What changed in this filing

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Item 1. Business

2021-03-16 compared with 2020-03-30 · 266 added, 1100 removed, 0 unchanged (100% of the section changed)

are a newly organized blank check company incorporated as a Delaware corporation on May 2, 2019 and formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses, which we refer to throughout this Report as our initial business combination.

we may pursue an acquisition opportunity in any industry or sector, we are focussed on the consumer sector and consumer-related businesses,

which complements our management team’s expertise and which will benefit from our operational value add.

We believe that

the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance

our ability to complete a successful business combination, and bring value to the business post-business combination.

only does our management team bring a combination of operating, investing, financial and transaction experience, but also has

worked closely together in the past at multiple consumer companies, creating value for shareholders.

management team is led by James M.

Kilts, our Executive Chairman, and David J.

West, our Chief Executive Officer.

West’s careers have centered on identifying and implementing value creation initiatives throughout the consumer

They have collectively created approximately $50 billion in shareholder value throughout their combined 75+ year

careers in the consumer industry by relying on what we believe to be tried-and-true management strategies:

cost management

and productivity enhancement and reinvesting the savings behind product innovation, marketing and brand building.

Our management team, including James M.

West and Brian K.

Ratzan, has prior experience in raising a blank check company substantially similar to our own company

and executing a successful business combination that delivered meaningful stock price appreciation since inception.

Acquisition Corp., or Conyers Park I, completed its initial public offering in July 2016, generating aggregate proceeds of $402.5 million,

which it used to complete a business combination with Atkins Nutritionals, Inc.

in July 2017 and to form The Simply Good Foods

Company, or Simply Good Foods.

Simply Good Foods is a developer, marketer and seller of branded nutritional snacking products including

nutrition bars, ready-to-drink shakes, snacks and confectionery products marketed under the Atkins®

and SimplyProtein®

Since the business combination, Simply Good Foods has executed on its strategic plan and grown the business organically

through product innovation, improved packaging and new marketing campaigns.

Reported net sales have increased compared to prior

year periods 9% and 21% in fiscal year 2018 and 2019, respectively.

Simply Good Foods’

common stock is listed on the NASDAQ

under the symbol “SMPL”..

Kilts and Mr.

West currently serve as Chairman and Vice Chairman, respectively,

Ratzan currently serves as a Director of Simply Good Foods.

is a renowned leader in the consumer industry, with over 40 years of experience leading a range of companies and iconic brands.

Kilts served as Chairman of the Board, Chief Executive Officer and President of The Gillette Company, or Gillette,

from 2001 until it merged with The Procter & Gamble Company in 2005;

at that time he became Vice Chairman of the Board of

The Procter & Gamble Company.

Kilts joined Gillette, the company’s sales had been flat for 4 years,

and it had missed earnings estimates for 14 consecutive quarters.

Kilts took steps to rebuild the management team, cut

costs and reinvest the savings in innovation and marketing.

During his tenure as Chief Executive Officer, Mr.

Kilts oversaw

the creation of approximately $30 billion in equity value for Gillette’s public shareholders, with Gillette’s

share price appreciating 110% while the S&P 500 declined 3% over the same time period.

Gillette rejoined the top ranks of consumer products companies as sales increased an average of 9% each year.

The Harvard Business

Review cited Mr.

leadership as the driving force behind Gillette’s turnaround.

Prior to Gillette, Mr.

served as President and Chief Executive Officer of The Nabisco Company, or Nabisco, from 1998 until its acquisition by The Philip

Morris Companies in 2000.

Before joining Nabisco, Mr.

Kilts was an Executive Vice President of The Philip Morris Companies

from 1994 to 1997 and headed the Worldwide Food group.

In that role, Mr.

Kilts was responsible for integrating Kraft and

General Foods and for shaping the group’s domestic and international strategy.

Kilts had previously served as President

of Kraft USA and Oscar Mayer.

More recently, Mr.

Kilts served as Chairman of the Board of Nielsen Holdings PLC from 2011

to 2014, during which time Mr.

Kilts worked closely with management to defend key existing customers and win new business.

During their investment period, the investor group’s equity value creation was nearly $7 billion.

is an established leader in the consumer industry, with over 30 years of experience leading a range of companies and well-known brands.

West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly Del Monte Foods) from 2011 to

West worked closely with Mr.

Kilts during this time period, as Mr.

Kilts was Chairman of the Board of

Big Heart Pet Brands.

West repositioned the business to focus on growth and innovation, enhance distribution, and develop

a marketing culture to focus on brands and products.

Smucker Company purchased Big Heart Pet Brands in March 2015.

his tenure as Chief Executive Officer of Big Heart Pet Brands, Mr.

West oversaw the creation of approximately $2 billion

of equity value for investors.

Prior to joining Big Heart Pet Brands, Mr.

West served as the Chief Executive Officer, President

and a director of The Hershey Company, or Hershey, from 2007 to 2011.

West’s leadership, Hershey experienced

net sales and profit growth and strong shareholder returns, and was recognized as one of the World’s 100 Most Innovative

Companies by Forbes Magazine in 2011.

The success created by Mr.

West’s leadership at Hershey led to more than $5 billion

of equity value creation for shareholders during his tenure.

Hershey’s share price appreciated 68% during this time period,

while the S&P 500 was flat.

Prior to joining Hershey in 2001, Mr.

West spent 14 years with Nabisco, where he worked closely

Kilts during Mr.

tenure as Chief Executive Officer.

sponsor is an affiliate of Centerview Capital.

Founded in 2006, Centerview Capital sponsors multiple investment funds, including

consumer (also known as Centerview Capital Consumer) and technology funds.

Our management team, including James M.

West and Brian K.

Ratzan, are all partners at Centerview Capital Consumer.

Ratzan, our Chief Financial Officer, brings

over 20 years of private equity investing experience.

The deep operating experience of Mr.

Kilts and Mr.

West complements

Ratzan’s financial and transactional expertise to create a team capable of identifying attractive investments and

executing deals in the consumer sector.

Our management team has made investments across the consumer industry spectrum, including

the food and beverage, household/personal care and consumer services sectors with a proven track record of identifying high-quality assets,

businesses and management teams.

Centerview Capital is associated with Centerview Partners.

Certain partners of Centerview Partners

are partners (either directly or indirectly) in the ultimate general partner and the manager of Centerview Capital Consumer’s

investment funds, and serve on Centerview Capital Consumer’s investment committee.

