections, the determination of appropriate market comparison companies and terminal growth rates. Under the guideline transaction method, the fair value was based on pricing multiples derived from recently sold companies with similar characteristics to ours taking into consideration management's estimates of projected net sales and operating income margins.57

~~The~~During ~~three~~fiscal ~~approaches~~2025, ~~generated~~2024 ~~similar~~and ~~results~~2023, the fair value of E2open was calculated using a combination of the discounted cash flow method, guideline public company method and ~~indicated~~guideline ~~that~~transaction method. The discounted cash flow method was based on the ~~fair~~present value of ~~E2open~~estimated future cash flows which were based on management's ~~equity~~estimates of projected net sales, net operating income margins and ~~goodwill~~terminal growth rates, taking into consideration market and industry conditions. The discount rate used was ~~less~~based ~~than~~on ~~its~~the ~~carrying~~weighted-average ~~amount~~cost ~~for~~of ~~both~~capital adjusted for the ~~interim~~risk, size premium and ~~annual~~business-specific ~~assessments~~characteristics related to projected cash flows. ~~Therefore~~Under the guideline public company method, ~~during~~the ~~fiscal~~fair ~~2024~~value was based on our current and ~~2023~~forward-looking earnings multiples using management's estimate of projected net sales and adjusted EBITDA margins with consideration of market premiums. The unobservable inputs used to measure the fair value included projected net sales, weforecasted ~~recognized~~adjusted ~~impairment~~EBITDA ~~charges~~margins, ~~totaling~~the $1weighted average cost of capital,~~097.7~~ ~~million~~the normalized working capital level, capital expenditures assumptions, profitability projections, the determination of appropriate market comparison companies and ~~$901~~terminal growth rates.6 ~~million~~Under tothe ~~goodwill~~guideline transaction method, ~~respectively~~the fair value was based on pricing multiples derived from recently sold companies with similar characteristics to ours taking into consideration management's estimates of projected net sales and operating income margins.

In each impairment, the approaches generated similar results and indicated that the fair value of E2open's goodwill was less than its carrying amount for both the interim and annual assessments. Therefore, during fiscal 2025, 2024 and 2023, we recognized impairment charges totaling $614.1 million, $1,097.7 million and $901.6 million to goodwill, respectively. Given the ongoing macroeconomic and market uncertainties, there is a reasonable possibility that we may recognize future impairment charges related to our goodwill.

Any changes to the revenue growth rates, net operating income margins, forecasted adjusted EBITDA margins, discount rate, working capital levels, capital expenditures or terminal growth rate could produce a materially different fair value for the Company. The estimates used in our calculations are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of total estimated fair value. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts.

Intangible Assets, Net

We have intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets.

Trade names are the only indefinite-lived assets that are not subject to amortization. We test these indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of the fiscal year or more frequently if an event occurs or circumstances change that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying amount. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If that is the case, a quantitative assessment is performed. The qualitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using the relief from royalty method, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value.

The definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time.

During the ~~first~~third and ~~third~~fourth quarters of fiscal 2025 and first and third quarters of 2024, we experienced a significant decline in the market price of our Class A Common Stock and market capitalization. ~~declined~~In ~~significantly.~~addition, Wein ~~also~~certain ~~lowered~~of ~~our~~these ~~projections~~quarters, ~~for~~we ~~net~~experienced ~~sales~~slowing growth and ~~net~~lowered ~~operating~~our ~~margins~~projections due to lower than anticipated new bookings, lower revenue ~~from tiered contracts~~, higher than expected churn and macroeconomic impacts ~~primarily in the technology, freight and transportation sectors~~. These factors resulted in us determining that a triggering ~~event~~events occurred, and ~~an interim~~ indefinite-lived intangible asset impairment ~~assessment~~assessments ~~was~~were performed for the respective quarters.

The fair value of the indefinite-lived intangible asset was calculated using the relief from royalty payments method which is based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The royalty rate used was based on royalty rates of companies with similar characteristics to E2open. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to projected net sales.

The assessments indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, during the fiscal year ended February 29, 2024, we recognized an impairment charge of $34.0 million to intangible assets, net, respectively, for the indefinite-lived trademark / trade name.58

The assessments indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, during the fiscal years ended February 28, 2025 and February 29, 2024, we recognized impairment charges of $18.5 million and $34.0 million to intangible assets, net, respectively, for the indefinite-lived trademark / trade name, respectively. Given the ongoing macroeconomic and market uncertainties, there is a reasonable possibility that we may recognize future impairments related to our indefinite-lived intangible asset.

Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. Critical estimates in valuing the intangible assets include, but are not limited to, forecasts of the expected future cash flows attributable to the respective assets, anticipated growth in revenue from the acquired client and product base, and the expected use of the acquired assets. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts.

Impairment of Long-Lived Assets

We evaluate the recoverability of our long-lived assets, which consist principally of property and equipment, acquired intangible assets with finite lives and right-of-use-assets, whenever events and circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value. Our estimates of cash flows used to assess impairment are subject to a high degree of judgment and may differ from actual cash flows due to, among other things, changes in our business plans, market conditions, operating performance and economic conditions. We believe our estimates are reasonable; however, actual results may differ materially from the projected amounts.

Business Combinations

We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the test is met, the transaction is accounted for as an asset acquisition. If the test is not met, further determination is required as to whether or not we have acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the test to determine whether an acquisition is a business combination or an acquisition of assets.

We use the acquisition method of accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill.

Determining estimated fair value requires a significant amount of judgment and estimates. If our assumptions change or errors are determined in our calculations, the fair value could materially change resulting in a change in our goodwill or identifiable net assets acquired.

Recently Adopted and Issued Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in Note 2, Summary of Significant Accounting Policies to the Notes to the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange and financial instrument risks, in the ordinary course of our business. Currently, these risks are not material to our financial condition or results of operations, but they may be in the future.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition and results of operations.

Interest Rate Risk

We are exposed to changes in interest rates as a result of our significant variable-rate debt. Our interest rate risk has been managed by monitoring changes in interest rates.

As of February 2928, ~~2024~~2025, we had $1,~~067~~056.23 million outstanding under our 2021 Term Loan with a variable interest rate of 87.9594%. We had no outstanding borrowings under our 2021 Revolving Credit Facility. The variable nature of our interest rates on the 2021 Term Loan exposes us to interest rate risk. A hypothetical increase or decrease in this variable interest rate by 100 basis points would change our annual future interest expense by approximately $10.76 million as of February 2928, ~~2024~~2025.

In order to effectively mitigate our exposure to increased changes in interest rates, we have executed two zero-cost interest rate collars during March 2023. Effective March 31, 2023, we entered an interest rate collar with a notional amount of $200.0 million and a maturity date of March 31, 2026. The executed cap was 4.75% and the floor was 2.57%. Effective April 6, 2023, an additional interest rate collar was executed with a notional amount of $100.0 million and a maturity date of March 31, 2026. The executed cap was 4.50% and the floor was 2.56%.

We may continue to enter into interest rate collars and enter into interest rate swap agreements to reduce interest rate volatility. However, we may not maintain interest rate swaps or collars with respect to all of our variable rate debt, and any swaps or collars we enter into may not fully mitigate our interest rate risk.

Foreign Currency Exchange Rate Risk

The functional currency of our foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect as of the consolidated balance sheet date.

Statements of Operations accounts are translated at an average rate of exchange for the respective accounting periods.

Translation adjustments resulting from the process of translating foreign currency balance sheets into U.S. dollars are reported as a component of accumulated other comprehensive income (loss). Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction.

As a result of the BluJay Acquisition, our foreign operations have substantially increased resulting in significant revenues, assets and liabilities denominated in foreign currencies. The currencies of our operations are now the Australia dollar, British pound, Canadian dollar, Danish krone, the Euro, Hong Kong dollar, Indian rupee, Malaysia ringgit, People's Republic of China renminbi, Peruvian sol and the Singapore dollar. As a result, our operating results, profitability and cash flows are impacted when the U.S. dollar fluctuates relative to these foreign currencies. We translate our foreign currency-denominated results of operations, assets and liabilities for our foreign subsidiaries to U.S. dollars in our consolidated financial statements. Increases and decreases in the value of the U.S. dollar compared with such foreign currencies will affect our reported results of operations and the value of our assets and liabilities on our consolidated balance sheets, even if our results of operations or the value of those assets and liabilities has not changed in its original currency. These transactions could significantly affect the comparability of our results between financial periods or result in significant changes to the carrying value of our assets, liabilities and shareholders' equity.

We cannot give any assurances as to the effect that future changes in foreign currency rates will have on our financial position, operating results or cash flows.

Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. We deposit cash and cash equivalents with high-quality financial institutions. Accounts receivable are typically unsecured and are derived from sales of subscriptions and support, as well as professional services, principally to large creditworthy clients across a wide range of end markets, including consumer goods, food and beverage, retail, technology transportation, among others. Credit risk is concentrated primarily in North America, Europe and parts of Asia. Our credit risk is limited as no ~~customers~~single ~~represent~~client represents more than 10% of revenue. Revenue generated from the United States represented 8485% of total revenue during the fiscal year ended February 2928, ~~2024~~2025 while no other country represented more than 10% of total revenue. We maintain an allowance for estimated credit losses based on management’s assessment of the likelihood of collection.

6560

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

and Financial Statement Schedules

		Page
Report of Independent Registered Public Accounting Firm		6762
Consolidated Balance Sheets		7067
Consolidated Statements of Operations		7168
Consolidated Statements of Comprehensive Loss		7269
Consolidated Statements of Stockholders' Equity		7370
Consolidated Statements of Cash Flows		7471
Notes to the Consolidated Financial Statements		7572

All other schedules are omitted because they are either not applicable, not required or the information is included in the Consolidated Financial Statements, including the notes thereto.

6661

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of E2open Parent Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of E2open Parent Holdings, Inc. (the Company) as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended February 2928, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended February 2928, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 2928, ~~2024~~2025, based on criteria established in Internal Control–—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 29, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill impairment assessment Description of the Matter As of February 29, 2024, the Company’s goodwill balance was $1,843 million. As described in Notes 1 and 7 to the consolidated financial statements, the Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. The Company is comprised of one reporting unit, the level at which the goodwill impairment assessment is performed. If the carrying value of the reporting unit exceeds its value, an impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. During the first and third quarters of fiscal year 2024, a triggering event occurred related to significant declines in the market price of the Company’s Class A Common Stock and market capitalization. Reporting unit fair value was estimated by management using an equally weighted combination of three different methods: discounted cash flow method, guideline public company method and guideline transaction method. During the year ended February 29, 2024, the Company recognized impairment charges totaling $1,098 million. Auditing the Company’s goodwill impairment assessment involves subjective auditor judgement due to the significant estimation required in management’s determination of the fair value of the reporting unit, and the effort62


	Goodwill impairment assessment
Description of the Matter	As of February 28, 2025, the Company’s goodwill balance was $1,214 million. As described in Notes 2 and 7 to the consolidated financial statements, the Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. The Company is comprised of one reporting unit, the level at which the goodwill impairment assessment is performed. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. During the third and fourth quarters of fiscal year 2025, a triggering event occurred related to significant declines in the market price of the Company’s Class A Common Stock and market capitalization. Reporting unit fair value was estimated by management using market and income approaches. During the year ended February 28, 2025, the Company recognized goodwill impairment charges totaling $614 million. Auditing the Company’s goodwill impairment assessment involves subjective auditor judgment due to the significant estimation required in management’s determination of the fair value of the reporting unit, and the effort involved with the use of professionals with specialized skill and knowledge. The estimates used in the discounted cash flow method are sensitive to significant assumptions including weighted-average cost of capital, projected revenue growth rates, and projected adjusted EBITDA margins. These assumptions are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company's goodwill impairment assessment process. This included testing controls over the estimation process supporting the measurement of the fair value of the reporting unit, including the valuation models and underlying assumptions used to develop the estimate. To test the estimated fair value of the reporting unit, with involvement from our specialists, we performed audit procedures that included, among others, evaluating the appropriateness of valuation methods selected and used, testing the completeness and accuracy of underlying data used in the methods, and evaluating the reasonableness of significant assumptions used by management related to weighted-average cost of capital, projected revenue growth rates, and projected adjusted EBITDA margins. For example, we compared the significant assumptions used by management to current industry, market and economic trends, historical results, and other relevant factors. We also assessed the historical accuracy of management’s valuation estimates and performed sensitivity analyses of significant assumptions used to evaluate the change in the fair value of the reporting unit resulting from changes in the significant assumptions.

