What changed in this filing

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Item 1A. Risk Factors

2021-03-16 compared with 2020-03-30 · 1003 added, 1511 removed, 1 unchanged (100% of the section changed)

should consider carefully all of the risks described below, together with the other information contained in this Report, including

the financial statements.

If any of the following risks occur, our business, financial condition or results of operations may

be materially and adversely affected.

The risk factors described below are not necessarily exhaustive and you are encouraged to

perform your own investigation with respect to us and our business.

are a recently formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability

to achieve our business objective.

are a recently formed company with no operating results.

Because we lack an operating history, you have no basis upon which to

evaluate our ability to achieve our business objective of completing our initial business combination with one or more target

We may be unable to complete our business combination.

If we fail to complete our business combination, we will never

generate any operating revenues.

performance by Centerview Capital or its affiliates, including Centerview Capital Consumer, our management team and Conyers Park

I, is not indicative of future performance of an investment in us.

regarding performance by, or businesses associated with, our management team, Centerview Capital or its affiliates, including

Centerview Capital Consumer and Conyers Park I, is presented for informational purposes only.

Any past experience and performance

of our management team, Centerview Capital or its affiliates, including Centerview Capital Consumer and Conyers Park I, is not

a guarantee either:

(1) that we will be able to successfully identify a suitable candidate for our initial business combination;

or (2) of any results with respect to any initial business combination we may consummate.

You should not rely on the historical

record of the performance of our management team, Centerview Capital or its affiliates, including Centerview Capital Consumer

and Conyers Park I, as being indicative of the future performance of an investment in us or the returns we will, or are likely

to, generate going forward.

An investment in us is not an investment in Centerview Capital or its affiliates, including Centerview

Capital Consumer and Conyers Park I.

public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete

our initial business combination even if a majority of our public stockholders do not support such a combination.

may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder

approval under applicable law or the NASDAQ rules or if we decide to hold a stockholder vote for business or other legal reasons.

Except as required by law or the NASDAQ rules, the decision as to whether we will seek stockholder approval of a proposed business

combination or will allow stockholders to sell their shares to us in 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

otherwise require us to seek stockholder approval.

Accordingly, we may complete our initial business combination even if holders

of a majority of our public shares do not approve of the business combination we complete.

we seek stockholder approval of our initial business combination, after approval of our board, our initial stockholders have agreed

to vote in favor of such initial business combination, regardless of how our public stockholders vote.

many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority

of the votes cast by the public stockholders in connection with an initial business combination, after approval of our board,

our initial stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after our

initial public offering, in favor of our initial business combination.

As a 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.

Our initial stockholders

own shares representing 20% of our outstanding shares of common stock.

Accordingly, if we seek stockholder approval of our initial

business combination, after approval of our board, it is more likely that the necessary stockholder approval will be received

than would be the case if our initial stockholders agreed to vote their founder shares in accordance with the majority of the

votes cast by our public stockholders.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise

of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

the time of your investment in us, you were not be provided with an opportunity to evaluate the specific merits or risks of one

or more target businesses.

Since our board of directors may complete a business combination without seeking stockholder approval,

public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder

Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a

potential business combination may be limited to exercising your redemption rights within the period of time (which will be at

least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial

business combination.

ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential

business combination targets, which may make it difficult for us to enter into a business combination with a target.

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights,

we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

Furthermore, 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

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

our initial business combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible

assets to be less than $5,000,001 upon consummation of our initial business combination or such greater amount necessary to satisfy

a closing condition as described above, we would not proceed with such redemption and the related business combination and may

instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant

to enter into a business combination transaction with us.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us

to complete the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise

their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares

that will be submitted for redemption.

If our business combination agreement requires us to use a portion of the cash in the trust

account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion

of the cash in the trust account to meet such requirements, or arrange for third party financing.

In addition, if a larger number

of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater

portion of the cash in the trust account or arrange for third party financing.

Raising additional third party financing may involve

dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit

our ability to complete the most desirable business combination available to us or optimize our capital structure.

of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in

connection with a business combination.