Centerview Partners is a leading independent

investment banking and advisory firm which provides advice on mergers and acquisitions, financial restructurings, valuation and

capital structure to companies, institutions and governments.

Since the founding of Centerview Partners in 2006, the firm has

advised on nearly $3 trillion of transactions.

Centerview Partners’

clients include over 20% of the 50 largest companies

in the world by market capitalization, including many of the world’s most influential consumer companies, which we believe

further broaden our reach and network of deal contacts.

believe that companies operating in the consumer sector have characteristics which make them attractive investments.

Many companies

in the consumer industry generate high margins and strong free cash flow, maintain operational stability throughout economic cycles,

and serve as good platforms for future acquisitions.

Furthermore, these companies can create significant value by introducing

new products and/or services to the marketplace, growing distribution, and building brands that resonate in households worldwide.

Our management team has executed on these growth strategies throughout their careers.

many large consumer companies have announced plans to divest non-core brands, which is expected to result in the sale of

All members of our management team have had extensive experience undertaking carve-out mergers and acquisitions,

overseeing business integrations and synergy realizations.

We believe that our management team of consumer industry veterans is

uniquely capable of identifying attractive businesses, executing both whole company and carve-out acquisitions, and adding

value post deal completion.

management team’s proprietary deal sourcing network, ranging from industry executives, private owners, private equity funds,

and investment bankers, in addition to the extensive global industry and geographical reach of Centerview Capital Consumer and

Centerview Partners, will enable us to pursue a broad range of opportunities across the entire consumer sector.

Our management

believes that its ability to identify and implement operational value creation initiatives will remain central to its differentiated

acquisition strategy.

Additionally, our network and current affiliations will allow us to lean heavily on an existing infrastructure

of resources that will assist in due diligence and ultimately structuring an acquisition.

respect to the foregoing examples, past performance by our management team or Centerview Capital Consumer, including with respect

to Conyers Park I, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii)

that we will be able to identify a suitable candidate for our initial business combination.

You should not rely on the historical

record of our management’s or Centerview Capital Consumer’s performance as indicative of our future performance.

addition, for a list of our executive officers and entities for which a conflict of interest may or does exist between such officers

and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation

of business opportunities to us.

acquisition and value creation strategy is to identify, acquire and build a company in the consumer sector that complements the

experience of our management team and can benefit from its operational expertise.

After our initial business combination, we envision

our strategy may include additional mergers and acquisitions with a focus on generating attractive risk adjusted returns for our

stockholders.

We will leverage our management team’s network of potential proprietary and public transaction sources where

we believe a combination of our relationships, knowledge and experience in the consumer sector could effect a positive transformation

or augmentation of existing businesses to improve their overall value.

have utilized and plan to continue to utilize the network and industry experience of Mr.

our sponsor and their affiliates and our association with Centerview Partners in seeking an initial business combination and employing

our acquisition strategy.

Over the course of their careers, the members of our management team and their affiliates have developed

a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities.

This network has been developed through our management team’s:

experience in both investing in and operating across the consumer sector;

in sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;

● relationships

with sellers, financing providers and target management teams;

in executing transactions in the consumer sector under varying economic and financial market conditions.

expect these networks will continue to provide our management team with a robust flow of acquisition opportunities.

we anticipate that target business candidates will continue to be brought to our attention from various unaffiliated sources,

which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms

and large business enterprises.

Upon completion of our initial public offering, members of our management team communicated with

their networks of relationships to articulate the parameters for our search for a target company and a potential business combination

and began the process of pursuing and reviewing potentially interesting leads.

with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

prospective target businesses.

We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide

to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

to acquire companies that we believe:

market and/or cost leadership positions in their respective consumer niches and would benefit from our extensive networks and

insights within the consumer sector;

enduring products or services, with the potential for revenue, market share and/or distribution improvements;

fundamentally sound companies that are not operating at their full potential but offer compelling value;

the opportunity for our management team to partner with established management teams or business owners to achieve long-term strategic

and operational excellence;

unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s

growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review;

offer an attractive risk-adjusted return for our shareholders.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination

may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our

management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business

that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria

in our stockholder communications related to our initial business combination, which would be in the form of tender offer documents

or proxy solicitation materials that we would file with the SEC.

Acquisition Process

evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other

things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial

and other information that will be made available to us.

We will also utilize our operational and capital allocation experience.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers

or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor,

officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking

firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial

business combination is fair to our company from a financial point of view.

of our management team and our independent directors directly or indirectly own founder shares and/or private placement warrants

and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of

interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and

directors was included by a target business as a condition to any agreement with respect to our initial business combination.

currently do not have any specific transaction under consideration with a target business with which to consummate our initial

business combination.

All of the members of our management team are employed by Centerview Capital Consumer.

Centerview Capital

Consumer is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such opportunity to such entity.

We do not believe, however, that the fiduciary duties or

contractual obligations of our officers or directors will materially affect our ability to complete our business combination.

In addition, we may, at our option, pursue an Affiliated Joint Acquisition (as defined below) opportunity with an entity to which

an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business

at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a

specified future issuance to any such entity.

Our amended and restated certificate of incorporation provides that we renounce

our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such

person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue.

addition to the above, all of our executive officers have fiduciary or contractual duties to Simply Good Foods, Centerview Capital

Consumer and/or to certain companies in which Centerview Capital Consumer has invested.

As a result, our officers may have a duty

to offer acquisition opportunities to certain parties before we can pursue such opportunities.

Our executive officers are not

required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating

management time among various business activities.

However, we do not expect either potential conflicts of interest or the time

taken by our management team’s other duties to present a significant constraint in our ability to identify, diligence and

execute potential business combinations.

Moreover, our executive officers have time and attention requirements for private investment

funds of which affiliates of Centerview Capital Consumer are the investment managers.

directors and officers, Centerview Capital or its affiliates may sponsor, form or participate in other blank check companies similar

to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts

of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director

and officer teams.

However, we do not expect that any such other blank check company would materially affect our ability to complete

our initial business combination.

Activities Since Inception

July 22, 2019, we consummated our initial public offering of 45,000,000 units (“Units”), including Units issued pursuant

to the partial exercise of the underwriters’

option to purchase additional Units to cover overallotments.

