UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 12, 2019~~

July 2, 2019

AMBER ROAD, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	001-36360	22-2590301
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

One Meadowlands Plaza

East Rutherford, New Jersey 07073

(Address of principal executive offices, including zip code)

~~Registrant’s telephone number:~~ (201) 935-8588

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the~~ (Registrant’s ~~under~~telephone ~~any~~number, ofincluding ~~the~~area ~~following~~code) ~~provisions:~~

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

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. ☒

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

AMBR

NYSE

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~01.~~405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Merger~~Emerging ~~Agreement~~growth company ☒

OnIf ~~May 12, 2019, Amber Road, Inc. (the “Company”), entered into~~ an ~~Agreement~~emerging ~~and~~growth ~~Plan of Merger (the “Merger Agreement”) by and among the Company, Eagle Parent Holdings, LLC, a Delaware limited liability~~ company ~~(“Parent”)~~, ~~Chicago~~indicate ~~Merger~~by ~~Sub,~~check ~~Inc.,~~mark ~~a Delaware~~if ~~corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and E2open, LLC, a Delaware limited liability company, solely for~~ the ~~purposes~~registrant of Section 9.17 of the Merger Agreement. The transaction represents the culmination of a strategic undertaking started in mid-2017 to informally explore the market for any interest that could help achieve the Company’s objective of maximizing stockholder value. Under the terms of the Merger Agreement, Parent has ~~agreed~~elected tonot ~~cause Purchaser~~ to ~~commence~~use ~~a tender offer no later than June 3, 2019 (unless otherwise agreed to by~~ the ~~Company~~extended ~~and~~transition ~~Parent) to acquire all of the outstanding shares of the Company’s common~~period ~~stock~~ for ~~$13.05~~complying ~~per share, without interest (such tender offer, as it may be amended from time to time in accordance~~ with ~~the~~any ~~Merger~~new ~~Agreement, the “Offer,” and such amount of consideration~~ or ~~any~~revised ~~greater~~financial ~~amount~~accounting ~~per~~standards ~~share~~provided ~~that may be paid~~ pursuant to ~~the~~Section ~~Offer, the “Offer Price”~~13(a) ~~and~~of ~~subject to applicable withholding taxes. Parent intends to fund~~ the ~~Offer~~Exchange ~~Price with a combination of committed debt and equity financing~~Act. ☒

~~The~~INTRODUCTORY ~~consummation~~NOTE of the Offer will be conditioned on (i) at least a majority of all shares of the Company’s outstanding common stock having been validly tendered into (and not withdrawn from) the Offer prior to the expiration date of the Offer, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in the United States, and (iii) other customary conditions. The Offer will initially remain open for 20 business days from the date of commencement of the Offer, subject to extension under certain circumstances. The Offer and the Merger are not subject to a financing contingency.

~~Under~~As ~~certain~~previously ~~circumstances~~disclosed on May 13, ~~Purchaser~~2019 ~~may~~in bea ~~required~~Current orReport ~~permitted~~on toForm ~~extend~~8-K filed with the ~~Offer~~Securities and Exchange Commission (the “SEC”) by Amber Road, Inc. (the “Company”), on ~~one~~May 12, or2019, ~~more~~the ~~occasions~~Company ~~in accordance~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Chicago Merger Sub, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Purchaser”), and E2open, LLC (“E2open”), solely for purposes of Section 9.17 of the ~~terms~~Merger ~~set~~Agreement. ~~forth~~Under inthe terms of the Merger Agreement, ~~and~~Purchaser commenced a cash tender offer (the ~~applicable~~“Offer”) ~~rules~~to purchase all of the issued and ~~regulations~~outstanding shares of the ~~United~~Company ~~States~~common ~~Securities~~stock, ~~and~~$0.001 ~~Exchange~~par ~~Commission~~value per share (the “~~SEC~~Shares”), at a purchase price of $13.05 Inper ~~general~~Share (the “Offer Price”), ~~Purchaser~~net ~~will~~to ~~not~~the beholder ~~required~~thereof in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to ~~extend~~the conditions set forth in the Offer ~~beyond September~~to Purchase, dated June 93, 2019 (the “~~Termination~~Offer ~~Date~~to Purchase”), and in the related Letter of Transmittal and Notice of Guaranteed Delivery.