		involved with the use of professionals with specialized skill and knowledge. The estimates used in the discounted cash flow method are sensitive to significant assumptions including weighted-average cost of capital, projected revenue growth rates, and projected adjusted EBITDA margins. These assumptions are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company's goodwill impairment assessment process. This included testing controls over the estimation process supporting the measurement of the fair value of the reporting unit, including the valuation models and underlying assumptions used to develop the estimate.To test the estimated fair value of the reporting unit, with involvement from our specialists, we performed audit procedures that included, among others, evaluating the appropriateness of valuation methods selected and used, testing the completeness and accuracy of underlying data used in the methods, and evaluating the reasonableness for significant assumptions used by management related to weighted-average cost of capital, projected revenue growth rates, and projected adjusted EBITDA margins. For example, we compared the significant assumptions used by management to current industry, market and economic trends, historical results, and other relevant factors. We also assessed the historical accuracy of management’s valuation estimates and performed sensitivity analyses of significant assumptions used to evaluate the change in the fair value of the reporting unit resulting from changes in the significant assumptions.
		Tax receivable agreement liability
Description of the Matter		As of February 29, 2024, the tax receivable agreement liability was $69.7 million. The Company’s operations are currently held in a lower-tier partnership, E2open Holdings, LLC (E2open Holdings). The Company historically conducted its operations at the partnership level. However, it underwent a reorganization as part of its initial public offering and it now operates as a public corporation which owns interests in E2open Holdings (the “Up-C Structure”). When the Company implemented its Up-C structure, it also put in place a tax receivable agreement, in which it agreed to pay continuing members of E2open Holdings for cash tax savings it receives as a result of E2open Holdings unit exchanges. Each time a continuing member of E2open Holdings exchanges units with the Company, the Company receives an amortizable basis adjustment, which increases its basis in the Company and creates future tax deductions. The basis adjustments may result in a realized tax benefit and as a result, the Company computed a tax receivable agreement liability due to each continuing member of E2open Holdings. Significant inputs and assumptions were used to estimate the future expected payments including the timing of realization of the tax benefits.Auditing management’s computation of the tax receivable agreement liability involved subjective estimation and complex auditor judgment in determining forecasted future taxable income, including the long-term growth rate. Changes in this assumption could have a significant impact on the fair value of the tax receivable agreement liability.
How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s tax receivable agreement liability process. This included testing controls over the estimation process supporting the recognition and measurement of the tax receivable agreement liability, including the underlying assumptions used to develop such estimate.Among other audit procedures performed, we involved tax professionals to assist in evaluating the methodologies employed by management in calculating the tax receivable agreement liability, including testing unit exchanges. We evaluated the assumptions used by the Company to develop projections of future taxable income by income tax jurisdiction and tested the completeness and accuracy of the underlying data used in the projections. For example, we compared the projections of future taxable income, including the long-term growth rate assumption, with the actual results of prior periods, as well as management’s consideration of current industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company.


	Tax receivable agreement liability
Description of the Matter	As of February 28, 2025, the tax receivable agreement liability was $63 million. The Company’s operations are currently held in a lower-tier partnership, E2open Holdings, LLC (E2open Holdings). The Company historically conducted its operations at the partnership level. However, it underwent a reorganization as part of its initial public offering and it now operates as a public corporation which owns interests in E2open Holdings (the “Up-C Structure”). When the Company implemented its Up-C structure, it also put in place a tax receivable agreement, in which it agreed to pay continuing members of E2open Holdings for cash tax savings it receives as a result of E2open Holdings unit exchanges. Each time a continuing member of E2open Holdings exchanges units with the Company, the Company receives an amortizable basis adjustment, which increases its basis in the Company and creates future tax deductions. The basis adjustments may result in a realized tax benefit and as a result, the Company computed a tax receivable agreement liability due to each continuing member of E2open Holdings. Significant inputs and assumptions were used to estimate the future expected payments including the timing of realization of the tax benefits. Auditing management’s accounting for the tax receivable agreement liability that is measured at fair value on a reoccurring basis is especially challenging and judgmental due to the complex model used to calculate the tax receivable agreement liability, and the effort involved with the use of professionals with specialized skill and knowledge. The estimate is sensitive to the discount rate utilized, which includes forward looking assumptions and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s tax receivable agreement liability process. This included testing controls over the estimation process supporting the recognition and measurement of the tax receivable agreement liability, including the underlying assumptions used to develop the estimate. Among other audit procedures performed, we involved tax professionals to assist in evaluating the methodologies employed by management in calculating the tax receivable agreement liability, including testing unit exchanges. We tested the measurement of the tax receivable agreement liability by evaluating the calculation of the liability in accordance with the terms of the agreement. With involvement from our specialists, we evaluated the appropriateness of the valuation method selected for the discount rate used in the estimate.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2016.

Austin, Texas

April 29, ~~2024~~2025

6864

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of E2open Parent Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited E2open Parent Holdings, Inc.’s internal control over financial reporting as of February 2928, ~~2024~~2025, based on criteria established in Internal Control–—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, E2open Parent Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 2928, ~~2024~~2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of ~~E2open Parent Holdings, Inc. (~~the Company) as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended February 2928, ~~2024~~2025, and the related notes and our report dated April 29, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Austin, Texas

April 29, ~~2024~~2025

6966

E2open Parent Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024
Assets
Cash and cash equivalents	$	~~134~~197,~~478~~350		$	93134,~~032~~478
Restricted cash		14,~~560~~785			1114,~~310~~560
Accounts receivable, net		161,556			174,809
Accounts receivable, net of allowance		133,436			161,556
Prepaid expenses and other current assets		2834,~~843~~025			2528,~~200~~843
Total current assets		~~339~~379,~~437~~596			~~304~~339,~~351~~437
Goodwill		1,~~843~~213,~~477~~794			21,~~927~~843,~~807~~477
Intangible assets, net		~~841~~673,~~031~~026			1841,~~051,124~~031
Property and equipment, net		6761,~~177~~278			7267,~~476~~177
Operating lease right-of-use assets		2114,~~299~~977			1821,~~758~~299
Other noncurrent assets		2928,~~234~~364			2529,~~659~~234
Total assets	$	32,~~141~~371,~~655~~035		$	43,~~400~~141,~~175~~655
Liabilities and Stockholders' Equity
Liabilities, Redeemable Share-Based Awards and Stockholders' Equity
Accounts payable and accrued liabilities	$	9078,~~594~~987		$	9790,~~491~~594
Channel client deposits payable		14,~~560~~785			1114,~~310~~560
Deferred revenue		~~213~~216,~~138~~740			~~203~~213,~~824~~138
Current portion of notes payable		11,~~272~~264			11,~~144~~272
Current portion of operating lease obligations		76,~~378~~146			7,~~622~~378
Current portion of financing lease obligations		12,~~448~~143			21,~~582~~448
Income taxes payable		~~584~~3,337			~~2,190~~584
Total current liabilities		~~338~~333,~~974~~402			~~336~~338,~~163~~974
Long-term deferred revenue		21,~~077~~536			2,~~507~~077
Operating lease obligations		1710,~~372~~838			1517,~~379~~372
Financing lease obligations		3,~~626~~170			13,~~049~~626
Notes payable		1,~~037~~031,~~623~~180			1,~~043~~037,~~636~~623
Tax receivable agreement liability		6759,~~927~~277			6967,~~745~~927
Warrant liability		~~14,713~~582			2914,~~616~~713
Contingent consideration		185,~~028~~128			2918,~~548~~028
Deferred taxes		5548,~~586~~104			~~144~~55,~~529~~586
Other noncurrent liabilities		~~602~~648			~~1,083~~602
Total liabilities		1,~~556~~493,~~528~~865			1,~~673~~556,~~255~~528
Commitments and Contingencies (Note 28)
Redeemable share-based awards		191			—
Stockholders' Equity
Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized; 306,237,585 and 302,582,007 issued and 306,060,931 and 302,405,353 outstanding as of February 29, 2024 and February 28, 2023, respectively		31			30
Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized; 310,098,908 and 306,237,585 issued and 309,922,254 and 306,060,931 outstanding as of February 28, 2025 and February 29, 2024, respectively		31			31
Class V common stock; $0.0001 par value; 42,747,890 shares authorized; 31,225,604 and 32,992,007 shares issued and outstanding as of February 29, 2024 and February 28, 2023, respectively		—			—
Class V common stock; $0.0001 par value; 42,747,890 shares authorized; 30,692,235 and 31,225,604 shares issued and outstanding as of February 28, 2025 and February 29, 2024, respectively		—			—
Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 shares issued and outstanding as of February 29, 2024 and February 28, 2023		—			—
Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 shares issued and outstanding as of February 28, 2025 and February 29, 2024		—			—
Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 shares issued and outstanding as of February 29, 2024 and February 28, 2023		—			—
Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 shares issued and outstanding as of February 28, 2025 and February 29, 2024		—			—
Additional paid-in capital		3,~~407~~444,~~694~~584			3,~~378~~407,~~633~~694
Accumulated other comprehensive loss		(4663,835	)		(6846,~~603~~835	)
Accumulated deficit		(12,~~873~~533,~~703~~533	)		(~~803~~1,~~679~~873,703	)
Treasury stock, at cost: 176,654 shares as of February 29, 2024 and February 28, 2023		(2,473	)		(2,473	)
Treasury stock, at cost: 176,654 shares as of February 28, 2025 and February 29, 2024		(2,473	)		(2,473	)
Total E2open Parent Holdings, Inc. equity		1844,~~484,714~~774			21,~~503~~484,~~908~~714
Noncontrolling interest		~~100~~32,~~413~~205			~~223~~100,~~012~~413
Total stockholders' equity		1876,~~585,127~~979			21,~~726~~585,~~920~~127
Total liabilities and stockholders' equity	$	3,141,655		$	4,400,175
Total liabilities, redeemable share-based awards and stockholders' equity	$	2,371,035		$	3,141,655

See notes to the consolidated financial statements.

7067

E2open Parent Holdings, Inc.

Consolidated Statements of Operations

	Fiscal Year Ended
(In thousands, except per share amounts)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			February 28, ~~2022~~2023
Revenue
Subscriptions	$	~~536~~527,~~792~~958		$	~~532~~536,~~940~~792		$	~~335,~~532,940
Professional services and other		9779,~~762~~730			~~119~~97,~~275~~762			90119,~~029~~275
Total revenue		~~634~~607,~~554~~688			~~652~~634,~~215~~554			~~425~~652,~~561~~215
Cost of Revenue
Subscriptions		~~146~~145,~~006~~668			~~140~~146,~~462~~006			93140,~~072~~462
Professional services and other		7265,~~249~~725			8272,~~939~~249			5682,~~103~~939
Amortization of acquired intangible assets		9896,~~608~~611			98,~~531~~608			7398,~~801~~531
Total cost of revenue		~~316~~308,~~863~~004			~~321~~316,~~932~~863			~~222~~321,~~976~~932
Gross Profit		~~317~~299,~~691~~684			~~330~~317,~~283~~691			~~202~~330,~~585~~283
Operating Expenses
Research and development		~~101~~97,~~420~~955			97101,~~982~~420			7997,~~700~~982
Sales and marketing		8779,~~734~~304			87,~~960~~734			6087,~~265~~960
General and administrative		~~108~~86,~~048~~199			88108,~~070~~048			6988,~~922~~070
Acquisition-related expenses		24,~~080~~556			162,~~297~~080			6416,~~360~~297
Amortization of acquired intangible assets		8051,~~276~~445			8280,~~812~~276			4682,~~358~~812
Goodwill impairment		1614,~~097,741~~100			~~901~~1,~~566~~097,741			—901,566
Intangible asset impairment		3418,~~000~~500			—34,000			—
Total operating expenses		1952,~~511,299~~059			1,~~274~~511,~~687~~299			~~320~~1,~~605~~274,687
Loss from operations		(1652,~~193,608~~375	)		(~~944~~1,~~404~~193,608	)		(~~118~~944,~~020~~404	)
Other income (expense)
Interest and other expense, net		(~~102~~99,~~460~~343	)		(76102,~~831~~460	)		(3376,~~663~~831	)
Gain (loss) from change in tax receivable agreement liability		2,190			(2,886	)		(154	)
Impairment of cost method investment		(5,500	)		—			—
Gain from change in fair value of warrant liability		14,903			37,523			1,633
Gain (loss) from change in tax receivable agreement liability		5,565			2,190			(2,886	)
Gain (loss) from change in fair value of contingent consideration		11,520			16,020			(69,760	)
Gain from change in fair value of warrant liability		14,131			14,903			37,523
Total other expense		(73,847	)		(26,174	)		(101,944	)
Gain from change in fair value of contingent consideration		12,900			11,520			16,020
Loss before income tax benefit		(1,267,455	)		(970,578	)		(219,964	)
Total other expense		(72,247	)		(73,847	)		(26,174	)
Income tax benefit		82,376			250,376			30,050
Loss before income tax provision		(724,622	)		(1,267,455	)		(970,578	)
Net loss		(1,185,079	)		(720,202	)		(189,914	)
Income tax (expense) benefit		(1,163	)		82,376			250,376
Less: Net loss attributable to noncontrolling interest		(115,055	)		(71,499	)		(24,138	)
Net loss		(725,785	)		(1,185,079	)		(720,202	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(1,070,024	)	$	(648,703	)	$	(165,776	)
Less: Net loss attributable to noncontrolling interest		(65,955	)		(115,055	)		(71,499	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(659,830	)	$	(1,070,024	)	$	(648,703	)
Weighted average common shares outstanding:
Basic		~~303~~308,~~751~~268			~~301~~303,~~946~~751			~~245~~301,~~454~~946
Diluted		~~303~~308,~~751~~268			~~301~~303,~~946~~751			~~245~~301,~~454~~946
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share:
Basic	$	(32.5214	)	$	(23.1552	)	$	(02.6815	)
Diluted	$	(32.5214	)	$	(23.1552	)	$	(02.6815	)