Each Unit consists

of one share of Class A Common Stock, $0.0001 par value per share, and one-fourth of one redeemable warrant, to purchase one share

of Class A Common Stock at an exercise price of $11.50 per share.

The Units were sold at an offering price of $10.00 per Unit,

generating gross proceeds of $450,000,000 (before underwriting discounts and commissions and offering expenses).

Simultaneously

with the consummation of our initial public offering and the sale of the Units, we consummated the private placement of 7,333,333

warrants at a price of $1.50 per private placement warrant, issued to our sponsor, generating total proceeds of $11,000,000.

Approximately

$450 million of the net proceeds from the initial public offering (including the over-allotment) and certain of the proceeds of

the private placements with our sponsor were deposited in a trust account established for the benefit of our public stockholders.

Units began trading on July 18, 2019 on the NASDAQ under the symbol “CPAAU”.

Commencing on September 9, 2019, the

securities comprising the Units began separate trading.

The Units, common stock, and warrants are trading on the NASDAQ under

the symbols “CPAAU,”

“CPAA”

and “CPAAW,”

respectively.

Business Combination

initial business combination must occur with one or more target businesses that together have an aggregate fair market value of

at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the

income earned on the trust account) at the time of the agreement to enter into the initial business combination.

is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from

an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction

of such criteria.

may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with Centerview Capital and/or

one or more investors in funds managed by Centerview Capital, which we refer to as an “Affiliated Joint Acquisition.”

Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could

raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities.

We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a “specified future

issuance.”

The amount and other terms and conditions of any such specified future issuance would be determined at the time

We are not obligated to make any specified future issuance and may determine not to do so.

This is not an offer for any

specified future issuance.

Pursuant to the anti-dilution provisions of our Class B Common Stock, any such specified future

issuance would result in an adjustment to the conversion ratio such that our initial stockholders and their permitted transferees,

if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock

outstanding upon completion of our initial public offering plus all shares issued in the specified future issuance, unless the

holders of a majority of the then-outstanding shares of Class B Common Stock agreed to waive such adjustment with respect

to the specified future issuance at the time thereof.

They may waive such specified future issuance due to (but not limited to)

the following:

(i) closing conditions which are part of the initial business combination;

(ii) during negotiations with Class

A stockholders on structuring an initial business combination;

(iii) during negotiations with parties providing financing which

would trigger the anti-dilution provisions of the Class B Common Stock;

or (iv) as part of the Affiliated Joint Acquisition.

We cannot determine at this time whether a majority of the holders of our Class B Common Stock at the time of any such specified

future issuance would agree to waive such adjustment to the conversion ratio.

If such adjustment is not waived, the specified

future issuance would not reduce the percentage ownership of holders of our Class B Common Stock, but would reduce the percentage

ownership of holders of our Class A common stock.

If such adjustment is waived, the specified future issuance would reduce the

percentage ownership of holders of both classes of our common stock.

anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders

own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests

or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other

reasons, including an Affiliated Joint Acquisition as described above.

However, we will only complete such business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns

or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively

own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business

combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange

for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial

business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets

If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate

value of all of the target businesses and we will treat the target businesses together as the initial business combination for

purposes of a tender offer or for seeking stockholder approval, as applicable.

Management Team

of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much

of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any member of our management team will devote in any time period will vary based on whether a target business has been selected

for our initial business combination and the current stage of the business combination process.

believe our management team’s operating and transaction experience and relationships with companies will provide us with

a substantial number of potential business combination targets.

Over the course of their careers, the members of our management

team have developed a broad network of contacts and corporate relationships around the world.

This network has grown through the

activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with

sellers, financing sources and target management teams and the experience of our management team in executing transactions under

varying economic and financial market conditions.

as a Public Company

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company,

we offer a target business an alternative to the traditional initial public offering through a merger or other business combination.

In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of

our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs

of the sellers.

Although there are various costs and obligations associated with being a public company, we believe target businesses

will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts

that may not be present to the same extent in connection with a business combination with us.

once a proposed business combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriters’

ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe

the target business would then have greater access to capital and an additional means of providing management incentives consistent

with stockholders’

It can offer further benefits by augmenting a company’s profile among potential new

customers and vendors and aid in attracting talented employees.

are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply

with the auditor attestation requirements of Section 404 of the the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”),

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from

the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active

trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or

(c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Common Stock that is held

by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion

in non-convertible debt securities during the prior three-year period.

funds available for a business combination in the amount of $437,066,525, after payment of $15.75 million of deferred underwriting

commissions before fees and expenses associated with our initial business combination, we offer a target business a variety of

options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations

or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our business combination

using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient

combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate

our initial business combination using cash from the proceeds of our initial public offering and the private placement of the

private placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business

We may seek to complete our initial business combination with a company or business that may be financially unstable

or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust

account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases

of our Class A Common Stock, we may apply the balance of the cash released to us from the trust account for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working

currently do not have any specific transaction under consideration with a target business with which to consummate our initial

business combination.

All of the members of our management team are employed by Centerview Capital Consumer.

Centerview Capital

Consumer is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of

our initial business combination (which may include a specified future issuance), and we may effectuate our initial business combination

using the proceeds of such offering rather than using the amounts held in the trust account.

Subject to compliance with applicable

securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination.

In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents

or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law,

we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately, including

pursuant to any specified future issuance, or through loans in connection with our initial business combination.

At this time,

we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through

the sale of securities or otherwise.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment

market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited

basis, since many of these sources will have read the prospectus relating to our initial public offering and know what types of

businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business

candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions

they may have, as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal

flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers

and directors.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize

in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we

may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based

on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder

may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with

a potential transaction that our management determines is in our best interest to pursue.

Payment of finder’s fees is customarily

tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be

paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,

the completion of our initial business combination (regardless of the type of transaction that it is).

We have agreed to pay an

affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support and

to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business

Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company

following our initial business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion

in our selection process of an acquisition candidate.

are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our

sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our sponsor,

officers or directors.

In the event we seek to complete our initial business combination with a business combination target that

is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from

an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an initial business

combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of

any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such

business combination opportunity to such entity prior to presenting such business combination opportunity to us.

and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties

We may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director

has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial

business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance

to any such entity.

of a Target Business and Structuring of our Initial Business Combination

initial business combination must occur with one or more target businesses that together have an aggregate fair market value of

at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the

income earned on the trust account) at the time of the agreement to enter into the initial business combination.