~~Following~~Item ~~the~~2.01 ~~consummation~~COMPLETION ofOF ~~the~~ACQUISITION ~~Offer,~~OR ~~subject~~DISPOSITION toOF satisfaction of the conditions, Purchaser will be merged with and into the Company (the “Merger”) and the Company will become an indirect wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals. ASSETS

~~Pursuant~~The toOffer expired as scheduled at one minute after 11:59 p.m. Eastern Time on July 1, 2019 (the “Expiration Time”). Approximately 23,640,724 Shares were validly tendered and not withdrawn in accordance with the terms of the Offer, representing approximately 78.4% of the fully diluted Shares (as calculated in accordance with the Merger Agreement,) at such time. Additionally, approximately 487,177 Shares were tendered by notice of guaranteed delivery, together with all other Shares validly tendered and not withdrawn in accordance with the ~~effective~~terms ~~time~~of the Offer, representing approximately 79.9% of the ~~Merger~~fully diluted Shares (as calculated in accordance with the ~~“Effective~~Merger ~~Time”~~Agreement): at such time. All conditions to the Offer having been satisfied, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer.

•On ~~each~~July 2, ~~outstanding~~2019, ~~share~~following acceptance of the tendered Shares and concurrently with payment therefor, Purchaser merged with and into the Company’s ~~common~~(the ~~stock~~“Merger”), with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Parent, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”), each Share that was outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than ~~shares~~(A) Shares owned by Parent, Purchaser or the Company, or by any ~~of their respective~~ wholly-owned ~~subsidiaries~~subsidiary of Parent, Purchaser or ~~shares~~the ~~with~~Company, ~~respect~~and to(B) any ~~which~~Shares ~~appraisal~~owned ~~rights~~by ~~are~~stockholders who properly exercised appraisal ~~under~~rights ~~Delaware~~with ~~law~~respect thereto in accordance with Section 262 of the DGCL) ~~will~~was becancelled and extinguished and automatically converted into the right to receive cash in an amount inequal to the Offer Price, without interest thereon and less any applicable withholding taxes. At the Effective Time, the holders of such Shares ceased to have any rights as stockholders of the Company (other than their right to receive an amount of cash equal to the Offer Price, net to the holder thereof, without interest thereon and ~~subject~~less toany applicable withholding taxes;).

•In addition, at the Effective Time, each ~~then-outstanding~~option to purchase Shares, whether vested or unvested, that was outstanding and unexercised ~~Company~~immediately ~~stock~~prior ~~option~~to ~~shall~~the ~~automatically~~Effective beTime ~~canceled~~(each, a “Company Option”) was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the ~~Merger~~Offer ~~Consideration~~Price over (asy) the exercise price payable per Share under such ~~term~~Company Option, isless ~~defined~~any inrequired withholding taxes (the ~~Merger~~“Option ~~Agreement~~Consideration”). ~~over~~Any ~~the~~Company Option with an exercise price per ~~share~~Share ofgreater ~~such~~than ~~stock~~or ~~option,~~equal ~~without~~to ~~interest~~the ~~and~~Offer ~~subject~~Price towas ~~applicable~~cancelled ~~withholding~~for ~~taxes;~~no ~~provided~~consideration. ~~that,~~The inOption ~~the~~Consideration ~~event~~payable ~~that~~on vested ~~the~~Company ~~exercise~~Options ~~price~~will ofbe ~~any~~paid ~~such~~on ~~stock~~the ~~option~~first isregularly ~~equal~~scheduled topayroll ordate ~~greater~~at ~~than~~least three business days following the Merger. The Option Consideration, ~~such~~payable ~~stock~~on ~~option~~unvested Company Options (subject to certain exceptions) will be ~~canceled,~~subject ~~without~~to ~~any~~the satisfaction ~~consideration~~of ~~being~~the ~~payable~~original investing ~~respect~~conditions ~~thereof~~applicable to such unvested Company Options and will be paid to holders who have nosatisfied ~~further~~the ~~force~~applicable vesting conditions on the first regularly scheduled payroll date that is on or ~~effect;~~following the first day of the fiscal quarter immediately following the applicable vesting date of such unvested Company Options.

