TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 19, 2021 Registration No. 333-253969​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ​ E2open Parent Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter)​ ​ Delaware 7372 86-1874570 ​ (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization)​ Classification Code Number)​ Identification Number) ​ 9600 Great Hills Trail, Suite 300E Austin, Texas 78759 (866) 432-6736 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)​ ​ Laura Fese Executive Vice President and General Counsel E2open Parent Holdings, Inc. 9600 Great Hills Trail, Suite 300E Austin, Texas 78759 (866) 432-6736 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)​ ​ Copy to: Morgan D. Elwyn Claire E. James Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 ​ Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 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 definitions 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 ☒ TABLE OF CONTENTS 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of (1) to Be Registered Registered Per Security Price Registration Fee​ Primary Offering: ​ ​ ​ ​​ (2) (3) (3) Class A Common Stock, $0.0001 par value per share ​ 29,079,972​ $ 11.50 $ 334,419,678 ​ $ 36,485.19 ​​ Secondary Offering: ​ ​ ​ ​​ (4) (5) (5) Class A Common Stock, $0.0001 par value per share ​215,045,300​ $ 9.55 $ 2,053,682,615 ​ $ 224,056.77 ​​ (6) (7) Warrants to purchase Class A Common Stock ​ 15,280,000​ $ — $ — ​ $ — ​​ (8) Total ​ ​ $ 2,388,102,293 ​ $ 260,541.96 ​​ (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Class A Common Stock that may become issuable to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction. (2) Consists of: (i) 13,799,972 shares of Class A Common Stock that may be issued upon exercise of the Public Warrants (as such term is defined under “Frequently Used Terms”) based on the number of public warrants outstanding as of March 2, 2021; (ii) 10,280,000 shares of Class A Common Stock that may be issued upon exercise of the Private Placement Warrants (as such term is defined under “Frequently Used Terms”); and (iii) 5,000,000 shares of Class A Common Stock that may be issued upon exercise of the Forward Purchase Warrants (as such term is defined under “Frequently Used Terms”). The aggregate number of shares of Class A Common Stock shall be adjusted to include any additional shares of Class A Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. (3) Calculated pursuant to Rule 457(g) under the Securities Act based on the fixed conversion or exercise price per share of the Class A Common Stock issuable upon exercise of the Warrants (as such term is defined under “Frequently Used Terms”). (4) Consists of the following shares of Class A Common Stock registered for resale by the Selling Holders (as such term is defined under “Frequently Used Terms”): (i) 10,280,000 shares of Class A Common Stock underlying the Private Placement Warrants; (ii) 5,000,000 shares of Class A Common Stock underlying the Forward Purchase Warrants; (iii) 43,289,370 shares of Class A Common Stock issued in the Business Combination (as such term is defined under “Frequently Used Terms”); (iv) 8,113,752 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-1 Common Stock (as such term is defined under “Frequently Used Terms”); (v) 3,368,217 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock (as such term is defined under “Frequently Used Terms”); (vi) 35,636,680 shares of Class A Common Stock issuable upon the exchange of Common Units (as such term is defined under “Frequently Used Terms”) and the surrender and cancellation of a corresponding number of shares of Class V Common Stock (as such term is defined under “Frequently Used Terms”); (vii) 7,007,281 shares of Class A Common Stock issuable upon (a) the conversion of Restricted Common Units into Common Units, and (b) the exchange of such Common Units (as such term is defined under “Frequently Used Terms”) and the surrender and cancellation of a corresponding number of shares of Class V Common Stock (as such term is defined under “Frequently Used Terms”); (viii) 12,766,286 shares of Class A Common Stock held by the Sponsor (as such term is defined under “Frequently Used Terms”) and 83,714 shares held by CCNB1’s Independent Directors (as such term is defined under “Frequently Used Terms”); (ix) 69,500,000 shares of Class A Common Stock issued in the PIPE Investment (as such term is defined under “Frequently Used Terms”); (x) 6,830 shares of Class A Common Stock granted to one of our directors; and (xi) 20,000,000 Forward Purchase Shares (as such term is defined under “Frequently Used Terms”). The aggregate number of shares of Class A Common Stock shall be adjusted to include any additional shares of Class A Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of the Class A Common Stock on March 2, as reported on the New York Stock Exchange, under the symbol “ETWO.” (6) Consists of: (i) 10,280,000 Private Placement Warrants and (ii) 5,000,000 Forward Purchase Warrants. (7) Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required with respect to the Warrants. (8) An aggregate registration fee of $260,541.96 was previously paid. ​ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Subject to completion, dated March 19, 2021 Preliminary Prospectus 215,045,300 Shares of Class A Common Stock 15,280,000 Warrants to Purchase Class A Common Stock This prospectus relates to: (1) the issuance by us of up to 29,079,972 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, including the Public Warrants, the Private Placement Warrants and the Forward Purchase Warrants (each as defined under “Frequently Used Terms”); and (2) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 215,045,300 shares of Class A Common Stock and (ii) up to 15,280,000 Private Placement Warrants and Forward Purchase Warrants. This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Holders may offer or sell the securities. More specific terms of any securities that we and the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.