The fair market

value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted

by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board is not able

to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent

investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of

such criteria.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting

one or more prospective target businesses, although we are not be permitted to effectuate our initial business combination with

another blank check company or a similar company with nominal operations.

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting

securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets

of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction

company is what will be valued for purposes of the 80% of net assets test.

the extent we effect our business combination with a company or business that may be financially unstable or in its early stages

of development or growth we may be affected by numerous risks inherent in such company or business.

Although our management will

endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain

or assess all significant risk factors.

evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other

things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as well as a review of financial and other information that will be made available to us.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the

costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect

to the identification and evaluation of a prospective target business with which our business combination is not ultimately completed

will result in our incurring losses and will reduce the funds we can use to complete another business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend

entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations

with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations

and mitigate the risks of being in a single line of business.

In addition, we focus our search for an initial business combination

in a single industry.

By completing our business combination with only a single entity, our lack of diversification may:

us to negative economic, competitive and regulatory developments, any or all of which

may have a substantial adverse impact on the particular industry in which we operate

after our initial business combination, and

us to depend on the marketing and sale of a single product or limited number of products

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting

our business combination with that business, our assessment of the target business’

management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with

any certainty.

While it is possible that one or more of our directors will remain associated in some capacity with us following

our business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our business

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge

relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our

initial business combination.

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that those additional managers will have

the requisite skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve our Initial Business Combination

may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the Commission.

However, we will seek

stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval

for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations

we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction

Whether Stockholder Approval is Required

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

NASDAQ’s listing rules, stockholder approval would be required for our initial business combination if, for example:

issue shares of Class A Common Stock that will be equal to or in excess of 20% of the

number of shares of our Class A Common Stock then outstanding;

of our directors, officers or substantial stockholders (as defined by NASDAQ rules) has

a 5% or greater interest (or such persons collectively have a 10% or greater interest),

directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of common stock could result in an increase in

outstanding common shares or voting power of 5% or more;

issuance or potential issuance of common stock will result in our undergoing a change

decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder

approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons,

which include a variety of factors, including, but not limited to:

timing of the transaction, including in the event we determine stockholder approval would

require additional time and there is either not enough time to seek stockholder approval

or doing so would place

company at a disadvantage in the transaction or result in other additional burdens on

expected cost of holding a stockholder vote;

risk that the stockholders would fail to approve the proposed business combination;

time and budget constraints of the company; and

legal complexities of a proposed business combination that would be time-consuming and

burdensome to present to stockholders.

Purchases of our Securities

the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares

in privately negotiated transactions or in the open market either prior to or following the completion of our initial business

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated

any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase shares in such

transactions.

They will not make any such purchases when they are in possession of any material non-public information not disclosed

to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a contractual

acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof

and therefore agrees not to exercise its redemption rights.

We have adopted an insider trading policy which requires insiders

to refrain from purchasing shares during certain blackout periods and when they are in possession of any material nonpublic information

and to clear all trades with our legal counsel prior to execution.

We cannot currently determine whether our insiders will make

such purchases pursuant to a Rule 10b5-1 plan, as such purchases will be dependent upon several factors, including but not limited

to, the timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases pursuant

to a Rule 10b5-1 plan or determine that such a plan is not necessary.

the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required

to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute

a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private

rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject

to such rules, the purchasers will comply with such rules.

purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood

of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target

that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it

appears that such requirement would otherwise not be met.

This may result in the completion of our business combination that may

not otherwise have been possible.

addition, if such purchases are made, the public “float”

of our common stock may be reduced and the number of beneficial

holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading

of our securities on a national securities exchange.

sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor,

officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly

or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with

our initial business combination.

To the extent that our sponsor, officers, directors, advisors or their affiliates enter into

a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem

their shares for a pro rata share of the trust account or vote against the business combination.

Our sponsor, officers, directors,

advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the

other federal securities laws.

purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the

Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe

harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical

requirements that must be complied with in order for the safe harbor to be available to the purchaser.

Our sponsor, officers,

directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule

10b-5 of the Exchange Act.

Rights for Public Stockholders upon Completion of our Initial Business Combination

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon

the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest

earned on the funds held in the trust account and not previously released to us to pay up to $1,000,000 of our working capital

requirements as well as to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject

to the limitations described herein.

The amount in the trust account is initially anticipated to be approximately $10.00 per public

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred

underwriting commissions we will pay to the underwriters.

The redemption rights includes the requirement that a beneficial holder

must identify itself in order to validly redeem its shares.

Our sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public

shares held by them in connection with the completion of our business combination.

of Conducting Redemptions

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon

the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business

combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business

combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under

the law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder

approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our

outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will

not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the Commission unless stockholder approval is required by law

or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons.

a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will,

pursuant to our amended and restated certificate of incorporation:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which

regulate issuer tender offers, and

tender offer documents with the Commission prior to completing our initial business combination

which contain substantially the same financial and other information about the initial

business combination and the redemption rights as is required under Regulation 14A of

the Exchange Act, which regulates the solicitation of proxies.

the public announcement of our business combination, we or our sponsor will terminate any plan established in accordance with

Rule 10b5-1 to purchase shares of our Class A Common Stock in the open market if we elect to redeem our public shares through

a tender offer, to comply with Rule 14e-5 under the Exchange Act.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not

tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on

the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001

upon consummation of our initial business combination (so that we are not subject to the Commission’s “penny stock”

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and

not complete the initial business combination.

however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain

stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of

the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the

tender offer rules, and

proxy materials with the Commission.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business

we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of

common stock voted are voted in favor of the business combination.

A quorum for such meeting will consist of the holders present

in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all

outstanding shares of capital stock of the company entitled to vote at such meeting.

Our initial stockholders will count toward

this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering

in favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding shares of common

stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

result, in addition to our initial stockholders’

founder shares, we would need 16,875,001, or 37.5%, of the 45,000,000 public

shares outstanding to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial

business combination approved.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior

written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.

quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate

our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote

for or against the proposed transaction.

amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that

would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that

we are not subject to the Commission’s “penny stock”

rules) or any greater net tangible asset or cash requirement

which may be contained in the agreement relating to our initial business combination.