2Each restricted stock unit granted pursuant to any Company Equity Plan (as defined in the Merger Agreement) that vests solely based on time and was outstanding immediately prior to the Effective Time (each, a “Company RSU”) was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the Offer Price, multiplied by (ii) the total number of Shares subject to such Company RSU, less any required withholding taxes (the “RSU Consideration”). The RSU Consideration payable on vested Company RSUs will be paid on the first regularly scheduled payroll date at least three business days following the Merger. The RSU Consideration payable on unvested Company RSUs (subject to certain exceptions) will be subject to the satisfaction of the original vesting conditions applicable to such unvested Company RSUs and will be paid to holders who have satisfied the applicable vesting conditions on the first regularly scheduled payroll date that is on or following the first day of the fiscal quarter immediately following the applicable vesting date of such unvested Company RSUs.

~~• except as provided in the Merger Agreement, each then~~-~~outstanding~~1- unvested Company stock option shall automatically be canceled and converted into the right to receive, on the date on which each such unvested Company stock option is scheduled to vest (and subject to the achievement of the vesting conditions) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option without interest and subject to applicable withholding taxes; provided that, in the event that the exercise price of any such stock option is equal to or greater than the Merger Consideration, such stock option will be canceled, without any consideration being payable in respect thereof and have no further force or effect;

•Each ~~each~~ vested ~~Company~~performance stock unit or restricted stock unit granted pursuant to any Company Equity Plan (as defined in the Merger Agreement) that isvests ~~then~~in whole or in part on the basis of the achievement of performance targets and was outstanding ~~shall~~and ~~automatically~~unsettled beimmediately ~~canceled~~prior to the Effective Time (each, a “Company PSU”) was cancelled and converted into the right to receive ancash ~~amount~~ in ~~cash~~an amount equal to the product of (i) the Offer Price, ~~without~~multiplied ~~interest~~by ~~and~~(ii) the total number of Shares subject to ~~applicable~~such vested Company PSU, less any required withholding taxes; (the “PSU Consideration”). The PSU Consideration payable on vested Company PSUs will be paid on the first regularly scheduled payroll date at least three business days following the Merger.

•The ~~except~~foregoing assummary ~~provided~~of in the Merger Agreement, ~~each~~and ~~unvested~~the ~~Company~~transactions ~~restricted~~contemplated ~~stock~~thereby ~~unit~~does ~~that~~not ispurport ~~then~~to ~~outstanding shall automatically~~ be ~~canceled~~complete and ~~converted~~is ~~into~~subject ~~the right~~ to ~~receive~~, onand qualified ~~the~~in ~~date~~its onentirety ~~which~~by, ~~each~~the ~~such~~full ~~unvested~~text ~~Company~~of ~~restricted~~the ~~stock~~Merger ~~unit~~Agreement, isa ~~scheduled~~copy toof ~~vest~~which ~~(and~~was ~~subject~~filed toas ~~the~~Exhibit ~~achievement~~2.1 ofto the ~~vesting~~Company’s ~~conditions),~~Current anReport ~~amount~~on inForm ~~cash~~8-K, ~~equal~~dated toMay 13, ~~the Offer Price~~2019, ~~without interest~~ and ~~subject~~is toincorporated ~~applicable~~by reference ~~withholding~~herein. ~~taxes; and~~