See notes to the consolidated financial statements.

7168

E2open Parent Holdings, Inc.

Consolidated Statements of Comprehensive Loss

	Fiscal Year Ended
(In thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			February 28, ~~2022~~2023
Net loss	$	(1725,~~185,079~~785	)	$	(~~720~~1,~~202~~185,079	)	$	(~~189~~720,~~914~~202	)
Other comprehensive income (loss), net:
Other comprehensive (loss) income, net:
Net foreign currency translation gain (loss), net of tax of $1,459, $7,578 and $11,985 as of February 29, 2024, February 28, 2023 and 2022		19,036			(48,728	)		(21,407	)
Net foreign currency translation (loss) gain, net of tax of $229, $1,459 and $7,578 as of February 28, 2025, February 29, 2024 and February 28, 2023		(15,104	)		19,036			(48,728	)
Net deferred gains (losses) on foreign exchange forward contracts		902			(856	)		—
Net deferred (losses) gains on foreign exchange forward contracts		(46	)		902			(856	)
Net deferred gains on interest rate collars		1,830			—			—
Net deferred (losses) gains on interest rate collars		(1,850	)		1,830			—
Total other comprehensive income (loss), net		21,768			(49,584	)		(21,407	)
Total other comprehensive (loss) income, net		(17,000	)		21,768			(49,584	)
Comprehensive loss		(1742,~~163,311~~785	)		(~~769~~1,~~786~~163,311	)		(~~211~~769,~~321~~786	)
Less: Comprehensive loss attributable to noncontrolling interest		(~~112~~67,~~942~~500	)		(76112,~~422~~942	)		(2676,~~859~~422	)
Comprehensive loss attributable to E2open Parent Holdings, Inc.	$	(1675,~~050,369~~285	)	$	(~~693~~1,~~364~~050,369	)	$	(~~184~~693,~~462~~364	)

See notes to the consolidated financial statements.

7269

E2open Parent Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)	CommonStock			AdditionalPaid-InCapital			~~AccumulatedOtherComprehensiveIncome~~ AccumulatedOtherComprehensive(Loss) Income			~~Retained Earnings (~~Accumulated Deficit)			Treasury Stock			TotalStockholders'Equity			NoncontrollingInterest			TotalEquity
Balance, February 28, 2021	$	19		$	2,071,206		$	2,388		$	10,800		$	—		$	2,084,413		$	392,945		$	2,477,358
Balance, February 28, 2022	$	31		$	3,362,219		$	(19,019	)	$	(154,976	)	$	(2,473	)	$	3,185,782		$	298,389		$	3,484,171
Share-based compensation expense		—			10,639			—			—			—			10,639			—			10,639
Business Combination purchase price adjustment		—			1,666			—			—			—			1,666			1,299			2,965
Issuance of common stock for BluJay acquisition		7			730,847			—			—			—			730,854			—			730,854
Issuance of common stock for BluJay acquisition PIPE financing, net of offering costs		3			292,897			—			—			—			292,900			—			292,900
Deferred taxes related to issuance of common stock for BluJay acquisition		—			36,805			—			—			—			36,805			—			36,805
Conversion of Series B-1 shares to common stock		2			174,999			—			—			(2,473	)		172,528			—			172,528
Conversion of common units to common stock		—			54,950			—			—			—			54,950			(71,717	)		(16,767	)
Impact of common unit conversions on Tax Receivable Agreement, net of tax		—			(11,791	)		—			—			—			(11,791	)		—			(11,791	)
Exercise of warrants		—			1			—			—			—			1			—			1
Other comprehensive loss, net of tax		—			—			(21,407	)		—			—			(21,407	)		—			(21,407	)
Net loss		—			—			—			(165,776	)		—			(165,776	)		(24,138	)		(189,914	)
Balance, February 28, 2022		31			3,362,219			(19,019	)		(154,976	)		(2,473	)		3,185,782			298,389			3,484,171
Share-based compensation expense		—			17,539			—			—			—			17,539			—			17,539
Conversion of common units to common stock		—			2,481			—			—			—			2,481			(3,878	)		(1,397	)
Vesting of restricted stock awards, net of shares withheld for taxes		(1	)		(1,610	)		—			—			—			(1,611	)		—			(1,611	)
Impact of common unit conversions on Tax Receivable Agreement, net of tax		—			(1,996	)		—			—			—			(1,996	)		—			(1,996	)
Other comprehensive loss, net of tax		—			—			(49,584	)		—			—			(49,584	)		—			(49,584	)
Net loss		—			—						(648,703	)		—			(648,703	)		(71,499	)		(720,202	)
Balance, February 28, 2023		30			3,378,633			(68,603	)		(803,679	)		(2,473	)		2,503,908			223,012			2,726,920
Share-based compensation		—			27,131			—			—			—			27,131			—			27,131
Conversion of Common Units to common stock		—			7,544			—			—			—			7,544			(7,544	)		—
Vesting of restricted stock awards, net of shares withheld for taxes		1			(3,452	)		—			—			—			(3,451	)		—			(3,451	)
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax		—			(2,162	)		—			—			—			(2,162	)		—			(2,162	)
Other comprehensive income		—			—			21,768			—			—			21,768			—			21,768
Net loss		—			—			—			(1,070,024	)		—			(1,070,024	)		(115,055	)		(1,185,079	)
Balance, February 29, 2024	$	31		$	3,407,694		$	(46,835	)	$	(1,873,703	)	$	(2,473	)	$	1,484,714		$	100,413		$	1,585,127
Share-based compensation		—			44,409			—			—			—			44,409			—			44,409
Conversion of Common Units to common stock		—			2,253			—			—			—			2,253			(2,253	)		—
Vesting of restricted stock awards, net of shares withheld for taxes		—			(8,660	)		—			—			—			(8,660	)		—			(8,660	)
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax		—			(1,071	)		—			—			—			(1,071	)		—			(1,071	)
Issuance of common stock upon exercise of stock options		—			150			—			—			—			150			—			150
Reclassification of stockholders' equity to redeemable share-based awards		—			(2,855	)		—			—			—			(2,855	)		—			(2,855	)
Reclassification of vested redeemable share-based awards to equity		—			2,664			—			—			—			2,664			—			2,664
Other comprehensive loss		—			—			(17,000	)		—			—			(17,000	)		—			(17,000	)
Net loss		—			—			—			(659,830	)		—			(659,830	)		(65,955	)		(725,785	)
Balance, February 28, 2025	$	31		$	3,444,584		$	(63,835	)	$	(2,533,533	)	$	(2,473	)	$	844,774		$	32,205		$	876,979

See notes to the consolidated financial statements.

7370

E2open Parent Holdings, Inc.

Consolidated Statements of Cash Flows

	Fiscal Year Ended
(In thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024			February 28, ~~2022~~2023
Cash flows from operating activities
Net loss	$	(1725,~~185,079~~785	)	$	(~~720~~1,~~202~~185,079	)	$	(~~189~~720,~~914~~202	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		~~214~~181,~~727~~975			~~213~~214,~~260~~727			~~142~~213,~~609~~260
Amortization of deferred commissions		69,~~269~~810			46,~~051~~269			14,~~560~~051
Provision for credit losses		31,~~870~~995			~~549~~3,870			~~1,018~~549
Amortization of debt issuance costs		5,281			5,~~103~~281			35,~~444~~103
Amortization of operating lease right-of-use assets		76,~~419~~299			7,~~636~~419			157,~~649~~636
Share-based compensation		2744,~~171~~468			1727,~~561~~171			1017,~~639~~561
Deferred income taxes		(8710,~~790~~454	)		(~~259~~87,~~426~~790	)		(35259,~~744~~426	)
Loss on disposition		—			1,400			—
Gain on disposition		—			—			1,400
Right-of-use assets impairment charge		~~659~~576			~~4,137~~659			—4,137
Goodwill impairment charge		1614,~~097,741~~100			~~901~~1,~~566~~097,741			—901,566
Indefinite-lived intangible asset impairment charge		3418,~~000~~500			—34,000			—
(Gain) loss from change in tax receivable agreement liability		(2,190	)		2,886			154
Impairment of cost method investment		5,500			—			—
Gain from change in fair value of warrant liability		(14,903	)		(37,523	)		(1,633	)
(Gain) loss from change in tax receivable agreement liability		(5,565	)		(2,190	)		2,886
(Gain) loss from change in fair value of contingent consideration		(11,520	)		(16,020	)		69,760
Gain from change in fair value of warrant liability		(14,131	)		(14,903	)		(37,523	)
Gain on operating lease termination		(187	)		—			—
Gain from change in fair value of contingent consideration		(12,900	)		(11,520	)		(16,020	)
Loss (gain) on disposal of property and equipment		526			994			(211	)
Gain on operating lease termination		(126	)		(187	)		—
Loss on disposal of property and equipment		227			526			994
Changes in operating assets and liabilities:
Accounts receivable		926,~~382~~125			~~(15~~9,~~119~~382	)		(915,~~881~~119	)
Prepaid expenses and other current assets		(27,~~087~~502	)		5(2,~~864~~087	)		(95,~~333~~864	)
Other noncurrent assets		(914,~~844~~440	)		(69,~~782~~844	)		(6,~~669~~782	)
Accounts payable and accrued liabilities		(821,~~816~~697	)		(258,~~687~~816	)		14(25,~~933~~687	)
Channel client deposits payable		~~3,249~~225			(73,~~762~~249	)		6(7,~~248~~762	)
Deferred revenue		83,~~884~~062			38,~~450~~884			623,~~678~~450
Changes in other liabilities		(116,~~891~~406	)		(11,~~838~~891	)		(2411,~~153~~838	)
Net cash provided by operating activities		8499,~~871~~137			6884,~~098~~871			5168,~~154~~098
Cash flows from investing activities
Payments for acquisitions - net of cash acquired		—			~~(179,243~~—	)		(~~774~~179,~~232~~243	)
Capital expenditures		(2925,~~252~~201	)		(4829,~~060~~252	)		(3148,~~776~~060	)
Minority investment in private firm		—			~~(3,000~~—	)		(23,~~500~~000	)
Proceeds from disposition		—			~~1,574~~—			—1,574
Net cash used in investing activities		(2925,~~252~~201	)		(~~228~~29,~~729~~252	)		(~~808~~228,~~508~~729	)
Cash flows from financing activities
Proceeds from private investment in public equity		—			—			300,000
Proceeds from indebtedness		—			—			215,000
Offering costs related to issuance of common stock in connection with private investment in public equity		—			—			(7,100	)
Repayments of indebtedness		(11,238	)		(11,168	)		(115,915	)
Proceeds from warrant exercise		—			—			1
Repayments of financing lease obligations		(1,908	)		(2,852	)		(2,487	)
Proceeds from indebtedness		—			215,000			475,000
Proceeds from exercise of stock options		155			—			—
Repayments of indebtedness		(11,168	)		(115,915	)		(21,139	)
Repurchase of common units		—			—			(1,397	)
Repayments of financing lease obligations		(2,852	)		(2,487	)		(6,457	)
Payments of debt issuance costs		—			—			(4,766	)
Repurchase of common stock		—			—			(2,473	)
Net cash (used in) provided by financing activities		(12,991	)		(14,020	)		90,435
Repurchase of common units		—			(1,397	)		(16,767	)
Effect of exchange rate changes on cash and cash equivalents		2,152			3,097			(16	)
Payments of debt issuance costs		—			(4,766	)		(10,357	)
Net increase (decrease) in cash, cash equivalents and restricted cash		63,097			44,696			(70,212	)
Net cash (used in) provided by financing activities		(14,020	)		90,435			710,708
Cash, cash equivalents and restricted cash at beginning of year		149,038			104,342			174,554
Effect of exchange rate changes on cash and cash equivalents		3,097			(16	)		13,658
Cash, cash equivalents and restricted cash at end of year	$	212,135		$	149,038		$	104,342
Net increase (decrease) in cash, cash equivalents and restricted cash		44,696			(70,212	)		(32,988	)
Cash, cash equivalents and restricted cash at beginning of year		104,342			174,554			207,542
Cash, cash equivalents and restricted cash at end of year	$	149,038		$	104,342		$	174,554
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents		~~134~~197,~~478~~350			93134,~~032~~478			~~155~~93,~~481~~032
Restricted cash		14,~~560~~785			1114,~~310~~560			1911,~~073~~310
Total cash, cash equivalents and restricted cash	$	~~149~~212,~~038~~135		$	~~104~~149,~~342~~038		$	~~174~~104,~~554~~342