For example, the proposed business combination

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the

terms of the proposed business combination.

In the event the aggregate cash consideration we would be required to pay for all

shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant

to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the

business combination or redeem any shares, and all shares of Class A Common Stock submitted for redemption will be returned to

the holders thereof.

on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding

the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection

with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides

that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting

in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption

rights with respect to more than an aggregate of 10% of the shares sold in our initial public offering, which we refer to as the

“Excess Shares.”

We believe this restriction will discourage stockholders from accumulating large blocks of shares,

and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination

as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or

on other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 10% of the shares sold

in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased

by us or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 10% of the shares sold in our initial public offering, we believe we will limit the ability of

a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly

in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth

or a certain amount of cash.

However, we would not be restricting our stockholders’

ability to vote all of their shares

(including Excess Shares) for or against our business combination.

Stock Certificates in Connection with a Tender Offer or Redemption Rights

may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their

shares in “street name,”

to either tender their certificates to our transfer agent prior to the date set forth in

the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal

to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent

electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection

with our initial business combination will describe the various procedures that must be complied with in order to validly tender

or redeem public shares.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until

the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials,

as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise

period, it is advisable for stockholders to use electronic delivery of their public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering

them through the DWAC System.

The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker

whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not

we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of

exercising redemption rights regardless of the timing of when such delivery must be effectuated.

foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection

with their business combinations, many blank check companies would distribute proxy materials for the stockholders’

on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on

the proxy card indicating such holder was seeking to exercise his or her redemption rights.

After the business combination was

approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an “option window”

after the completion of the business combination during which

he or she could monitor the price of the company’s stock in the market.

If the price rose above the redemption price, he

or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would

become “option”

rights surviving past the completion of the business combination until the redeeming holder delivered

its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s

election to redeem is irrevocable once the business combination is approved.

request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials

or the date of the stockholder meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share

delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable

date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically

or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their

shares will be distributed promptly after the completion of our business combination.

our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise

their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different

target until July 22, 2021.

of Public Shares and Liquidation if no Initial Business Combination

sponsor, officers and directors have agreed that if we do not complete our initial business combination by July 22, 2021, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay

up to $1,000,000 of our working capital requirements as well as to pay our franchise and income taxes (less up to $100,000 of

interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under

Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights

or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination

by July 22, 2021.

sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights

to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our

initial business combination by July 22, 2021.

However, if our initial stockholders acquire public shares after our initial public

offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail

to complete our initial business combination by July 22, 2021.

sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem

100% of our public shares if we do not complete our initial business combination by July 22, 2021, or which adversely affects

the rights of holders of our Class A Common Stock, unless we provide our public stockholders with the opportunity to redeem their

shares of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously

released to us to pay up to $1,000,000 of our working capital requirements as well as to pay our franchise and income taxes divided

by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our

net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject

to the Commission’s “penny stock”

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,

will be funded from amounts remaining out of the approximately $951 thousand of proceeds held outside the trust account (as of

December 31, 2019), although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds

are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there

is any interest accrued in the trust account not required to pay up to $1,000,000 of our working capital requirements as well

as to pay franchise and income taxes on interest income earned on the trust account balance, we may request the trustee to release

to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

The amount of interest

available to us from the trust account may be less than $1,000,000 as a result of the current interest rate environment.

we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other

than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account,

the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited

in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims

of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not

be substantially less than $10.00.

Under Section 281(b) of the General Corporation Law of Delaware, as amended (the “DGCL”),

our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in

full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution

of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have

funds sufficient to pay or provide for all creditors’

we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective

target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or

claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee

that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims

against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect

to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available

to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to

execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered

or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce

the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held

in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in

each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed

a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters

of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that

an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent

of any liability for such third party claims.

We have not independently verified whether our sponsor has sufficient funds to satisfy

its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

We have not asked our

sponsor to reserve for such indemnification obligations.

Therefore, we cannot assure you that our sponsor would be able to satisfy

those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our

initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not

be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any

redemption of your public shares.

None of our officers will indemnify us for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per

public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the

trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it

is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce

its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may

choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative

to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

We have not asked

our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy

those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption

price will not be less than $10.00 per public share.

will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring

to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses

or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind

in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters

of our initial public offering against certain liabilities, including liabilities under the Securities Act.

We will have access

to up to approximately $951 thousand of proceeds held outside the trust account (as of December 31, 2019) with which to pay any

such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no

more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims

and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.

the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received

by them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption

of our public shares in the event we do not complete our business combination by July 22, 2021 may be considered a liquidating

distribution under Delaware law.

Delaware law provides that if a corporation complies with certain procedures set forth in Section

280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period

during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject

any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any

liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro

rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after

the third anniversary of the dissolution.

if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in

the event we do not complete our business combination by July 22, 2021, is not considered a liquidating distribution under Delaware

law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations

for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the

case of a liquidating distribution.

If we are unable to complete our business combination by July 22, 2021, we will:

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days

thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the trust account including interest earned on the funds held in the trust account and not previously released to us to pay up

to $1,000,000 of our working capital requirements as well as to pay our franchise and income taxes (less up to $100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem

our public shares as soon as reasonably possible following July 22, 2021 and, therefore, we do not intend to comply with those

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them

(but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us

at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against

us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations

will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained

in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public

accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the trust account.

As a result of this obligation,

the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any

liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure

that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public

share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust

assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity

of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible

to the extent of any liability for such third-party claims.

we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held

in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to

the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the

trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we

file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions

received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover all amounts received

by our stockholders.

Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have

acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from

the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us

for these reasons.

public stockholders will be entitled to receive funds from the trust account only in the event of the redemption of our public

shares if we do not complete our business combination by July 22, 2021 or if they redeem their respective shares for cash upon

the completion of the initial business combination.

In no other circumstances will a stockholder have any right or interest of

any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business combination,

a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming

its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption

rights described above.

identifying, evaluating and selecting a target business for our business combination, we have encountered, and may continue to

encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies,

private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities

are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than we do.

Our ability to

acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an

advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our public

stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination

and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business

currently have two officers.