•Item ~~each~~3.01 ~~Company~~NOTICE ~~performance-based~~OF ~~share~~DELISTING ~~unit~~OR ~~that~~FAILURE isTO ~~then~~SATISFY ~~outstanding~~A ~~and~~CONTINUED ~~unvested~~LISTING ~~shall~~RULE ~~vest~~OR ~~with~~STANDARD; ~~respect~~TRANSFER toOF the number of shares of Company common stock that would have been earned under such performance-based share unit based on the methodology set forth in the applicable performance-based share unit award agreement (as shall be determined by the Company’s board of directors (the “Board of Directors”) or any appropriate committee thereof) in accordance with its terms, multiplied by the Offer Price, without interest and subject to applicable withholding taxes.LISTING

~~The~~On ~~Merger~~July 2, ~~Agreement contains customary representations~~2019, ~~warranties~~in ~~and~~connection ~~covenants~~with of the ~~parties.~~consummation ~~In addition, under the terms~~ of the ~~Merger~~ ~~Agreement~~Merger, the Company ~~has~~notified ~~agreed~~the ~~not~~New toYork ~~solicit~~Stock Exchange ~~or otherwise facilitate any alternative Acquisition Proposals~~ (~~as defined in the Merger Agreement~~“NYSE”), ~~subject to customary exceptions that permit the Company to respond to any unsolicited Acquisition Proposal, provided that the Board~~ of ~~Directors has determined in good faith (after consultation with~~ the ~~Company’s~~Merger ~~financial advisor~~ and ~~outside~~requested ~~legal counsel)~~ that ~~the~~NYSE ~~failure~~file ~~to do so would reasonably be expected to be inconsistent~~ with ~~its~~the ~~fiduciary~~SEC ~~duties.~~a ~~The~~notification ~~Company~~on isForm ~~also~~25 ~~permitted~~ to ~~change~~delist ~~its~~and ~~recommendation~~deregister ~~in favor of~~ the ~~Merger~~Shares orunder toSection 12(b) ~~terminate~~of the ~~Merger~~Securities ~~Agreement~~Exchange inAct ~~order~~of to1934, ~~accept an unsolicited Superior Proposal (~~as ~~defined~~amended in (the ~~Merger Agreement~~“Exchange Act”). Accordingly, ~~subject~~ toon ~~compliance~~July 2, ~~with the procedures set forth in the Merger Agreement~~2019, ~~including~~NYSE ~~that~~filed the ~~Board~~Form of25 ~~Directors has determined in good faith (after consultation~~ with the ~~Company’s~~SEC ~~financial~~to ~~advisors~~delist and ~~outside~~deregister ~~legal counsel) that~~ the ~~failure~~ ~~to do so would reasonably be expected to be inconsistent with its fiduciary duties~~Shares. ~~The~~Trading ~~Company~~of isthe ~~required~~Shares toon ~~give~~NYSE ~~Parent~~was ahalted ~~three~~prior ~~business day period in which~~ to ~~propose revisions to~~ the ~~terms~~opening of ~~the~~trading ~~Merger~~on ~~Agreement~~July 2, or2019 ~~make~~and ~~another proposal~~will sobe ~~that~~suspended ~~such~~prior ~~Acquisition Proposal would cease~~ to ~~constitute~~the next atrading ~~Superior Proposal~~day. IfThe ~~the~~ Company isintends ~~permitted~~ to ~~terminate~~file with the ~~Merger~~SEC ~~Agreement~~a ~~and~~certification ~~does~~on soForm 15 under the ~~circumstances~~Exchange ~~specified~~Act, inrequesting the ~~Merger~~deregistration ~~Agreement,~~of the ~~Company~~Shares ~~must~~and ~~pay Parent,~~the ~~concurrently with such~~ termination, aand ~~$14.9 million~~suspension ~~termination~~of ~~fee.~~the InCompany’s ~~addition,~~reporting ~~Parent~~obligations ~~is entitled~~ under ~~certain~~Sections 13 ~~circumstances~~and ~~set~~15(d) ~~forth in the Merger Agreement to reimbursement~~ of ~~specified expenses incurred in connection with~~ the ~~transactions~~ ~~contemplated~~Exchange ~~in the Merger Agreement~~Act, ~~in an amount up to, but not exceeding, $3~~respectively.~~0 million~~ ~~in the aggregate.~~

Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

~~Concurrently~~The ~~with~~information ~~the~~disclosed ~~execution~~under ofItem ~~the~~2.01, ~~Merger~~Item ~~Agreement~~3.01, ~~funds~~Item ~~affiliated~~5.01 ~~with Insight Partners~~ and ~~Elliott Management~~Item ~~entered~~5.03 ~~into equity commitment letters with Parent and the Company with respect to certain obligations and liabilities~~ of ~~Parent~~this ~~and~~Current ~~Purchaser~~Report ~~under~~on ~~the~~Form 8-K ~~Merger~~is ~~Agreement~~incorporated inby anreference ~~amount sufficient to fund the total consideration payable~~ in ~~the~~ ~~transaction~~this ~~(including~~Item ~~related fees, costs and expenses)~~3.03.

~~Concurrently~~Item with the execution of the Merger Agreement, certain stockholders of the Company, including each member of the Board of Directors, entered into a Tender and Support Agreement with Parent and Purchaser (the “Support Agreements”), pursuant to which each such stockholder agreed, among other things, to tender their respective shares of the Company’s common stock into the Offer and to not vote any of their shares of Company common stock in favor of any alternative Acquisition Proposals5.01 ~~Shares~~CHANGES ~~held~~IN byCONTROL ~~the~~OF stockholders party to the Support Agreement that are eligible to be tendered into the Offer represent, in the aggregate, approximately 18% of the Company’s common stock outstanding on the date of the Merger Agreement. REGISTRANT

~~The~~As ~~foregoing~~a ~~description~~result of ~~the~~Purchaser’s ~~Merger~~acceptance ~~Agreement~~for ~~does~~payment ~~not~~of ~~purport~~all toShares bethat ~~complete~~were ~~and~~validly istendered ~~qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K~~ and isnot ~~incorporated~~withdrawn ~~herein~~in byaccordance ~~reference. The Merger Agreement has been attached to provide investors~~ with ~~information~~the ~~regarding its~~ terms~~. It is~~ ~~not~~of ~~intended~~the toOffer, ~~provide~~a ~~any~~change ~~other~~in ~~factual~~control ~~information~~of ~~about~~ the Company, ~~Parent or Purchaser~~occurred. InUpon ~~particular,~~ the ~~assertions~~Effective ~~embodied~~Time, in the ~~representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the~~ Company inbecame ~~connection~~an ~~with~~indirect ~~the~~wholly-owned ~~signing~~subsidiary of ~~the Merger Agreement~~Parent. ~~These~~The ~~disclosure schedules contain~~ information ~~that~~disclosed ~~modifies,~~under ~~qualifies~~Item ~~and creates exceptions to the representations and warranties set forth in the Merger Agreement~~2. ~~Moreover~~01, ~~certain~~Item ~~representations~~3.01 and ~~warranties~~Item in5.02 ~~the Merger Agreement were used for the purpose of allocating risk between the Company, Parent~~ and ~~Purchaser,~~Item ~~rather~~5.03 ~~than establishing matters~~ of ~~fact.~~this ~~Accordingly, the~~Current ~~representations~~Report ~~and~~on ~~warranties~~Form in8-K ~~the~~is ~~Merger~~incorporated ~~Agreement~~by ~~may~~reference ~~not constitute the actual state of facts about the Company, Parent or Purchaser~~herein.