See notes to the consolidated financial statements.

7471

E2open Parent Holdings, Inc.

Notes to the Consolidated Financial Statements

Organization and Description of Business

Organization

CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020. ~~CCNB1 was incorporated~~ for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. CCNB1’s sponsor was CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (Sponsor). CCNB1 became a public company on April 28, 2020 through an initial public offering ~~(IPO) of 41,400,000 units at $10~~.00 per unit and private placement of 10,280,000 warrants generating gross proceeds of $424.3 million. Upon the closing of the IPO and private placement, $414.0 million of the proceeds were placed in a trust account (Trust Account) and invested until the completion of the Business Combination, as described below.

On February 4, 2021 (Closing Date), CCNB1 and E2open Holdings, LLC and its operating subsidiaries (E2open Holdings) completed a business combination (Business Combination) contemplated by the definitive Business Combination Agreement entered into on October 14, 2020 (Business Combination Agreement). The Business Combination was accounted for as a business combination under Accounting Standards Codification (ASC) 805, Business Combination (ASC 805), and due to the change in control, was accounted for using the acquisition method with CCNB1 as the accounting acquirer and E2open Holdings as the accounting acquiree.

In connection with the finalization of the Business Combination, CCNB1 changed its name to “E2open Parent Holdings, Inc.” (the Company or E2open) and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (Domestication). Immediately following the Domestication, various entities merged with and into E2open, with E2open as the surviving company. Additionally, E2open Holdings became a subsidiary of E2open with the equity interests of E2open Holdings held by E2open and existing owners of E2open Holdings. The existing owners of E2open Holdings are considered noncontrolling interest in the consolidated financial statements.

E2open contributed, as a capital contribution in exchange for a portion of the equity interests in E2open Holdings it acquired, the amount of cash available after payment of the merger consideration under the Business Combination Agreement. The ~~merger~~Company ~~consideration~~is ~~along~~traded ~~with~~on ~~new financing proceeds were used to pay transaction expenses, repay indebtedness and fund~~ the ~~expense~~New ~~account~~York ofStock ~~the~~Exchange ~~representative~~(NYSE) ~~of the Company’s equity holders~~ under the ~~Business~~stock ~~Combination~~symbol ~~Agreement~~“ETWO. Additionally, the limited liability company agreement of E2open Holdings was amended and restated to, among other things, reflect the Company merger and admit E2open Parent Holdings, Inc. as the managing member of the Company. The business, property and affairs of E2open Holdings will be managed solely by E2open as the managing member.”

As a result of the Business Combination, the Company’s trading symbol on the New York Stock Exchange was changed from “PCPL” to “ETWO.”

See Note 4, Related Party Transactions and Note 12, Tax Receivable Agreement for additional information.

Description of Business

The Company ismoved ~~headquartered~~its inheadquarters from Austin, Texas to the Addison, Texas office effective September 16, 2024. E2open is a world class connected supply chain software platform that enables the largest companies to transform the way they make, move and sell goods and services. With ~~the~~a ~~broadest~~ cloud-native global platform purpose-built for modern supply chains, E2open connects manufacturing, logistics, channel and distributing partners as one multi-enterprise network. E2open's software as a service (SaaS) platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste and operate sustainably.

Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows.

Fiscal Year

The Company’s fiscal year ends on the last day of February each year.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make ~~certain~~ estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include allowance for credit losses, ~~tax receivable agreement liability,~~ goodwill and other long‑-lived assets, estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations, share‑based compensation, valuation allowances for deferred tax assets and uncertain tax positions, tax receivable agreement liability, warrants, contingent consideration, contingencies and the accounting for business combinations. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates.

Segments

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (CODM), who the Company has determined is its chief executive officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis. The Company operates with centralized functions and delivers ~~most of~~ its products in a similar way on an integrated cloud-based platform.

Business Combinations

The Company accounts for business combinations in accordance with ASC 805, and, accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. Some changes in the estimated fair values of the net assets recorded for acquisitions that qualify as measurement period adjustments within one year of the date of acquisition will change the amount of the purchase price allocable to goodwill. All acquisition costs are expensed as incurred, and in-process research and development costs, if any, are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements beginning on the acquisition date.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company deposits cash and cash equivalents with high-quality financial institutions. Accounts receivable are typically unsecured and derived from sales of subscriptions and support, as well as professional services, principally to large creditworthy clients across a wide range of end markets, including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others. Credit risk is concentrated primarily in North America, Europe, and parts of Asia. The Company's credit risk is limited as no ~~customers~~single ~~represent~~client represents more than 10% of revenue. Revenue generated from the United States represented 8485% of total revenue during the fiscal year ended February 2928, ~~2024~~2025 while no other country represented more than 10% of total revenue. The Company maintains an allowance for estimated credit losses based on management’s assessment of the likelihood of collection.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. The Company has $38.18 million in certificates of deposits in foreign accounts as of February 2928, ~~2024~~2025. WeThe ~~deposit~~Company deposits cash with high credit quality institutions, which typically exceed federally insured amounts. WeThe ~~have~~Company has not experienced any losses on ~~our~~its deposits.

Restricted Cash

Restricted cash represents client deposits for the incentive payment program associated with the Company's channel shaping application. The Company offers services to administer incentive payments to partners on behalf of the Company’s clients. The Company’s clients deposit these funds into a restricted cash account with an offset included as a liability in channel client deposits payable in the Consolidated Balance Sheets.

Channel client deposits are deposits that the Company receives from certain channel shaping clients to reimburse, on its clients' behalf, market development expenditures made by its client channel partners.

Accounts Receivable, Net

Accounts receivable, net consists of accounts receivable and unbilled receivables, which the Company collectively refers to as accounts receivable, net of an allowance for credit losses. Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which the Company also refers to as contract assets. The Company's payment terms for trade accounts receivable typically require clients to pay within 30 to 90 days from the invoice date.

Accounts receivable are initially recorded upon the sale of solutions to clients. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of an allowance for credit losses, which represent estimated losses resulting from the inability of certain clients to make the required payments. When determining the allowance for credit losses, the Company takes several factors into consideration, including the overall composition of the accounts receivable aging, prior history of accounts receivable write-offs and experience with specific clients.

With the adoption of ASC 326, Financial Instruments - Credit Losses, the allowance for credit losses represents the best estimate of the lifetime expected credit losses, based on client-specific information, historical loss rates and the impact of current and future conditions which include an assessment of client creditworthiness, historical payment experience and the age of outstanding receivables. The Company writes off accounts receivable when they are determined to be uncollectible. Changes in the allowance for credit losses are recorded as provision for the allowance for expected credit losses and are included in sales and marketing expenses in the Consolidated Statements of Operations. The Company evaluates the allowance for credit losses for the entire portfolio of accounts receivable on an aggregate basis due to the similar risk characteristics of its clients and historical loss patterns.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to a significant decline in the Company's stock price, macroeconomic conditions, the Company's overall financial performance, company specific events such as a change in strategy or exiting a portion of the business, significant adverse changes in clients' demand or business climate and related competitive considerations.

Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors that includes, but is not limited to, the triggering events listed above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required. As the Company has only one reporting unit, the goodwill impairment assessment is performed at the Company level.

Intangible Assets, Net

The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets.

77Amortization periods for definite-lived intangible assets are as follows for the fiscal years ended February 28, 2025 and February 29, 2024:

Amortization periods for definite-lived intangible assets are as follows for the fiscal years ended February 29, 2024 and February 28, 2023:


Trade names		1 year or Indefinite
Client relationships		3 - 20 years
Technology		3 - 10 years
Content library		10 years

Trade names are the only indefinite-lived assets that are not subject to amortization. The Company tests these indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of the fiscal year or more frequently if an event occurs or circumstances change that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this is the case, a quantitative assessment is performed. The qualitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using the relief from royalty method, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value.

Property and Equipment, Net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the estimated lives of the assets, if shorter. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets, and any resulting gain or loss is reflected in the Consolidated Statements of Operations.

The Company capitalizes certain software development costs incurred during the application development stage. Software development costs include salaries and other personnel-related costs, including employee benefits and bonuses attributed to programmers, software engineers and quality control teams working on the Company’s software solutions. The costs related to software development are included in property and equipment, net in the Consolidated Balance Sheets.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets, which consist principally of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value.

Investments

Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters and that do not have a readily determinable fair value are measured at cost, less impairment and adjusted for qualifying observable price changes. The Company's share of income or loss of such companies is not included in the Company's Consolidated Statements of Operations. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. The primary indicators the Company utilizes to identify these events and circumstances are the minority investment's ability to remain in business by evaluating such items as the liquidity and rate of use of cash, ability to secure additional funding and value of that additional funding. If the Company determines that a decline in fair value is other than temporary, then an impairment charge is recorded in other income (expense) in the Consolidated Statements of Operations and a new basis in the investments is established.

Fair Value Measurement

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

•

Level 1, defined as observable inputs such as quoted prices in an active market;

•

Level 2, defined as inputs other than the quoted prices in an active market that are observable either directly or indirectly; and

•

Level 3, defined as unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Leases

The Company accounts for leases in accordance with ASC 842, Leases (ASC 842), which requires lessees to recognize lease liabilities and right-of-use (ROU) assets on the balance sheet for most operating leases. The Company made the accounting policy election not to apply the recognition provisions of ASC 842 to short-term leases which are leases with a lease term of 12 months or less. Instead, the Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term.

Operating lease liabilities reflect the Company's obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate the Company would pay to borrow amounts equal to the lease payments over the lease term (the Company's incremental borrowing rate). The Company does not separate lease and non-lease components for contracts in which the Company is 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 Consolidated Statements of Operations.

Tax Receivable Agreement Liability

The Company entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires E2open to pay 85% of the tax savings that are realized because of increases in the tax basis in E2open Holdings' assets and certain acquired tax attributes in the Business Combination. This increase is either from the sale or exchange of limited liability company interests of E2open Holdings (Common Units) for shares of Class A common stock or cash, as well as from tax benefits attributable to payments under the Tax Receivable Agreement. E2open will retain the benefit of the remaining 15% of the cash savings.