Members of our management team are not obligated to devote any specific number of hours to our matters

but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business

The amount of time that any such person will devote in any time period will vary based on whether a target business

has been selected for our initial business combination and the current stage of the business combination process.

Reporting and Financial Information

Units, Class A Common Stock and warrants are registered under the Exchange Act and we have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the Commission.

In accordance with the requirements of the

Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.

will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials

or proxy solicitation materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these

financial statements will need to be prepared in accordance with GAAP.

We cannot assure you that any particular target business

identified by us as a potential acquisition candidate will have financial statements prepared in accordance with GAAP or that

the potential target business will be able to prepare its financial statements in accordance with GAAP.

To the extent that this

requirement cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential

acquisition candidates, we do not believe that this limitation will be material.

are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities

Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or

(c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock

that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more

than $1.0 billion in non-convertible debt during the prior three-year period.

will be required to evaluate our internal controls over financial reporting procedures for the fiscal year ending December 31,

2020 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public

accounting firm attestation requirements on our internal control over financial reporting.

The fact that we are a blank check

company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target business with which we seek to complete our initial business combination may not be in compliance with

the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal controls

of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any

such acquisition.

Additionally,

we are a “smaller reporting company”

as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may

take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of

our shares of common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded

$100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds

$700 million as of the prior June 30.

leading provider of outsourced solutions to consumer goods companies and retailers.

We have a strong platform of competitively advantaged sales and marketing services built over multiple decades essential, business critical services like

headquarter sales, retail merchandising, in-store sampling, digital commerce and shopper marketing.

For brands and retailers of all sizes, we help get the right products on the shelf (whether physical or

digital) and into the hands of consumers (however they shop).

We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness.

At the most fundamental level:

We sit at the nexus of consumer goods companies and retailers and serve as a trusted partner to both.

We help our clients sell more while spending less.

We make them more effective and more efficient.

We win by providing best-in-class

service every day and innovating on a nimble operating platform.

We drive productivity to provide fuel for reinvestment and growth.

Simply put, we are built to do it better, cheaper and faster.

Within our sales segment, we are a critical link between consumer goods manufacturers and retailers.

For example, through our headquarter

sales services, we help consumer goods manufacturers increase distribution and optimize how products are displayed, priced and promoted both in-store and online.

in-store visits for both manufacturer and retailer clients to ensure the products we represent are adequately stocked and properly displayed.

Through our marketing segment, we help brands and retailers reach consumers through two main platforms.

The first is our retail experiential

business where we manage highly customized large-scale sampling programs (both in-store and online) within multi-decade relationships at leading retailers.

These programs drive sales,

promote loyalty and build trial.

The second part of our marketing segment is our collection of specialized agency businesses, where we provide private label services to retailers and develop

marketing programs for brands and retailers using proprietary insights on shopper behavior, analytics, brand knowledge, and understanding of manufacturer and retailer strategies.

Our expertise and scale have compounded over decades, built on differentiated business systems, talent, relationships, and technology.

listen, learn and invest in capabilities that allow us to meet the evolving needs of brands and retailers solving existing problems better and new problems quickly, to navigate change in an increasingly omni-channel world.

This, in turn,

helps us compound our relationships with clients.

These relationships are enhanced by a suite of technology offerings which leverage data and analytics solutions to support our associates in creating, executing and measuring insight-based plans to

grow our clients businesses.

Our Solutions

Our services are provided across two segments sales and marketing.

Sales Segment

Through our sales segment,

we provide our clients with a full suite of outsourced solutions to enhance sales in the traditional retail, foodservice and e-commerce channels.

Within our sales segment, we typically generate revenues on a

commission, fee-for-service or cost-plus basis.

Our primary sales services include:

Brand-Centric Services

service offerings have been predominately centered around providing solutions to branded consumer goods manufacturers (i.e., non-private label manufacturers).

These brand-centric services include:

Headquarter Relationship Management

act as a representative of our consumer goods manufacturer clients and facilitate relationships with retailers across a range of matters, including business development and sales planning efforts.

We prepare customized, data-driven business plans on

behalf of our manufacturer clients and present a business case to increase distribution of their products, and optimize the shelf placement, pricing and promotion of their products, to our extensive network of industry contacts spanning retailer

buying organizations and senior executive ranks.

Our services are enhanced by our in-depth understanding of both the manufacturers and retailers strategic priorities, which is supported by our

close physical proximity to our clients offices, as well as our proactive approach in identifying business-building opportunities.

Our scale allows us to offer these services on a local, regional or national level, as well as for a

clients designated product, brand or entire portfolio.

Analytics, Insights and Intelligence

To support our sales efforts, we field a team of analytics professionals who provide category and space management services.

professionals analyze consumer purchase and retailer data to identify opportunities to increase the sales of our clients products and categories.

We perform these analyses using our proprietary business intelligence technology platform, which

aggregates data to guide sales strategies to expand product distribution and optimize other factors such as assortment, planograms, pricing and trade promotions.

We also use post-promotion analytical tools to evaluate promotion effectiveness and

work with clients and retailers to make the adjustments necessary to meet sales and profit objectives at the product and category level.

Our teams of category managers are available in every market, including some who sit onsite with retailers and

assist in developing analysis to support recommendations.

We also conduct advanced analytical services for clients such as retailer point-of-sale and shopper card

analytics and primary market and shopper research.

Administration

Our associates utilize innovative technology and know-how to efficiently manage key back-office

functions for clients such as receiving and processing purchase orders.

Our team also manages trade promotion programs executed between manufacturers and retailers.

Through our expanded Order to Cash service, we strive to deliver

additional savings for clients by managing extra steps in the order process, including revenue reconciliation, cash application and collection management.

Finally, we leverage this infrastructure to offer additional services that include call center

support and vendor-managed inventory (i.e., building orders to ensure appropriate in-stock levels).

Brand-Centric Merchandising

teams in retail locations to support manufacturers in-store sales strategies.

Our associates conduct both cyclical and ad hoc store visits to manage product availability and positioning, implement

promotions, install point-of-purchase displays and perform other value-added merchandising services.

Tablet technology and proprietary software are used extensively in

the workflow.

For example, routing software helps guide our associates from location to location in the most efficient and effective way based on factors such as store volume, sales velocity, store location and

in-store conditions.

In store, our associates use our merchandising application and scanners to efficiently and effectively execute a range of activities such as distribution tasks, validating promotional

compliance or answering survey questions.

