liability company (“Insight GBCF Cayman Blocker”), Insight GBCF (Delaware) Eagle Blocker, LLC, a Delaware limited liability company (“Insight GBCF Delaware Blocker”), Elliott Eagle JV LLC, a Delaware limited liability company (“Elliott Eagle Blocker”), PDI III E2open Blocker Corp., a Delaware corporation (“PDI Blocker,” and together with Insight Cayman Blocker, Insight Delaware Blocker, Insight GBCF Cayman Blocker, Insight GBCF Delaware Blocker, and Elliott Eagle Blocker, the “Blockers”), Elliott Associates, L.P., a Delaware limited partnership, Elliott International, L.P., a Cayman Islands limited partnership, Sonar Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub,” and together with the Buyer and the Blocker Merger Subs, the “Buyer Parties”), E2open Holdings, and Insight Venture Partners, LLC, a Delaware limited liability company, solely in its capacity as representative of the Blocker Owners and the Company Equityholders (the “Equityholder Representative”) (the Domestication and the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”), following the approval of the shareholders of CCNB1 at an extraordinary general meeting held on February 2, 2021. Upon the completion of the Business Combination, we changed our name to “E2open Parent Holdings, Inc.” and the business of E2open became our business. Unless otherwise defined herein, capitalized terms used in this Report have the same meaning as set forth in the final prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2021 by the registrant.
The Consideration
Pursuant to the terms of the Business Combination Agreement, the aggregate consideration for the Business Combination (the “Business Combination”) payable or issuable by CCNB1 in exchange for the equity interests of E2open Holdings was: (i) with respect to the Blockers and holders of vested E2open Holdings options (which constituted all of the outstanding E2open Holdings options), a combination of cash consideration and shares of newly issued Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), shares of newly issued Series B-1 common stock, par value $0.0001 per share, of the Company (“Class B-1 Common Stock”), and shares of newly issued Series B-2 common stock, par value $0.0001 per share, of the Company (“Class B-2 Common Stock”), which shares of Class B-1 Common Stock and Class B-2 Common Stock are subject to performance-based vesting conditions equivalent to the RCUs (defined below) and restricted from transfer (subject to limited customary exceptions), (ii) with respect to unitholders (other than the Blockers), a combination of cash consideration and Common Units in E2open Holdings (each, an “E2open Unit” and the holders of such E2open Holdings Units, the “E2open Unitholders”) and a corresponding number of shares of Class V common stock, par value $0.0001 per share, of the Company (“E2open Class V Common Stock”), which has no economic value, but entitles the holder thereof to one vote per share and will be issued on a one-for-one basis for each E2open Holdings Unit, and Series 1 Restricted Common Units (“Series 1 RCUs”) and Series 2 Restricted Common Units (“Series 2 RCUs,” and together with Series 1 RCUs, the “RCUs”), which are subject to performance based vesting conditions as described herein and as set forth in the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings (the “A&R Company LLCA”) entered into upon the Closing, and restricted from transfer (subject to limited customary exceptions).
In connection with the signing of the Business Combination Agreement, CCNB1 entered into subscription agreements (the “Subscription Agreements”) with certain investors, including equityholders of CCNB1 and E2open Holdings (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and CCNB1 agreed to issue and sell to such investors, on the Closing Date, an aggregate of 69,500,000 shares of Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $695,000,000.
Immediately after giving effect to the Business Combination and the PIPE Investment, there were approximately 187,044,312 shares of Class A Common Stock outstanding, and in addition, there were approximately 35,636,680 shares of Class V Common Stock outstanding. These share numbers (i) exclude (a) 24,080,000 shares of Class A Common Stock subject to outstanding warrants of the Company, (b) 5,620,367 shares of Series B-1 Common Stock, (c) 4,397,557 shares of Series B-2 Common Stock and (d) 15,000,000 shares of Class A Common Stock reserved for issuance under the EIP.
The audited financial statements included herein are those of CCNB1 prior to the consummation of the Business Combination and the name change. Prior to the Business Combination, CCNB1 neither engaged