The per-share amount we will distribute to stockholders who properly exercise their redemption

rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held

by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the

probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order

to redeem your stock.

our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account

until we liquidate the trust account.

If you are in need of immediate liquidity, you could attempt to sell your stock in the open

however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account.

situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption

until we liquidate or you are able to sell your stock in the open market.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses

leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business

combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination

on terms that would produce value for our stockholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination by July 22, 2021.

Consequently, such target business may obtain leverage over us in negotiating

a business combination, knowing that if we do not complete our initial business combination with that particular target business,

we may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer

to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial

business combination on terms that we would have rejected upon a more comprehensive investigation.

may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all

operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public

stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire

sponsor, officers and directors have agreed that we must complete our initial business combination by July 22, 2021.

be able to find a suitable target business and complete our initial business combination by such date.

If we have not completed

our initial business combination by such date, 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.

In such case, our public stockholders may only receive $10.00 per share, and our warrants

will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption

of their shares.

See “—

If third parties bring claims against us, the proceeds held in the trust account could be

reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors

search for a business combination, and any target business with which we ultimately consummate a business combination, may be

materially adversely affected by the recent coronavirus (COVID-19) outbreak.

December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread

throughout China and other parts of the world, including the United States.

On January 30, 2020, the World Health Organization

declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”

On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for the United

States to aid the U.S.

healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized

the outbreak as a “pandemic.”

A significant outbreak of COVID-19 and other infectious diseases could result in a widespread

health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target

business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable

to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings

with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate

and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will

depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge

concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business

combination, or the operations of a target business with which we ultimately consummate a business combination, may be adversely

affected in a material way.

we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates

may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce

the public “float”

of our Class A Common Stock.

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 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

combination, although they are under no obligation to do so.

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.

In 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.

The purpose of such purchases could

be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval

of the business combination, or 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 Class A Common Stock and the number of beneficial

holders of our securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of our securities

on a national securities exchange.

a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as

applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents

or proxy 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.

For example, we 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.

In the event that a stockholder fails to comply with these or any other procedures, its shares

may not be redeemed.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

public stockholders are entitled to receive funds from the trust account only upon the earliest to occur of:

(i) our completion

of an initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder

vote to amend our amended and restated certificate of incorporation (a) to modify 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, (b) which adversely

affects the rights of holders of our Class A Common Stock, and (iii) the redemption of our public shares if we are unable to complete

an initial business combination by July 22, 2021, subject to applicable law and as further described herein.

In addition, if we

are unable to complete an initial business combination by July 22, 2021 for any reason, compliance with Delaware law may require

that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds

held in our trust account.

In that case, public stockholders may be forced to wait beyond July 22, 2021 before they receive funds

from our trust account.

In no other circumstances will a public stockholder have any right or interest of any kind in the trust

Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a

may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our

securities and subject us to additional trading restrictions.

securities are currently listed on NASDAQ.

However, we cannot assure you that our securities will continue to be listed on NASDAQ

in the future or prior to our initial business combination.

In order to continue listing our securities on NASDAQ prior to our

initial business combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain

a minimum amount in stockholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally

300 round-lot holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate

compliance with NASDAQ’s initial listing requirements, which are more rigorous than NASDAQ’s continued listing requirements,

in order to continue to maintain the listing of our securities on NASDAQ.

For instance, our stock price would generally be required

to be at least $4.00 per share, our stockholders’

equity would generally be required to be at least $5.0 million and we

would be required to have 300 round-lot holders.

We may not be able to meet those initial listing requirements at that time.

NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A Common Stock is a “penny stock”

require brokers trading in our Class A Common Stock to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market

for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

the sale of certain securities, which are referred to as “covered securities.”

Because our Units, Class A Common Stock

and warrants are currently listed on NASDAQ, our Units, Class A Common Stock and warrants are covered securities.

states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies

if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale

of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict

the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view

blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities

of blank check companies in their states.