Our software leverages daily

point-of-sale store data, supply chain data and advanced algorithms to target and correct potential store-level merchandising issues in real time, such as SKUs that are

void, out of stock or past expiration.

We are able to leverage this intelligence to route our retail teams to stores where issues exist, or may soon exist, as well as prioritize our associates work to address the highest-value opportunities

while conducting a store visit.

Another application provides our associates with professional digital presentation materials enabling

them to make quick and impactful recommendations to store managers for assortment changes, promotional events and display programs.

We are also able to integrate

point-of-sale data into these presentations to help store managers understand the potential store-level sales impact from such recommendations.

We offer our clients a full spectrum of flexible service models for our retail services coverage.

In our dedicated coverage model, our

associates perform services exclusively for a particular client and have intimate knowledge of its categories and products.

Our syndicated coverage model utilizes shared teams in particular channels to perform services for multiple clients while in

Finally, we offer hybrid coverage models whereby clients can choose to have dedicated teams covering designated channels or retailers and syndicated coverage for other channels.

Our retail services teams focus either on manufacturers or

particular retail channels, such as grocery, drug, mass, convenience, club and natural/specialty, which allows them to develop expertise in either manufacturer products or a particular class of trade.

Retailer-Centric Services

the past decade we have leveraged our strategic position with retailers to develop solutions that address their needs.

Our retailer- centric services include:

Retailer-Centric Merchandising

select retailers as their exclusive provider, and other retailers as an authorized provider, of in-store merchandising or reset services.

For some of our retailer clients, we perform other in-store services, such as compliance audits, data collection and in-store product assembly, and certain advisory services, such as analytics and planogram services intended

to increase sales and optimize inventory and space management, so that the retailers personnel can focus on interacting with and servicing its shoppers.

In-Store Media

We manage a wide variety of media, merchandising and display platforms for retailers, including:

multi- manufacturer circular programs;

an in-store display platform for perishable brands with cooler units in high-traffic locations;

and a network of advertisements on pedestals at the entrances and exits of major retailers.

In addition to our brand-centric and retailer-centric sales services, we have a portfolio of other broadly applicable offerings that are

designed to grow sales and reduce costs for clients.

These services include:

Digital Commerce

We offer technology and e-commerce solutions to both manufacturers and retailers.

intelligence solutions drive efficiencies for consumer goods manufacturers in two ways:

first, certain of our technology solutions automate critical reporting processes and provide insights that allow manufacturers to make revenue-optimizing

decisions (e.g., software applications that synthesize large amounts of commercial data into intuitive reports that allow managers to make more informed decisions with respect to sales and inventory levels);

and second, when combined with our

merchandising services delivered through our retail services teams, our digital and technology solutions optimize in-store operations and workflows.

Our e-commerce capabilities cover a comprehensive suite of services, including representation of

consumer goods manufacturers to online retailers, trade marketing management, brand reputation management and content creation, management and syndication services.

Our e-commerce services include facilitating

the purchase of products directly by online retail partners, as well as, in some cases, purchasing and reselling clients products directly to the consumer, which affords us comprehensive coverage of manufacturers product portfolios.

trade marketing management services also support effective merchandising of our clients products in the online channel through optimizing pricing, promotion and placement of those products.

In addition, through our brand reputation management

services we help manage brands online reputation to increase community engagement and conversations that promote purchasing decisions.

Our content services help manufacturers and retailers create and syndicate product content that is designed

to educate shoppers and increase online sales.

These services include professional content production capabilities for product imaging and specifications and one of the worlds largest retailer content syndication networks.

Our network allows

us to distribute rich product content to over thousands e-commerce sites.

These assets, leveraged from our own production work or retailers and manufacturers brand development efforts (e.g.,

consumer-facing websites), help manufacturers and online retailers sell more by providing comprehensive and compelling product information for a more engaging shopper experience.

Marketing Segment

We believe that our

marketing segment is differentiated from our competition by our people, retail connectivity, entrepreneurial marketing mindset and scale.

We launched our marketing business in 2000 in response to our observation of the challenges that our clients

were experiencing by working with traditional marketing agencies that were not effectively connecting brand marketing strategies, sales planning efforts and retailer strategies to offer cohesive brand marketing.

Our position as an intermediary in

the market gives us deep insight and understanding into manufacturers needs from a sales perspective, their marketing and promotion strategies, as well as retailer strategies.

We believe this position enables us to create more effective,

shopper- focused marketing promotions by connecting client sales and marketing strategies with those of retailers.

We believe that our

marketing business is differentiated from traditional marketing agencies in that it is built upon our insights and understanding of manufacturer and retailer strategies, leverages our ability to design and execute coordinated, large-scale marketing

platforms in retail and combines capabilities from across the various disciplines in our portfolio to influence consumers at critical points along the purchase journey through execution platforms that reach audiences

in-store and out of store to deliver superior client results.

Since founding our marketing business, we have grown to become a national agency collective

and are the agency of record for many of the most recognized brands across the retail, packaged goods, technology, apparel, automotive, travel, entertainment, education and healthcare industries.

We were ranked by Ad Age as the largest U.S.

promotions agency and the largest U.S.

experiential and event marketing agency in 2014, 2015, 2016, 2017, 2018, 2019 and 2020 based on prior year revenues.

Furthermore, in 2020 we ranked eighth on Ad Ages list of the largest U.S.

agencies from all disciplines and 14th on its list of the worlds largest agency companies based on prior year revenues.

marketing segment, we typically generate revenues on a fee-for-service, cost-plus, retainer or commission basis.

Brand-Centric Services

Shopper and Consumer

For manufacturer clients, we analyze shopper behavior and apply our deep retailer knowledge and expertise to offer planning,

execution and measurement of insight-based, retailer-specific promotions that target a retailers specific shopper base to drive product sales.

We combine an understanding of how a brands consumers behave as shoppers in different

channels, formats and retailers (mined from data resources) with an understanding of retailer objectives, strategies and preferred programming tactics (informed by our connectivity and resources in the field) to develop programs that successfully

promote the sales of clients products at retail.

Manufacturers also hire us for national consumer promotions, which are designed to stimulate demand for, and awareness of, their products more broadly.

Brand Experiential

We design and execute

brand experiences in retail and non-retail settings in order to help brands engage, educate, acquire and retain consumers and impact purchase behavior.