OnItem ~~May~~5.02 ~~13, 2019,~~DEPARTURE ~~the~~OF ~~Company~~DIRECTORS ~~issued~~OR aCERTAIN ~~press~~OFFICERS; ~~release~~ELECTION ~~announcing~~OF ~~the~~DIRECTORS; ~~execution~~APPOINTMENT ofOF ~~the~~CERTAIN ~~Merger~~OFFICERS; ~~Agreement.~~COMPENSATORY AARRANGEMENTS ~~copy~~OF ofCERTAIN ~~the press release is furnished herewith as Exhibit 99.1.~~ OFFICERS

~~Item~~At 8the Effective Time, each director of the Company immediately prior to the Effective Time resigned from and ceased serving as a director of the Board of Directors of the Company and any and all committees thereof.~~01.~~ ~~Other~~Each ~~Events~~director resigned in accordance with the terms of the Merger Agreement and in connection with the consummation of the transactions contemplated thereby, and no director resigned because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In-2- light of the announcement of the pending Merger, the Board of Directors has indefinitely postponed the Company’s 2019 Annual Meeting of Stockholders, which had been previously scheduled for June 18, 2019, and with respect to which the Company had filed a definitive proxy statement with the SEC on April 8, 2019. At a later date, the Company will provide information related to a rescheduled meeting, if applicable.

~~Additional~~Pursuant ~~Information~~to the Merger Agreement, at the Effective Time, Jarett Janik and ~~Where~~Laura Fese, the directors of Purchaser immediately prior to ~~Find~~the ItEffective Time, became the directors of the Company.

~~The Offer~~In ~~for~~connection with the ~~outstanding shares~~ consummation of the ~~Company~~Merger, ~~referenced~~each ~~in this communication has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation~~ of anthe ~~offer~~officers ~~to sell shares~~ of the Company, ~~nor~~prior isto ~~it a substitute for~~ the ~~Offer~~Effective ~~materials~~Time, ~~that~~including ~~Parent~~James ~~and Purchaser will file with the SEC upon commencement of the Offer~~W. AtPreuninger ~~the~~(Chief ~~time~~Executive ~~the Offer is commenced~~Officer), ~~Parent~~Thomas ~~and~~E. ~~Purchaser~~Conway ~~will~~(Chief ~~file~~Financial ~~Offer materials on Schedule TO~~Officer), and ~~the Company~~Nathan ~~will~~Pieri ~~file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. THE OFFER MATERIALS~~ (~~INCLUDING~~Chief ANProduct ~~OFFER TO PURCHASE~~Officer), Awas ~~RELATED~~removed ~~LETTER~~by ~~OF TRANSMITTAL AND~~operation ~~CERTAIN~~of ~~OTHER~~law ~~OFFER~~and ~~DOCUMENTS)~~the ~~AND~~following ~~THE~~officers ~~SOLICITATION/RECOMMENDATION~~of ~~STATEMENT~~Purchaser ~~WILL~~as ~~CONTAIN~~of ~~IMPORTANT~~immediately ~~INFORMATION.~~prior ~~HOLDERS~~to OFthe ~~SHARES~~Effective OFTime ~~THE~~became ~~COMPANY~~the ~~ARE~~officers ~~URGED~~of TOthe ~~READ~~Company: ~~THESE~~

4Name Title Jarett Janik President and Treasurer Laura Fese Vice President and Secretary

~~DOCUMENTS~~The ~~CAREFULLY~~information ~~WHEN~~required ~~THEY~~by ~~BECOME~~Item ~~AVAILABLE~~5.02 ~~(AS~~of ~~EACH~~Form ~~MAY~~8-K BEregarding ~~AMENDED~~the ~~OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY SECURITIES~~new ~~SHOULD~~directors ~~CONSIDER~~and ~~BEFORE~~officers ~~MAKING~~has ~~ANY~~been ~~DECISION~~previously ~~REGARDING~~disclosed ~~TENDERING~~in ~~THEIR~~the ~~SECURITIES. The~~ Offer to Purchase, ~~the~~which ~~related~~information ~~Letter~~is ofincorporated ~~Transmittal~~by ~~and~~reference ~~certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of the Company at no expense to them~~herein. ~~The Offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov.~~

InItem addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Parent and the Company file annual, quarterly and current reports and other information with the SEC5.03 ~~Parent’s~~AMENDMENTS ~~and~~TO ~~the~~ARTICLES ~~Company’s~~OF ~~filings~~INCORPORATION ~~with~~OR ~~the~~BYLAWS; ~~SEC~~CHANGE ~~are~~IN ~~available~~FISCAL ~~for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.~~ YEAR

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and ~~Exhibits~~restated (the “Amended Certificate of Incorporation”) and the bylaws of the Company were amended and restated (the “Amended Bylaws”).

