Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
E2open Parent Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
29788T103 (CUSIP Number) |
Jason Norman Lee 60B Orchard Road #06-18, The Atrium@Orchard Singapore, U0, 238891 65 6828 6828 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 29788T103 |
| 1 |
Name of reporting person
Temasek Holdings (Private) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,248,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The calculation in line 13 is based on 310,168,075 shares of Class A Common Stock, outstanding as of April 25, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 29788T103 |
| 1 |
Name of reporting person
Temasek Capital (Private) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,248,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The calculation in line 13 is based on 310,168,075 shares of Class A Common Stock, outstanding as of April 25, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 29788T103 |
| 1 |
Name of reporting person
Seletar Investments Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,248,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The calculation in line 13 is based on 310,168,075 shares of Class A Common Stock, outstanding as of April 25, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 29788T103 |
| 1 |
Name of reporting person
Aranda Investments Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,248,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The calculation in line 13 is based on 310,168,075 shares of Class A Common Stock, outstanding as of April 25, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
E2open Parent Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
14135 Midway Road, Suite G300, Addison,
TEXAS
, 75001. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on September 10, 2021 (as amended, the "Schedule 13D"), related to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of E2open Parent Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Agreement and Plan of Merger On May 25, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with WiseTech Global Limited, an Australian public company limited by shares ("Parent"), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Company Merger Sub"), Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent ("Holdings Merger Sub"), the Issuer and E2Open Holdings, LLC, a Delaware limited liability company ("Holdings"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Holdings Merger Sub will be merged with and into Holdings, with Holdings being the surviving company, collectively owned, directly or indirectly, by Parent (the "Holdings Merger"), (ii) immediately following consummation of the Holdings Merger, Company Merger Sub will be merged with and into the Issuer, with the Issuer being the surviving company and a wholly-owned subsidiary of Parent (the "Company Merger", and together with the Holdings Merger, the "Mergers"). The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. Following the execution of the Merger Agreement, Aranda Investments and certain other stockholders of the Issuer executed and delivered to the Issuer a written consent (the "Written Consent") approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Mergers. As a result of the execution and delivery of the Written Consent, the holders of at least a majority of the outstanding shares of Class A Common Stock and Class V Common Stock (voting as a single class) thereon have adopted and approved the Merger Agreement. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 99.2 to this Amendment No. 1 and is hereby incorporated into this Item 4 by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The ownership percentages set forth below are based on 310,168,075 shares of Class A Common Stock, outstanding as of April 25, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 filed with the Securities and Exchange Commission on April 29, 2025. Of this amount, 29,248,151 shares were held by Aranda Investments, or approximately 9.4 percent of the Issuer's total outstanding Class A Common Stock. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Aranda Investments is a direct wholly-owned subsidiary of Seletar Investments. Seletar Investments is a direct wholly-owned subsidiary of Temasek Capital, which in turn is a direct wholly-owned subsidiary of Temasek. Seletar Investments, Temasek Capital and Temasek may therefore be deemed to have or share beneficial ownership of the 29,248,151 shares of Class A Common Stock held by Aranda Investments. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety to read as follows: None of the Reporting Persons has engaged in any transaction in any shares of Class A Common Stock during the past sixty days. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in any shares of Class A Common Stock during the past sixty days. | |
| (d) | Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Not applicable. | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 above is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 of the Schedule 13D filed by the Reporting Persons with the SEC on September 10, 2021). 99.2 Agreement and Plan of Merger, dated as of May 25, 2025, by and among WiseTech Global Limited, Emerald Parent Merger Sub Corp., Emerald Holdings Merger Sub LLC, E2Open Parent Holdings, Inc. and E2Open Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Issuer reporting events that occurred on May 25, 2025). 99.3 Schedule A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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