The Company 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 pursuant to ASC 805 and relevant tax laws. The Tax Receivable Agreement liability is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in the gain (loss) from change in tax receivable agreement liability in the Consolidated Statements of Operations. Interest accrued on the Tax Receivable Agreement liability at the London Interbank Offered Rate (LIBOR) plus 100 basis points through June 30, 2023. As of July 1, 2023, interest ~~accrues~~will accrue at the Secured Overnight Financing Rate (SOFR) plus the applicable spread for the quarter. In addition, under ASC 450, Contingencies, any transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities which will be recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A common stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.

Warrant Liability

The Company has public and private placement warrants as well as warrants available under the Forward Purchase Agreement dated as of April 28, 2020 by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s 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 rates.

The valuation methodologies for the warrants and forward purchase agreement included in warrant liability include certain significant unobservable inputs, resulting in such valuations classified as Level 3 in the fair value measurement hierarchy. The Company assumed a volatility based on the implied volatility of the public warrants and the Company's peer group. The Company also assumed no dividend payout.

Contingent Consideration

The contingent consideration liability is due to the issuance of ~~the two tranches of~~ restricted Series B-~~1 and B-~~2 common stock and Series 12 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.

In June 2021, the restricted Series B-1 common stock automatically converted into the Company's Class A common stock on a one-to-one basis and the Series 1 RCUs converted into Common Units of E2open Holdings.

These restricted shares and Common Units are treated as a contingent consideration liability under ASC 805 and valued at fair market value on the acquisition date and remeasured at each reporting date and adjusted if necessary. The assumptions used in preparing this model include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. Any change in the fair value of the restricted shares and Common Units from the remeasurement will be recorded in gain (loss) from change in fair value of contingent consideration on the Consolidated Statements of Operations.

Self-Insurance Reserves

The Company began a self-insurance group medical program as of January 1, 2022. The program contains individual stop loss thresholds of $175,000 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends.

The Company also began a self-insurance short-term disability program as of January 1, 2022. The Company fully funds this program. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends.

Indemnification

The Company includes service-level commitments to its clients guaranteeing certain levels of uptime reliability and performance and permitting those clients to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of service as a director or officer. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company’s arrangements include provisions indemnifying clients against liabilities if the Company’s products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.

Noncontrolling Interest

Noncontrolling interest represents the portion of E2open Holdings that the Company controls and consolidates but does not own. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interest ~~are~~is subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interest in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interest carrying amount as additional paid-in-capital.

Certain limited partnership interests, including Common Units, are exchangeable into the Company’s Class A common stock. Class A common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A common stock issued is recorded to additional paid-in-capital.

Advertising Costs

Advertising costs include expenses associated with the promotion of the Company's brand, products and services to its clients. These costs include the new corporate branding in fiscal 2023, digital and social marketing related to ~~our~~the Company's brand and website, company store, integrated marketing experience, on-site ~~customer~~client meeting and sponsorship of events. Advertising costs are expensed as incurred and included in sales and marketing expenses in the Consolidated Statements of Operations. Advertising expenses were $108.50 million, $1610.25 million and $616.12 million for the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023 ~~and 2022~~, respectively.

Severance and Exit Costs

Severance expenses consist of severance for employees that have been terminated or identified for termination. Exit costs consist of expenses associated with vacating certain facility leases prior to the lease term which generally include the remaining payments on an operating lease. Lease termination obligations are reduced by future sublease income. Severance costs related to workforce reductions are recorded when the Company has committed to a plan of termination and notified the employees of the terms of the plan.

Acquisition-Related Expenses

Acquisition-related expenses consist of third-party accounting, legal, investment banking fees, severance, facility exit costs, travel expenses and other expenses incurred solely to prepare for and execute the acquisition and integration of a business. Additionally, the expenses related to the strategic alternatives review announced in March 2024 are included in acquisition-related expenses. These costs are expensed as incurred.

Share-Based Compensation

The Company measures and recognizes compensation expense for all share-based awards at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model or Monte Carlo simulation model to determine the grant date fair value of options. For restricted stock grants and certain performance-based awards, fair value is determined as the average price of the Company’s Class A common stock, par value $0.0001 per share (Class A Common Stock) on the date of grant. Certain performance-based awards are also calculated using the Monte Carlo simulation model. The determination of fair value of share-based awards on the date of grant using an option-pricing model is affected by the stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors.

The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data as well weas the Company's own stock volatility. The Company has not historically issued any dividends and does not expect to in the future.

All options will be issued on the fifth day following the approval date using the closing stock price on the fifth business day as the exercise price and to calculate the number of options to be issued. If the fifth business day following approval falls within four business days before and one business day after the filing or furnishing of a report with the U.S. Securities and Exchange Commission (SEC) that contains material non-public information (MNPI), then the options will be granted on the third business day following the release of the MNPI.

For performance-based awards where the number of shares includes a modifier to determine the number of shares earned at the end of the performance period, the number of shares earned will depend on which range the performance attribute falls within over the performance period. The performance attributes have been revenue growth, bookings and Adjusted EBITDA or a combination thereof. The fair value of the performance-based shares with the performance attributes is determined using an intrinsic value model or Monte Carlo simulation model. In the period it becomes probable that the minimum threshold specified in the performance-based award will be achieved, the Company recognizes expense for the proportionate share of the total fair value of the award related to the vesting period that has already lapsed. The remaining fair value of the award is expensed on a straight-line basis over the balance of the vesting period. If the Company determines that it is no longer probable that it will achieve the minimum performance threshold specified in the award, all previously recognized compensation expense will be reversed in the period such determination is made.

For RSUs issued within four business days before and one business day after the filing or furnishing of a report with the SEC that contains MNPI, the Company will use a 60-day average stock price to determine the number of shares to issue. For RSUs issued outside this window, the closing stock price on the date of grant will be used to determine the number of shares to issue.

The Company does not estimate forfeitures for share-based awards; therefore, it records compensation costs for all awards and record forfeitures as they occur.

Foreign Currency

Foreign Currency Translation

The Company’s reporting currency is the U.S. dollar. The functional currency of most of the Company’s foreign subsidiaries is the applicable local currency, although the Company has several subsidiaries with functional currencies that differ from their local currencies, of which the most notable exception is the subsidiary in India, whose functional currency is the U.S. dollar. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the consolidated balance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive income (loss). Accumulated foreign currency translation adjustments are reclassified to net income (loss) when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity.

Foreign Currency Transaction Gains and Losses

Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction.

Net transaction gain from foreign currency contracts recorded in the Consolidated Statements of Operations were $3.4.7 million, $13.94 million and $1.39 million for the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023 ~~and 2022~~, respectively.

Hedging Instruments

The Company recognizes hedging instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value and provides qualitative and quantitative disclosures about such hedges.

Foreign Currency Forward Contracts

The Company has international operations that expose it to potentially adverse movements in foreign currency exchange rates. To reduce the exposure to foreign currency rate changes on forecasted operating expenses, the Company enters into hedges in the form of foreign currency forward contracts related to changes in the U.S. dollar/foreign currency relationship. The Company does not use foreign currency forward contracts for speculative or trading purposes. The Company's foreign currency forward contracts are governed by an International Swaps and Derivatives Association master agreement that generally includes standard netting arrangements.

The Company is exposed to credit loss in the event of non-performance by counterparties to the foreign currency forward contracts. The Company actively monitors its exposure to credit risk, enters into foreign exchange forward contracts with high credit quality financial institutions and mitigates credit risk in hedge transactions by permitting net settlement of transactions with the same counterparty. The Company has not experienced any instances of non-performance by any counterparties.

The assets or liabilities associated with the forward contracts are recorded at fair value in prepaid expenses and other current assets, other noncurrent assets, accounts payable and accrued liabilities or other noncurrent liabilities in the Consolidated Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the foreign currency forward contract and whether it is designated and qualifies for hedge accounting. The cash flow impact upon settlement of the derivative contracts will be included in net cash from operating activities in the Consolidated Statements of Cash Flows.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes in future cash flows on the hedged transactions. The related gains or losses resulting from changes in fair value of these hedges isare initially reported, net of tax, as a component of other comprehensive income (loss) in stockholders' equity and reclassified into operating expenses when the hedge is settled.

The Company may also enter into foreign exchange forward contracts that are not designated as hedging instruments for accounting purposes. Changes in the fair value of the foreign exchange forward contracts not designated as hedging instruments will be reported in net income (loss) as part of other income (expense).

Interest Rate Collar Agreements

The Company is exposed to interest rate risk on its floating-rate debt. The Company may enter into interest rate collar agreements to effectively mitigate a portion of its exposure to changes in interest rates. The principal objective of entering into interest rate collar agreements is to reduce the variability of interest payments associated with the floating-rate debt. The interest rate collars will be designated as cash flow hedges as they effectively convert the notional value of the Company's variable rate debt to a fixed rate if the variable rate of the Company's debt is outside of the collars' floor and ceiling rates, including a spread on the underlying debt. Changes in the fair value of interest rate collar agreements designated as cash flow hedges will be recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and settled to interest expense over the term of the contract. The Company may also enter into interest rate collar agreements that are not designated as hedging instruments for accounting purposes. Changes in the fair value of interest rate collar agreements not designated as hedging instruments will be reported in net earnings (loss) as part of interest expense.

Comprehensive Loss

Comprehensive loss includes net loss, as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive income (loss) are changes in the fair value of foreign currency forward contracts, changes in the fair value of interest rate agreements and cumulative foreign currency translation adjustments.

Deferred Financing Costs

The Company capitalizes underwriting, legal and other direct costs incurred related to the issuance of debt, which are included in notes payable in the Consolidated Balance Sheets. Deferred financing costs related to notes payable are amortized to interest expense over the terms of the related debt, using the effective interest method. Upon the extinguishment of the related debt, any unamortized deferred financing costs are immediately recorded to gain/loss on extinguishment of debt.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.

The Company accounts for uncertainty of income taxes based on a more-likely-than-not threshold for the recognition and derecognition of tax positions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606), and all the related amendments. The Company generates revenue from the sale of subscriptions and professional services. The Company recognizes revenue when the client contract and associated performance obligations have been identified, the transaction price has been determined and allocated to the performance obligations in the contract, and the performance obligations have been satisfied. The Company recognizes revenue net of any taxes collected from clients, which are subsequently remitted to governmental authorities.

Subscriptions Revenue

The Company offers cloud-based on-demand software solutions, which enable its clients to have constant access to its solutions without the need to manage and support the software and associated hardware themselves. The Company houses the hardware and software in third-party facilities and provides its clients with access to software solutions, along with data security and storage, backup, and recovery services and solution support.

The Company also offers logistics as a service which employs logistics professionals to manage a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers.

The Company’s contracts provide for fixed annual subscription fees. The Company’s client contracts typically have a term of one to five years. The Company's enterprise client contracts have an average term of approximately three years.

The Company primarily invoices its enterprise clients for subscriptions in advance for use of the software solutions. The Company’s payment terms typically require clients to pay within 30 to 90 days from the invoice date.

Subscription revenue is recognized ratably over the life of the contract. For transactional based contracts, the Company ~~primarily~~ recognizes revenue for these contracts when the performance obligation is fulfilled.

Professional Services and Other

Professional services and other revenue is derived primarily from fees for enabling services, including consulting and deployment services for purchased solutions. These services are ~~often~~ sold in conjunction with the sale of the Company’s solutions. The Company provides professional services primarily on a time and materials basis, but also on a fixed fee basis. Clients are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on time and materials or prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended and milestone completion) are considered a faithful depiction of the Company’s efforts to satisfy services contracts as they represent the performance obligation consumed by the client and performed by the Company and therefore reflect the transfer of services to a client under such contracts.

The Company enters into arrangements with multiple performance obligations, comprising of subscriptions and professional services. Arrangements with clients typically do not provide the client with the right to take possession of the software supporting the on-demand solutions. The Company primarily accounts for subscriptions and professional services revenue as separate units of accounting and allocates revenue to each deliverable in an arrangement based on a standalone selling price. The Company evaluates the standalone selling price for each element by considering prices the Company charges for similar offerings, size of the order and historical pricing practices. Other revenue primarily includes perpetual license fees, which are recognized upon delivery to the client.

