AMBR Amber Road, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO/A

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

AMBER ROAD, INC.

(Name of Subject Company (Issuer))

CHICAGO MERGER SUB, INC.

(Names of Filing Persons (Offeror))

EAGLE PARENT HOLDINGS, LLC

(Names of Filing Persons (Parent of Offeror))

E2OPEN, LLC

INSIGHT VENTURE PARTNERS IX, L.P.

INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.

INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.

INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND, L.P.

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (B), L.P.

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P.

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P.

INSIGHT VENTURE PARTNERS X, L.P.

INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P.

INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.

INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.

(Names of Filing Persons (Others))

Common Stock, $0.001 par value

(Title of Class of Securities)

02318Y108

(CUSIP Number of Class of Securities)

Chicago Merger Sub, Inc.

Eagle Parent Holdings, LLC

c/o Laura Fese

E2open, LLC

9600 Great Hills Trail, Suite 300E

Austin, Texas 78759

(866) 432-6736

Copy to:

Morgan D. Elwyn

Robert A. Rizzo

Claire E. James

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

Check the appropriate boxes below to designate any transactions to which the statement relates:

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 1 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO filed by Chicago Merger Sub, Inc., a Delaware corporation (the “ Offeror ”), Eagle Parent Holdings, LLC, a Delaware limited liability company (“ Parent ”), E2open, LLC, a Delaware limited liability company (“ E2open ”), and the following private equity funds: (i) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership, (ii) Insight Venture Partners IX (Co-investors), L.P., a Cayman Islands exempted limited partnership, (iii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership, (iv) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership, (v) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership, (vi) Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P., a Cayman Islands exempted limited partnership, (vii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership, (viii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Delaware limited partnership, (ix) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership, (x) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership, (xi) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership and (xii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership, ((i) through (xii) collectively “ Insight ”) on June 3, 2019 (together with any subsequent amendments or supplements thereto, the “ Schedule TO ”). The Schedule TO relates to the tender offer by Purchaser for all of the issued and outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of Amber Road, Inc., a Delaware corporation (“ Amber Road ”), at a price of $13.05 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated June 3, 2019 (together with any subsequent amendments or supplements thereto, the “ Offer to Purchase ”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal that accompanied such Offer to Purchase. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO and the Offer to Purchase.

All of the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated herein by reference in response to Items 1 through 9 and Item 11 of the Schedule TO, except as otherwise set forth below. This Amendment should be read together with the Schedule TO.

Items 1–9 and Item 11.

The Offer to Purchase is hereby amended and supplemented as follows:

“On June 5, 2019, the Federal Trade Commission (“ FTC ”) granted early termination of the waiting period under the HSR Act.”

“On June 5, 2019, the FTC granted early termination of the waiting period under the HSR Act. Accordingly, the condition that the approval or waiting period under the HSR Act having expired or early termination thereof having been granted has been satisfied. The Offer continues to be subject to the remaining conditions set forth in this Section 14 “Conditions to the Offer”.”

“Under the HSR Act, our purchase of Shares in the Offer may not be completed until the expiration of a fifteen calendar day waiting period following the filing by Parent, as the ultimate parent of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. Parent and Amber Road filed their Premerger Notification and Report Forms on May 24, 2019 with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger. On June 5, 2019, the FTC

granted early termination of the waiting period under the HSR Act. Accordingly, the condition that the approval or waiting period under the HSR Act having expired or early termination thereof having been granted has been satisfied. The Offer continues to be subject to the remaining conditions set forth in Section 14 “Conditions to the Offer . ”

“As of June 11, 2019, we are aware of one punitive class action lawsuit which was filed by a purported Amber Road stockholder in the United States District Court for the District of Delaware. The complaint is captioned Patrick Plumley v. Amber Road, Inc. et al., Docket No. 1:19-cv-01053 (filed June 6, 2019). The complaint names as defendants Amber Road, the members of the Amber Road Board, Parent, the Offeror and E2open, LLC. The complaint alleges, among other things, that Amber Road and the Amber Road Board violated provisions of the Exchange Act by failing to provide in the Schedule 14D-9 certain material information needed by stockholders to make an informed decision whether to tender their Shares. As relief, the complaint seeks, among other things, an injunction against the Transactions, damages should the Transactions not be enjoined, and an award of attorneys’ and experts’ fees. Amber Road has disclosed in its Schedule 14D-9/A that it believes that the allegations in the suit are without merit. Parent and the Offeror believe these claims are without merit and intend to vigorously defend against these claims. The full complaint is attached as Exhibit (a)(5)(B) to the Schedule TO.

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(B) Class Action Complaint filed June 6, 2019; Plumley v. Amber Road, Inc. et al., Case No. 1:19-cv-01053) (incorporated by reference to Exhibit (a)(6) of the Schedule 14D-9/A filed by Amber Road on June 12, 2019).

SIGNATURES

After due 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.