~~(d)~~The ~~Exhibits:~~Amended Certificate of Incorporation and the Amended Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated by reference herein.

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger dated as of May 12, 2019, by and among Amber Road, Inc., Eagle Parent Holdings, LLC, and Chicago Purchaser, Inc.
99.1		Press Release issued by Amber Road, Inc., dated May 13, 2019

Item 8.01

OTHER EVENTS

*On ~~Schedules have been omitted pursuant to Item 601(b)(~~July 2), of2019, ~~Regulation~~the ~~S-K. The~~ Company ~~hereby~~and ~~undertakes~~E2open toissued ~~furnish~~a ~~supplemental~~press ~~copies~~release ofannouncing ~~any of~~ the ~~omitted~~consummation ~~schedules~~of ~~upon request by~~ the ~~SEC;~~Merger. ~~provided,~~A ~~however,~~copy ~~that~~of ~~the~~this ~~Company~~press ~~may~~release ~~request~~is attached ~~confidential~~as ~~treatment~~Exhibit ~~pursuant~~99.1 tohereto ~~Rule~~and ~~24b-2~~is ofincorporated ~~the~~by ~~Securities~~reference ~~Exchange Act of 1934 for any schedules so furnished~~herein.

~~CAUTIONARY~~Item ~~NOTE~~9.01 ~~REGARDING FORWARD-LOOKING STATEMENTS~~ EXHIBITS

~~This~~(d) ~~communication~~The ~~contains~~following ~~forward-looking~~exhibits ~~statements. These forward-looking statements generally include statements that~~ are ~~predictive~~furnished ~~in nature and depend upon or refer to future events or conditions, and include words such~~ as ~~“believes,”~~part ~~“plans,”~~of ~~“anticipates,”~~this ~~“projects,”~~Current ~~“estimates,”~~Report “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend on ~~circumstances~~Form ~~that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward~~8-~~looking statements~~K. ~~Forward-looking~~ statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the Company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.

The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the Offer and the Merger; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company’s stockholders tendering their shares in the Offer; (iv)


Exhibit No.		Description

2.1		Agreement and Plan of Merger dated as of May 12, 2019, by and among Amber Road, Inc., Eagle Parent Holdings, LLC, and Chicago Purchaser, Inc.(incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Amber Road, Inc. with the Securities and Exchange Commission on May 13, 2019).

3.1		Fourth Amended and Restated Certificate of Incorporation of Amber Road, Inc., effective as of July 2, 2019.

3.2		Second Amended and Restated Bylaws of Amber Road, Inc., effective as of July 2, 2019.

99.1		Press Release issued by E2open, LLC, dated July 2, 2019.

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~~the~~SIGNATURE possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement , including in circumstances that would require the Company to pay a termination fee or other expenses; (vii) the effect of the pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (x) other factors as set forth from time to time in the Company’s filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2018 and Form 10-Q for the quarterly period ended March 31, 2019, as well as the Tender Offer Statement on Schedule TO and other tender offer documents that will be filed by Purchaser and Parent. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company expressly disclaims any intent or obligation to update, supplement or revise publicly these forward-looking statements except as required by law.

6Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~SIGNATURES~~AMBER ROAD, INC. By: /s/ Laura Fese Name: Laura Fese Title: Vice President and Secretary

~~Pursuant~~Dated: ~~to the requirements of the Securities Exchange Act of 1934~~July 2, ~~the~~2019 ~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

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Dated: May 13, 2019

AMBER ROAD, INC.

/s/ Brad Holmstrom

Name: Brad Holmstrom

Title: General Counsel

Filing Compare · Amber Road, Inc.