Sales Commissions

The Company defers and amortizes sales commissions that are incremental and directly related to obtaining client contracts in accordance with ASC 606 and ASC 340-40, Other Assets and Deferred Cost-Contracts with Customers (ASC 340-40). The Company amortizes sales commissions over the period that products are expected to be delivered to clients, including expected renewals. The Company determined this period to be four years, beginning when costs are incurred. ~~Certain~~Sales ~~sales~~ commissions that would have an amortization period of less than a year are expensed as incurred to sales and marketing expenses.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

In ~~February~~March ~~2016~~2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2016~~2020-0204, ~~Leases~~Reference Rate Reform (Topic ~~842~~848).: ~~The~~Facilitation ~~core~~of ~~principle~~the Effects of ~~ASC~~Reference ~~842~~Rate isReform ~~that~~on aFinancial ~~lessee~~Reporting ~~should~~to ~~recognize~~simplify the ~~assets~~accounting ~~and~~for ~~liabilities~~contract ~~that~~modifications ~~arise~~made ~~from~~to ~~leases.~~replace ~~For~~LIBOR ~~operating~~or ~~leases,~~other areference ~~lessee~~rates isthat ~~required~~are expected to ~~recognize~~be adiscontinued ~~ROU~~because ~~asset~~of ~~and~~the areference ~~lease~~rate ~~liability,~~reform. ~~initially~~The ~~measured~~guidance atprovides ~~the~~optional ~~present~~expedients ~~value~~and ofexceptions ~~the~~for ~~lease~~applying ~~payments~~U.S. GAAP to contracts, inhedging ~~the~~relationships ~~balance~~and ~~sheet.~~other ~~For~~transactions ~~leases~~affected ~~with~~by areference ~~term~~rate ofreform 12if ~~months~~certain orcriterion ~~less,~~are amet. ~~lessee~~On isJanuary ~~permitted~~7, to2021, ~~make~~the anFASB ~~accounting~~issued ~~policy~~ASU ~~election~~2021-01, byReference ~~class~~Rate ofReform ~~underlying~~(Topic ~~asset~~848), ~~not~~which toclarifies ~~recognize~~that ~~lease~~certain ~~assets~~optional expedients and ~~lease~~exceptions ~~liabilities.~~in ~~The~~Topic ~~accounting~~848 ~~applied~~for bycontract amodifications ~~lessor~~and ishedge ~~largely~~accounting ~~unchanged~~apply ~~from~~to derivatives that ~~applied~~are ~~under~~affected ~~previous~~by ~~U.S.~~the ~~GAAP~~discounting transition. ~~This~~The ~~standard~~amendments ~~was~~in ~~effective~~ASU ~~for~~2021-01 ~~calendar~~are ~~fiscal~~elective ~~years~~and ~~beginning~~apply ~~after~~to ~~December~~the ~~15,~~Company’s ~~2021.~~debt ~~Earlier~~instruments ~~application~~that ~~was~~may ~~permitted.~~be Inmodified ~~transition,~~as ~~lessees~~a ~~and~~result ~~lessors~~of ~~are~~the ~~required~~reference torate ~~recognize~~reform. ~~and~~The ~~measure~~optional ~~leases~~expedients atand ~~the~~exceptions ~~beginning~~can ofbe ~~the~~applied ~~earliest~~to ~~period~~contract ~~presented~~modifications ~~using~~made auntil ~~modified~~December ~~retrospective~~31, ~~approach~~2024. ~~The~~During ~~Company~~fiscal ~~adopted~~2024, ~~this~~the ~~standard~~Company astransitioned ofits ~~March~~debt 1,instruments ~~2021~~from ~~utilizing~~LIBOR ~~the~~to ~~modified~~SOFR ~~retrospective approach~~ and ~~elected~~its aTax ~~set~~Receivable ofAgreement ~~practical~~liability ~~expedients~~from ~~that~~LIBOR ~~allowed~~plus us100 ~~not~~basis points to ~~reassess~~SOFR ~~whether~~plus ~~contracts~~the ~~are~~applicable orspread ~~contain~~for ~~leases,~~the ~~lease~~quarter. ~~classification~~The orchange ~~initial~~in ~~direct~~interest ~~costs~~rates ~~for~~on ~~existing~~the ~~leases.~~debt ~~See~~and ~~Note~~Tax ~~25,~~Receivable ~~Leases~~Agreement ~~for~~liability ~~more~~did ~~information~~not ~~related~~have toa material effect on the Company's ~~leases~~financial position or results of operations.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities such as deferred revenue acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, ASU 2021-08 will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically such amounts were recognized by the acquirer at fair value in acquisition accounting. ASU 2021-08 should be applied prospectively to acquisitions occurring on or after the effective date. ASU 2021-08 is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods. The Company adopted this guidance as part of the BluJay Acquisition, defined below, which resulted in the deferred revenue being recognized under ASC 606 instead of fair value at the acquisition date.81

In ~~June~~November ~~2016~~2023, the FASB issued ASU ~~2016~~2023-1307, ~~Financial~~Segment ~~Instruments~~Reporting ~~– Credit Losses~~ (~~ASC~~Topic ~~326~~280), ~~which~~Improvements isto ~~intended~~Reportable Segment Disclosures to ~~provide~~improve ~~financial~~reportable ~~statement~~segment ~~users~~disclosure ~~with~~requirements ~~more~~through ~~useful~~enhanced ~~information~~disclosures about ~~expected~~significant ~~credit~~segment ~~losses~~expenses. onASU ~~financial~~2023-07 ~~assets~~expands ~~held~~public entities’ segment disclosures by arequiring ~~reporting~~disclosure ~~entity~~of atsignificant ~~each~~segment ~~reporting~~expenses ~~date.~~that ~~This~~are ~~standard~~regularly ~~replaces~~provided to the ~~existing~~chief ~~incurred~~operating ~~loss~~decision ~~impairment~~maker ~~methodology~~and ~~with~~included within each reported measure of segment profit or loss, an ~~approach~~amount ~~that~~and ~~requires~~description ~~consideration~~of its composition for other segment items and interim disclosures of a ~~broader~~reportable ~~range~~segment’s ofprofit ~~reasonable~~or loss and ~~supportable~~assets. ~~forward~~All disclosure requirements of ASU 2023-~~looking~~07 ~~information~~are torequired ~~estimate~~for ~~all~~entities ~~expected~~with ~~credit~~a ~~losses~~single reportable segment. ~~This~~ASU ~~standard~~2023-07 ~~was~~is ~~adopted~~effective byfor ~~the~~fiscal ~~Company~~years beginning after December 15, 2023, and interim periods for ~~the~~fiscal ~~year~~years ~~ended~~beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. The Company adopted ASU 2023-07 as of February 28, ~~2022~~2025. Additional disclosures were provided in Note 27, Segments, and ~~there~~the ~~was~~adoption did not have a material impact on ~~its~~the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard provides guidance on accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The amendments in this standard should be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The standard was adopted by the Company during the fourth quarter of fiscal 2022 on a prospective basis and did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The guidance amends certain disclosure requirements that had become redundant, outdated or superseded. Additionally, this guidance amends accounting for the interim period effects of changes in tax laws or rates and simplifies aspects of the accounting for franchise taxes. ASU 2019-12 was adopted by the Company for the year ended February 28, 2022 and did not have a material effect on the Company’s financial position and results of operations.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace LIBOR or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. On January 7, 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2021-01 are elective and apply to the Company’s debt instruments that may be modified as a result of the reference rate reform. The optional expedients and exceptions can be applied to contract modifications made until December 31, 2024. During fiscal 2024, we transitioned our debt instruments from LIBOR to SOFR and our Tax Receivable Agreement liability from LIBOR plus 100 basis points to SOFR plus the applicable spread for the quarter. The change in interest rates on our debt and Tax Receivable Agreement liability did not have a material effect on our financial position or results of operations.

Recent Accounting Guidance Not Yet Adopted

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740), Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures to ~~improve~~enhance ~~reportable~~income ~~segment~~tax ~~disclosure~~information ~~requirements~~primarily through ~~enhanced~~changes ~~disclosures~~in ~~about~~the ~~significant~~rate ~~segment~~reconciliation ~~expenses~~and income taxes paid information. ASU 2023-0709 ~~expands~~also ~~public~~requires ~~entities’~~income ~~segment~~(loss) ~~disclosures~~from bycontinuing ~~requiring~~operations ~~disclosure~~before ofincome ~~significant~~taxes ~~segment~~expense ~~expenses~~(benefit) ~~that~~to ~~are~~be ~~regularly~~separated ~~provided~~between todomestic ~~the CODM~~ and ~~included~~foreign ~~within each reported measure of segment profit or loss, an amount~~ and ~~description~~income oftax ~~its~~expense ~~composition~~(benefit) ~~for~~from ~~other~~continuing ~~segment~~operations ~~items~~to ~~and~~be ~~interim~~separated ~~disclosures~~between offederal, astate ~~reportable segment’s profit or loss~~ and ~~assets~~foreign. ~~All disclosure requirements of~~ ASU 2023-0709 ~~are required for entities with a single reportable segment. ASU 2023-07~~ is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023,~~2024 ~~and~~on ~~interim~~a ~~periods~~prospective ~~for~~basis. ~~our~~Early ~~fiscal~~adoption ~~years~~is ~~beginning~~permitted. ~~after~~The ~~December~~Company ~~15,~~is ~~2024,~~currently ~~and~~evaluating ~~should~~the beimpact ~~applied~~of this standard on aits ~~retrospective~~consolidated ~~basis~~financial tostatements ~~all~~and ~~periods~~related ~~presented~~disclosures. ~~Early~~The ~~adoption~~Company isdoes ~~permitted.~~not Weexpect ~~are~~the ~~currently~~adoption ~~evaluating~~of ~~the~~this ~~effect~~standard ofto ~~adopting~~have ~~ASU~~a ~~2023-07~~material impact on ~~our~~the consolidated financial statements or disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ~~2023~~ASU 2024-0903, Disaggregation of Income ~~Taxes~~Statement ~~(Topic~~Expenses ~~740~~(DISE), ~~Improvements~~which requires an entity to ~~Income~~disclose, ~~Tax~~in ~~Disclosures~~the tofootnotes, ~~enhance~~information ~~income~~at ~~tax~~each interim and annual reporting period information ~~primarily~~about ~~through~~expenses ~~changes~~by inthe nature of the ~~rate~~expense. ~~reconciliation~~Entities are required to include the following relevant expense captions: purchase of inventory, employee compensation, depreciation, intangible asset amortization and ~~income~~depreciation, ~~taxes~~depletion ~~paid~~and ~~information~~amortization recognized as part of oil and gas producing activities. ASU ~~2023~~2024-0903 is effective for annual periods beginning after December 15, ~~2024~~2026 and interim periods beginning after December 15, 2027 on a prospective basis with the option for retrospective application. Early adoption is permitted. WeThe ~~are~~Company ~~currently~~will ~~evaluating~~be required to have additional disclosures, but it does not expect the ~~impact~~adoption of this standard to have a material impact on ~~our~~the consolidated financial statements ~~and~~or ~~related~~ disclosures.

Acquisitions

BluJay Acquisition

On May 27, 2021, the Company entered into a Share Purchase Deed (Purchase Agreement) to acquire all the outstanding equity of BluJay TopCo Limited, a private limited liability company which owned BluJay Solutions, a cloud-based logistics execution platform company (BluJay). The agreement was between the Company and BluJay and its subsidiaries (BluJay Sellers). The acquisition of BluJay (BluJay Acquisition) was completed on September 1, 2021 (Acquisition Date) and was accounted for as a business combination under ASC 805.

The cash consideration in the BluJay Acquisition was provided by $380.0 million in proceeds from the issuance of an incremental term loan, $300.0 million in private investment in public equity (PIPE) financing from institutional investors for the purchase of an aggregate of 28,909,022 shares of the Company's Class A Common Stock and cash on hand.

The following summarizes the consideration paid for the BluJay Acquisition.

($ in thousands)	Fair Value
Equity consideration paid to BluJay (1)	$	730,854
Cash consideration to BluJay		350,658
Preference share consideration paid to BluJay (2)		86,190
Cash repayment of debt		334,483
Cash paid for seller transaction costs		26,686
Estimated consideration paid for the BluJay Acquisition	$	1,528,871

Equity consideration paid to BluJay equity holders consisted of the following:

(In thousands, except per share data)	Consideration
Common shares subject to sales restriction		72,383
Fair value per share	$	10.097
Equity consideration paid to BluJay	$	730,854

Represents the liability and dividends owed related to the BluJay preference shares at the of the acquisition.