Our brand experiential solutions include large-scale festivals, lifestyle venues, pop-up-shops, mobile tours, as well as assisted sales programs whereby our associates act as extensions of client sales teams, educating consumers as well as store employees.

Retailer-Centric Services

Retail Experiential

We design and execute one-to-one engagement strategies

in order to drive product trial and sales and help retailers differentiate their in-store experience and generate more loyalty from shoppers.

This includes in-store

sampling and demo programs with fully-scaled operations including staffing, training, field management, assembly, fulfillment, technology and reporting.

We deploy teams at each retailer that develop event concepts in conjunction with marketing,

merchandising and store operations and then secure supplier support and funding for the programs.

Our other retail experiential solutions include premium advisors who provide assistance in complex categories (such as beauty and adult beverages),

virtual advisors who provide assistance via text messaging or web and curated sampling boxes for online grocery pick-up and delivery orders.

Retail experiential constitutes the largest service in the marketing

segment, representing more than half of our retailer-centric and marketing revenues.

Private Label

We help maximize the market potential of private label portfolios by providing comprehensive private label strategy, development and management

services to retailers and private label manufacturers.

By leveraging our analytical capabilities and expertise, we develop strategies and provide insights that help retailers establish and

grow productive and profitable private label programs across new and existing product categories.

This process often begins with a thorough analysis of the marketplace to develop a private label

portfolio strategy that aligns with a clients priorities.

We help identify the most compelling product categories to target and specific products to develop.

We also provide packaging and design services to bring our clients brands to

life through strong brand identities.

Our retailer clients are supported by analytical teams and associates who execute strategies through assortment planning, product sourcing and marketing and ongoing program management.

In addition to our brand-centric and retailer-centric marketing services, we have a portfolio of other broadly applicable offerings that are

designed to engage consumers and enhance marketing efforts for clients.

These services include:

Digital Marketing

Using advanced analytics, our digital marketing teams provide a wide range of services to clients, including:

interactive design and

development across mobile, tablet and desktop platforms;

application development;

content management solutions;

paid media, including search engine marketing, and programmatic and direct media;

and social media development and management.

Digital Media and Advertising

targeted media and advertising solutions powered by our proprietary data that deliver to curated, custom audiences from first and third-party data sources.

Our cross-screen advertising capabilities enable advertisers to target and engage with custom

audience segments across devices via rich media, display, email and value exchange ads.

Government Regulation

In connection with the services we provide, we must comply with various laws and regulations from federal, state, local and foreign regulatory

We believe that we are in material compliance with regulatory requirements applicable to our business.

These regulatory requirements include, without limitation:

federal, state, local and foreign laws and regulations involving minimum wage, health care, overtime, sick leave,

lunch and rest breaks and other similar wage, benefits and hour requirements and other similar laws;

Title VII of the Civil Rights Act and the Americans with Disabilities Act and regulations of the U.S.

of Labor, the Occupational Safety & Health Administration, the U.S.

Equal Employment Opportunity Commission and the equivalent state agencies and other similar laws;

food and permitting matters ( e.g., licensing under the Perishable Agricultural Commodities Act and regulations

from the U.S.

Department of Agriculture), food safety matters (e.g., federal, state and local certification and training and inspection and enforcement of standards for our associates, facilities, equipment and the products we promote), alcohol

beverage marketing regulations, custom and import matters with respect to products imported to and exported from the United States;

Foreign Corrupt Practices Act, the UK Bribery Act and other similar anti-bribery and antikickback laws

and regulations that generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business;

federal, state and foreign anticorruption, data protection, privacy, consumer protection, content regulation and

other laws and regulations, including without limitation, GDPR and the CCPA.

Human Capital Management

Our associates represent the most important assets to our business.

As of December 31, 2020, we employed more than 62,000 associates.

Approximately 18,000 of these associates are full-time and approximately 44,000 are part-time.

Approximately 52,000 of these associates are in the United States.

As of December 31, 2020, none of our associates in the United States were

represented by a trade union.

We experience meaningful turnover among our entry level associates each year, and the turnover is most

significant among our part-time associates.

Our recruiting and retention practices are important to meeting the needs and expectations of our clients and customers.

We experience less turnover among our mid-level and senior associates, and we believe our

performance-based culture differentiates us from our competitors and other similar employers.

Our culture is built on accountability for results.

We set clear objectives with our associates, analyze performance and reward and recognize associates

who outperform.

We strive to encourage our associates to be proactive, creative and entrepreneurial in providing solutions for our clients and customers.

We believe our encouragement has contributed to the service innovation that has fueled our

growth, and that our commitment to results and continuous improvement has produced long-term relationships with our clients and customers.

During the COVID-19 pandemic, our front-line associates performed incredible work for our clients,

customers and communities.

The health and welfare of our associates continues to be our primary concern, and we have implemented a number of programs to assist our associates, including providing personal protective equipment, establishing an

associate-relief fund and providing additional sick pay.

Notwithstanding the dedication of our associates, a number of our services were adversely impacted by the COVID-19 pandemic.

As a result, we also had to

implement layoffs, furloughs and pay reductions for associates that were in, or support, these services.

Intellectual Property

We own or have the rights to use certain trade names and trademarks that are registered with the U.S.

Patent and Trademark Office or other

foreign trademark registration offices or exist under common law in the United States and other jurisdictions.

Trade names that are important in identifying and distinguishing our business include, but are not limited to, Advantage Solutions,

Advantage Sales & Marketing, Daymon, SAS, Club Demonstration Services, Advantage Marketing Partners and Waypoint.

Our rights to some of these trade names and trademarks may be limited to select markets.

We also own domain names, including

advantagesolutions.net.

We rely on trade secrets, including unpatented know-how, and proprietary

systems and information, to maintain and develop our technology-enabled services.

We try to protect trade secrets and know-how by taking reasonable steps to keep them confidential, including entering into

nondisclosure and confidentiality agreements with our associates that contain confidentiality obligations and entering into invention assignment commitments that obligate them to assign to us any inventions developed in the course of their work for

Available Information

We maintain a link to investor relations information on our website, www.advantagesolutions.net , where we make available, free

of charge, our Securities and Exchange Commission (SEC) filings, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as soon as

reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

All SEC filings are also available at the SECs website at www.sec.gov .

our website and the information contained on or connected

to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business