The allocation of the purchase price was recorded to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the Acquisition Date. The final purchase price allocation was as follows:

($ in thousands)	Final Purchase Price Allocation
Cash and cash equivalents	$	23,773
Account receivable, net		33,822
Other current assets		11,217
Property and equipment, net		6,503
Operating lease right-of-use assets		9,018
Intangible assets		484,800
Goodwill (1)		1,149,866
Non-current assets		184
Accounts payable		(11,630	)
Current liabilities (2)		(22,878	)
Deferred revenue (3)		(39,283	)
Deferred taxes		(109,350	)
Non-current liabilities		(7,171	)
Total assets acquired and liabilities assumed	$	1,528,871

Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the BluJay Acquisition. Goodwill associated with the BluJay Acquisition was not deductible for tax purposes.

Current liabilities include a $2.7 million deferred acquisition liability that was acquired related to a prior acquisition by BluJay. The deferred acquisition liability was a fixed amount that was determined at the closing of the acquisition andpayable after a certain period of time. The deferred acquisition liability was paid in December 2021.

The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required.

The fair value of the intangible assets was as follows:

($ in thousands)	Useful Lives	Fair Value
Trade name	1	$	3,800
Developed technology (1)	5.9		301,000
Client relationships (2)	3		180,000
Total intangible assets		$	484,800

The developed technology represents technology developed by BluJay and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration.

The client relationships represent the existing client relationships of BluJay and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach.

The Company incurred $33.7 million of expenses directly related to the BluJay Acquisition during the year ended February 28, 2022 which were included in acquisition-related expenses in the Consolidated Statements of Operations. Included in these expenses were $13.4 million acquisition-related advisory fees which were incurred on the Acquisition Date. In addition, the Company paid $10.4 million of debt issuance costs associated with the $380.0 million incremental term loan on the Acquisition Date which were capitalized and recorded as a reduction of the outstanding debt balances. At the closing of the BluJay Acquisition, the Company paid $7.1 million in fees related to the $300.0 million PIPE financing which were recorded as a reduction to the proceeds from the issuance of Class A Common Stock in the Consolidated Statements of Stockholders' Equity. Additionally, the Company paid $26.7 million of acquisition-related advisory fees and other expenses related to the BluJay Acquisition on behalf of BluJay. These expenses were part of the purchase price consideration and not recognized as expense in the Company's or BluJay's Consolidated Statements of Operations.

Logistyx Acquisition

On March 2, 2022, E2open, LLC acquired all of the issued and outstanding membership interests of Logistyx Technologies, LLC, a private limited liability company which connects top retailers, manufacturers and logistics providers to more than 550 in-network carriers with strategic parcel shipping and omni-channel fulfillment technology (Logistyx). The purchase price was $185 million, with an estimated fair value of $183.4 million, including $90 million paid in cash at closing (Logistyx Acquisition). An additional $95 million, which was subject to standard working capital adjustments and other contractual provisions, was paid in two installments on May 31, 2022 and September 1, 2022. The Company had the option to finance the remaining payments, at its discretion, through cash or a combination of cash and Class A Common Stock. The May 31, 2022 payment of $37.4 million was paid in cash.

On September 1, 2022, E2open, LLC made a cash payment of $54.0 million to Logistyx as the final installment payment for the Logistyx Acquisition which reflected a working capital adjustment of $3.6 million. The Logistyx sellers disputed the working capital adjustment pursuant to the terms of the Membership Interest Purchase Agreement. During October 2022, the parties agreed to a working capital adjustment of $2.6 million. The additional $1.1 million payment for working capital was made to Logistyx on December 5, 2022.

The Logistyx Acquisition was accounted for as a business combination under ASC 805.

The following summarizes the consideration paid for the Logistyx Acquisition.


($ in thousands)	Fair Value
Cash consideration to Logistyx at fair value	$	153,090
Cash repayment of debt		29,777
Cash paid for seller transaction costs		489
Working capital adjustment		(2,550	)
Estimated consideration paid for the Logistyx Acquisition	$	180,806

8882

The allocation of the purchase price was recorded to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of March 2, 2022. The final purchase price allocation was as follows:

($ in thousands)	Final Purchase Price Allocation
Cash and cash equivalents	$	1,563
Account receivable, net		5,332
Other current assets		3,335
Property and equipment, net		144
Intangible assets		66,800
Goodwill (1)		123,746
Non-current assets		619
Other non-current assets		619
Accounts payable		(5,897	)
Current liabilities		(3,931	)
Other current liabilities		(3,931	)
Deferred revenue (2)		(10,747	)
Non-current liabilities		(158	)
Other non-current liabilities		(158	)
Total assets acquired and liabilities assumed	$	180,806

(1)

Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the Logistyx Acquisition. Goodwill associated with the Logistyx Acquisition was deductible for tax purposes at the U.S. entity level.

(2)

The fair value of the intangible assets was as follows:


($ in thousands)	Useful Lives	Fair Value
Trade name	1	$	500
Developed technology (1)	6.4		33,500
Client relationships (2)	13		32,000
Backlog (3)	2.5		800
Total intangible assets		$	66,800

(1)

The developed technology represents technology developed by Logistyx and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration.

(2)

The client relationships represent the existing client relationships of Logistyx and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach.

(3)

The backlog represents the present value of future cash flows from contracts with clients where service has not been performed and billing has not occurred.

The Company incurred $4.1 million ($0.7 million as of February 28, 2022) of expenses directly related to the Logistyx Acquisition through February 28, 2023 which are included in acquisition-related expense in the Condensed Consolidated Statements of Operations. Included in these expenses were $1.6 million acquisition-related advisory fees which were incurred on March 2, 2022. At the closing of the Logistyx Acquisition, E2open, LLC paid $0.5 million of acquisition-related advisory fees and other expenses related to the Logistyx Acquisition on behalf of Logistyx. These expenses were part of the purchase price consideration and not recognized as expense in E2open, LLC's or Logistyx's Condensed Consolidated Statements of Operations.

The Company does not disclose the actual results of acquired companies post-acquisition. E2open integrates the operations of acquired companies, therefore making it impractical to report separate results.

Related Party Transactions

The completion of the Business Combination resulted in related party relationships between CCNB1 and many of the selling members of E2open Holdings as a continued affiliation exists between many of the parties and several of the selling members are current members of E2open's board of directors. Additionally, the BluJay Acquisition also resulted in related party relationships between the Company and BluJay Sellers as a continued affiliation exists and each selling owner group has the option to have one member on E2open's board of directors.

The acquisition in September 2021 of BluJay TopCo Limited, a private limited liability company, which owned BluJay Solutions, a cloud-based logistics execution platform company (BluJay), resulted in related party relationships between the Company and BluJay and its subsidiaries (BluJay Sellers). A continued affiliation exists as certain BluJay Sellers have the option to have one member on E2open's board of directors.

Investor Rights Agreement

The Company entered into the Investor Rights Agreement with the completion of the Business Combination. The director appointment rights under the Investor Rights Agreement will terminate as to a party when such party, together with its permitted transferees, has less than certain ownership thresholds (with respect to the affiliates of Insight Partners, the greater of 33% of the economic interests in the Company that such affiliates of Insight Partners owned immediately after the Closing Date and 2% of the Company’s voting securities, and with respect to CC Capital (on behalf of the Sponsor), less than 17% of the economic interests in the Company that it owned immediately after the Closing Date). Insight Partners is the predecessor controlling unitholder of E2open Holdings and represents entities affiliated with Insight Venture Management, LLC. The registration rights in the Investor Rights Agreement will terminate as to each holder of the Company’s shares of common stock when such holder ceases to hold any of the Company’s common stock or securities exercisable or exchangeable for the Company’s common stock.

The Investor Rights Agreement was amended and restated to add certain of BluJay's existing stockholders as parties, including certain affiliates of Francisco Partners and Temasek Holdings (Private) Limited (Temasek). The Investor Rights Agreement provides Francisco Partners and Temasek the right to nominate one member each to the Company's board of directors. Mr. Deep Shah, nominated by Francisco Partners, and Mr. Martin Fichtner, nominated by Temasek, became directors on September 1, 2021. Mr. Shah resigned from the board of directors on February 7, 2024 and was not replaced as the board of directors decreased the size of the board to eight members on February 8, 2024. Francisco Partners has retained the right to appoint a director at a future date.

See Note 12, Tax Receivable Agreement and Note 2120, Noncontrolling Interest for additional related party disclosures.

Accounts Receivable

Accounts Receivable, net consisted of the following:

($ in thousands)	February 2928, ~~2024~~2025			February 2829, ~~2023~~2024
Accounts receivable	$	~~144~~121,~~253~~237		$	~~153~~144,~~618~~253
Unbilled receivables		2318,~~890~~330			2523,~~481~~890
Less: Allowance for credit losses		(6,~~587~~131	)		(46,~~290~~587	)
Accounts receivable, net	$	~~161~~133,~~556~~436		$	~~174~~161,~~809~~556

Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which the Company also refers to as contract assets.

Account balances are written off against the allowance for credit losses when the Company believes that it is probable that the receivable balance will not be recovered.

90The allowance for credit losses was comprised of the following:

The allowance for credit losses was comprised of the following:


($ in thousands)	Amount
Balance, February 28, 2023	$	(4,290	)
Additions		(5,653	)
Write-offs		3,356
Balance, February 29, 2024		(6,587	)
Additions		(2,595	)
Write-offs		3,051
Balance, February 28, 2025	$	(6,131	)

($ in thousands)	Amount
Balance, February 28, 2021	$	(908	)
BluJay Acquisition		(1,779	)
Additions		(1,917	)
Write-offs		1,549
Balance, February 28, 2022		(3,055	)
Logistyx Acquisition		(267	)
Additions		(2,185	)
Write-offs		1,217
Balance, February 28, 2023		(4,290	)
Additions		(5,653	)
Write-offs		3,356
Balance, February 29, 2024	$	(6,587	)

Prepaid and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

($ in thousands)	February 2928, ~~2024~~2025		February 2829, ~~2023~~2024
Prepaid software and hardware license and maintenance fees	$	910,~~599~~636	$	9,~~103~~599
Income and other taxes receivable		45,~~759~~134		4,~~618~~759
Prepaid insurance		1,~~667~~554		1,~~337~~667
Deferred commissions		710,~~421~~472		47,~~771~~421
Prepaid marketing		~~1,073~~777		1,~~037~~073
Security deposits		1,~~251~~117		21,~~377~~251
Certificates of deposits		501		—
Other prepaid expenses and other current assets		4,335		3,073
Other prepaid expenses and other current assets		2,572		1,957
Total prepaid expenses and other current assets	$	34,025	$	28,843
Total prepaid expenses and other current assets	$	28,843	$	25,200

Amortization of software licenses held under financing leases is included in cost of revenue and operating expenses. Prepaid maintenance, services and insurance are expensed over the term of the underlying agreements.

Goodwill

The Company tests goodwill for impairment on an annual basis, during the fourth quarter, or whenever events or changes occur that would more-likely-than not reduce the fair value of a reporting unit below its carrying value between annual impairment tests. As the Company has only one reporting unit, any goodwill impairment assessment is performed at the Company level.

During the third and fourth quarters of fiscal 2025, first and third quarters of fiscal 2024 and second and fourth quarters of fiscal 2023, the Company experience a significant decline in the market price of ~~E2open's~~its Class A Common Stock and market capitalization. ~~declined~~In ~~significantly.~~additional, ~~The~~in ~~Company~~certain ~~also~~of these quarters, the Company experienced slowing growth and lowered projections ~~for net sales and net operating margins~~ due to lower than anticipated new bookings, lower revenue ~~from tiered contracts~~, higher than expected churn and macroeconomic impacts ~~primarily in the technology, freight and transportation sectors~~. These factors resulted in the Company determining that triggering events occurred, and goodwill impairment assessments were performed for the respective quarters.

91During fiscal 2025, 2024 and 2023, the fair value of E2open was calculated using a combination of the discounted cash flow method, guideline public company method and guideline transaction method. The discounted cash flow method was based on the present value of estimated future cash flows which were based on management's estimates of projected net sales, net operating income margins and terminal growth rates, taking into consideration market and industry conditions. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to projected cash flows. Under the guideline public company method, the fair value was based on the Company's current and forward-looking earnings multiples using management's estimates of projected net sales and adjusted EBITDA margins with consideration of market premiums. The unobservable inputs used to measure the fair value included projected net sales, forecasted adjusted EBITDA margins, weighted average cost of capital, normalized working capital level, capital expenditures assumptions, profitability projections, determination of appropriate market comparison companies and terminal growth rates. Under the guideline transaction method, the fair value was based on pricing multiples derived from recently sold companies with similar characteristics to E2open taking into consideration management's estimates of projected net sales and net operating income margins.

~~The~~In ~~fair~~each ~~value of E2open was calculated using an equally weighted combination of three different methods: discounted cash flow method~~impairment, ~~guideline~~these ~~public~~approaches ~~company~~generated ~~method~~similar results and ~~guideline~~indicated ~~transaction~~that ~~method. The discounted cash flow method was based on~~ the ~~present~~fair value of ~~estimated future cash flows which were based on management~~E2open's ~~estimates~~goodwill ofwas ~~projected~~less ~~net~~than ~~sales,~~its ~~net~~carrying ~~operating~~amounts. ~~income margins and terminal growth rates~~Therefore, ~~taking~~during ~~into consideration market and industry conditions. The discount rate used was based on~~ the ~~weighted-average~~fiscal ~~cost~~years ofended ~~capital~~February ~~adjusted~~28, ~~for~~2025, ~~the~~February ~~risk~~29, ~~size~~2024 ~~premium~~ and ~~business-specific~~February ~~characteristics~~28, ~~related to projected cash flows. Under the guideline public company method~~2023, the ~~fair value was based on the~~ Company's ~~current~~recognized ~~and~~impairment ~~forward-looking~~charges ~~earnings multiples using management's estimates~~ of ~~projected net sales and adjusted EBITDA margins with consideration of market premiums~~$614.1 ~~The unobservable inputs used to measure the fair value included projected net sales~~million, ~~forecasted adjusted EBITDA margins~~$1,097.7 ~~weighted~~million ~~average~~and ~~cost~~$901.6 ~~of capital~~million, ~~normalized~~respectively. ~~working~~Given ~~capital~~the ~~level,~~ongoing ~~capital~~macroeconomic ~~expenditures~~and ~~assumptions,~~market ~~profitability projections~~uncertainties, ~~determination~~there ofis ~~appropriate~~a ~~market~~reasonable ~~comparison~~possibility ~~companies~~that ~~and terminal growth rates. Under~~ the ~~guideline~~Company ~~transaction~~may ~~method,~~recognize ~~the~~future ~~fair~~impairment ~~value~~charges ~~was~~related ~~based on pricing multiples derived from recently sold companies with similar characteristics~~ to ~~E2open~~its ~~taking into consideration management's estimates of projected net sales and net operating income margins~~goodwill.

The three approaches generated similar results and indicated that the fair value of E2open's equity and goodwill was less than its carrying amounts. Therefore, during the fiscal years ended February 29, 2024 and February 28, 2023, the Company recognized impairment charges of $1,097.7 million and $901.6 million, respectively.85

The ~~Company~~following ~~did~~tables ~~not~~present ~~record a goodwill impairment charge for~~ the ~~fiscal~~changes ~~year~~in ~~ended February 28, 2022.~~goodwill:

The following tables present the changes in goodwill:


($ in thousands)	Amount
Balance, February 28, 2023	$	2,927,807
Impairment charge		(1,097,741	)
Currency translation adjustment		13,411
Balance, February 29, 2024		1,843,477
Impairment charge		(614,100	)
Currency translation adjustment		(15,583	)
Balance, February 28, 2025	$	1,213,794

($ in thousands)	Amount
Balance, February 28, 2022	$	3,756,871
BluJay Acquisition adjustment (1)		(5,455	)
Logistyx Acquisition (2)		123,746
Impairment charge		(901,566	)
Disposition (3)		(1,306	)
Currency translation adjustment		(44,483	)
Balance, February 28, 2023		2,927,807
Impairment charge		(1,097,741	)
Currency translation adjustment		13,411
Balance, February 29, 2024	$	1,843,477

Intangible Assets, Net

~~Represents~~The aCompany ~~purchase~~tests ~~price~~its ~~adjustment~~indefinite-lived tointangible asset for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the ~~goodwill~~fair ~~acquired~~value inof the ~~BluJay~~indefinite-lived ~~Acquisition~~intangible asasset ofbelow ~~September~~its 1,carrying ~~2021~~value between annual impairment tests. ~~See~~As ~~Note~~the 3Company has only one reporting unit, ~~Acquisitions~~any ~~for~~indefinite-lived ~~additional~~intangible ~~information~~asset assessment is performed at the Company level.

~~Represents~~During the ~~goodwill~~third ~~acquired~~and fourth quarters of fiscal 2025 and first and third quarters of fiscal 2024, the Company experienced a significant decline in the ~~Logistyx~~market ~~Acquisition~~price asof its Class A Common Stock and market capitalization. In addition, in certain of ~~March~~these 2quarters, ~~2022~~the Company experienced slowing growth and ~~subsequent~~lowered ~~purchase~~projections ~~price~~due ~~adjustments~~to lower than anticipated net bookings, lower revenue, higher than expected churn and macroeconomic impacts. ~~See~~These ~~Note~~factors 3resulted in the Company determining that triggering events occurred, ~~Acquisitions~~and indefinite-lived intangible asset impairment assessments were performed for ~~additional~~the ~~information~~respective quarters.

~~Represents~~The fair value of the ~~goodwill~~indefinite-lived ~~that~~intangible asset was ~~sold~~calculated asusing ~~part~~the relief from royalty payments method which is based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The royalty rate used was based on royalty rates of companies with similar characteristics to E2open. The discount rate used was based on the ~~subsidiary~~weighted-average ~~disposition~~cost inof ~~February~~capital ~~2023~~adjusted for the risk, size premium and business-specific characteristics related to projected net sales.

~~Intangible~~The ~~Assets~~assessments indicated that the fair value of the Company's indefinite-lived intangible asset was less than its carrying amount; therefore, ~~Net~~during the fiscal year ended February 28, 2025 and February 29, 2024, the Company recognized an impairment charge of $18.5 million and $34.0 million to intangible assets, net, for the indefinite-lived trademark / trade name, respectively. Given the ongoing macroeconomic and market uncertainties, there is a reasonable possibility that the Company may recognize future impairment charges related to its indefinite-lived intangible asset.

The Company ~~tests~~did ~~its~~not ~~indefinite-lived~~record ~~intangible asset for impairment on~~ an ~~annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of the~~ indefinite-lived intangible asset ~~below its carrying value between annual~~ impairment ~~tests.~~charge Asfor the ~~Company~~year ~~has~~ended ~~only~~February ~~one reporting unit~~28, ~~any indefinite-lived intangible asset assessment is performed at the Company level~~2023.

~~During~~Intangible ~~the first and third quarters of fiscal 2024~~assets, ~~the~~net ~~market~~consisted ~~price~~ of E2open's Class A Common Stock and market capitalization declined significantly. The Company also lowered its projections for net sales and net operating margins due to lower than anticipated new bookings, lower revenue from tiered contracts, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors. These factors resulted in the Company determining that a triggering event occurred, and interim indefinite-lived intangible asset impairment assessments were performed.following:


	February 28, 2025
($ in thousands)	Weighted Average Useful Life in Years	Cost		Accumulated Amortization			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	57,500	$	—		$	57,500
Definite-lived:
Client relationships	14		500,466		(237,948	)		262,518
Technology	7		688,509		(365,129	)		323,380
Content library	10		50,000		(20,372	)		29,628
Trade name	1		3,979		(3,979	)		—
Backlog	3		800		(800	)		—
Total definite-lived			1,243,754		(628,228	)		615,526
Total intangible assets		$	1,301,254	$	(628,228	)	$	673,026

9286

The interim assessments indicated that the fair value of the Company's indefinite-lived intangible asset was less than its carrying amount; therefore, during the fiscal year ended February 29, 2024, the Company recognized an impairment charge of $34.0 million to intangible assets, net, for the indefinite-lived trademark / trade name.


	February 29, 2024
($ in thousands)	Weighted Average Useful Life in Years	Cost		Accumulated Amortization			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	76,000	$	—		$	76,000
Definite-lived:
Client relationships	14		502,722		(194,001	)		308,721
Technology	7		691,573		(270,051	)		421,522
Content library	10		50,000		(15,372	)		34,628
Trade name	1		3,997		(3,997	)		—
Backlog	3		800		(640	)		160
Total definite-lived			1,249,092		(484,061	)		765,031
Total intangible assets		$	1,325,092	$	(484,061	)	$	841,031

The ~~Company~~e2open ~~did~~trade ~~not~~name ~~record~~and anvarious trademarks are indefinite-lived. ~~intangible~~Acquired ~~asset~~trade ~~impairment~~names ~~charge~~are ~~for~~definite-lived ~~the~~as ~~years~~over ~~ended~~time ~~February~~the ~~28,~~Company ~~2023~~rebrands acquired products and ~~2022~~services as e2open.

~~Intangible~~During ~~assets~~February 2023, net ~~consisted~~client relationships and technology of $0.7 million and $1.6 million, respectively, were sold as part of the ~~following:~~subsidiary disposition.

	February 29, 2024
($ in thousands)	Weighted AverageUseful Life	Cost		AccumulatedAmortization			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	76,000	$	—		$	76,000
Definite-lived:
Client relationships	13.7		502,722		(194,001	)		308,721
Technology	7.3		691,573		(270,051	)		421,522
Content library	10.0		50,000		(15,372	)		34,628
Trade name	1.0		3,997		(3,997	)		—
Backlog	2.5		800		(640	)		160
Total definite-lived			1,249,092		(484,061	)		765,031
Total intangible assets		$	1,325,092	$	(484,061	)	$	841,031

Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Consolidated Statements of Operations. The Company recorded amortization expense related to intangible assets of $148.1 million, $178.9 million and $181.3 million for the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023, respectively.

	February 28, 2023
($ in thousands)	Weighted AverageUseful Life	Cost		AccumulatedAmortization			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	110,000	$	—		$	110,000
Definite-lived:
Client relationships	13.8		500,975		(118,520	)		382,455
Technology	7.3		688,739		(170,178	)		518,561
Content library	10.0		50,000		(10,372	)		39,628
Trade name	1.0		3,843		(3,843	)		—
Backlog	2.5		800		(320	)		480
Total definite-lived			1,244,357		(303,233	)		941,124
Total intangible assets		$	1,354,357	$	(303,233	)	$	1,051,124

The weighted-average remaining amortization period for the definite-lived intangible assets was 8.8 years as of February 28, 2025.

~~The~~Future ~~e2open~~amortization ~~trade~~of ~~name~~intangibles ~~and~~is ~~various trademarks are indefinite-lived. Acquired trade names are definite-lived~~ as ~~over~~follows ~~time~~for the ~~Company~~fiscal ~~rebrands~~years ~~acquired products and services as e2open.~~ending:

During February 2023, net client relationships and technology of $0.7 million and $1.6 million, respectively, were sold as part of the subsidiary disposition.


($ in thousands)	Amount
2026	$	116,680
2027		116,680
2028		92,025
2029		69,489
2030		40,519
Thereafter		180,133
Total future amortization	$	615,526

~~Amortization~~Property ~~of intangible assets is recorded in cost of revenue~~ and ~~operating expenses in the Consolidated Statements of Operations. The Company recorded amortization expense related to intangible assets of $178.9 million~~Equipment, ~~$181.3 million and $120.2 million for the fiscal years ended February 29, 2024 and February 28, 2023 and 2022, respectively.~~Net

~~The~~Property ~~weighted-average~~and ~~remaining~~equipment, ~~amortization~~net ~~period~~consisted ~~for~~of the ~~definite-lived intangible assets was 8.9 years as of February 29, 2024.~~following:

Future amortization of intangibles is as follows for the fiscal years ending:


($ in thousands)	February 28, 2025		February 29, 2024
Computer equipment	$	69,069	$	63,416
Software		26,630		27,038
Software development costs		71,971		53,613
Furniture and fixtures		1,776		2,719
Leasehold improvements		7,733		9,063
Gross property and equipment		177,179		155,849
Less accumulated depreciation and amortization

Filing Compare · E2open Parent Holdings, Inc.