Further, if we were no longer listed on NASDAQ, our securities would not be covered

securities and we would be subject to regulation in each state in which we offer our securities.

will not be entitled to protections normally afforded to investors of many other blank check companies.

the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete

an initial business combination with a target business, we may be deemed to be a “blank check”

company under the United

States securities laws.

However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated

by the Commission to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded

the benefits or protections of those rules.

Among other things, this means that we will have a longer period of time to complete

our business combination than do companies subject to Rule 419.

Moreover, if our initial public offering were subject to Rule

419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the

funds in the trust account were released to us in connection with our completion of an initial business combination.

we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer

rules, and if you or a “group”

of stockholders are deemed to hold in excess of 10% of our Class A Common Stock, you

will lose the ability to redeem all such shares in excess of 10% of our Class A Common Stock.

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

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.”

However, we would not be restricting our stockholders’

ability to vote all of their shares

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

Your inability to redeem the Excess Shares will reduce your

influence over our ability to complete our business combination and you could suffer a material loss on your investment in us

if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect

to the Excess Shares if we complete our business combination.

And as a result, you will continue to hold that number of shares

exceeding 10% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for

us to complete our initial business combination.

If we are unable to complete our initial business combination, our public stockholders

may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances,

and our warrants will expire worthless.

have encountered and expect to encounter intense competition from other entities having a business objective similar to ours,

including private investors (which may be individuals or investment partnerships), other blank check companies and other entities,

domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities

are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies

operating in or providing services to various industries.

Many of these competitors possess greater technical, human and other

resources or more local industry knowledge than we do and our financial resources are relatively limited when contrasted with

those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the

net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect

to the acquisition of certain target businesses that are sizable is limited by our available financial resources.

This inherent

competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, because

we are obligated to pay cash for the shares of Class A Common Stock which our public stockholders redeem in connection with our

initial business combination, target companies will be aware that this may reduce the resources available to us for our initial

business combination.

This may place us at a competitive disadvantage in successfully negotiating a business combination.

are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share

on the liquidation of our trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.00 per share upon our liquidation.

See “—

If third parties bring claims against us, the

proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.00 per share”

and other risk factors below.

the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account

are insufficient to allow us to operate until July 22, 2021, we may be unable to complete our initial business combination, in

which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our

warrants will expire worthless.

funds available to us outside of the trust account may not be sufficient to allow us to operate until July 22, 2021, assuming

that our initial business combination is not completed during that time.

We believe that the funds available to us outside of

the trust account are sufficient to allow us to operate until July 22, 2021;

however, we cannot assure you that our estimate is

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist

us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent designed to keep target businesses from “shopping”

around for transactions

with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination,

although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for the right to receive

exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or

otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per

share on the liquidation of our trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.00 per share upon our liquidation.

See “—

If third parties bring claims against us, the

proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.00 per share”

and other risk factors below.

the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account

are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our

initial business combination and we will depend on loans from our sponsor or management team to fund our search for a business

combination, to pay our franchise and income taxes and to complete our initial business combination.

If we are unable to obtain

these loans, we may be unable to complete our initial business combination.

the net proceeds of our initial public offering and the sale of the private placement warrants, only $951,060 (as of December

31, 2019) will be available to us outside the trust account to fund our working capital requirements.

If we are required to seek

additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be

forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to

advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or

from funds released to us upon completion of our initial business combination.

We do not expect to seek loans from parties other

than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in our trust account.

If we are unable to obtain these loans, we may

be unable to complete our initial business combination.

If we are unable to complete our initial business combination because

we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently,

our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants

will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption

of their shares.

See “—

If third parties bring claims against us, the proceeds held in the trust account could be

reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors

to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and

impairment or other charges that could have a significant negative effect on our financial condition, results of operations and

our stock price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on

a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be

present inside a particular target business, that it would be possible to uncover all material issues through a customary amount

of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of

these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other

charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this

nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause

us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target

business or by virtue of our obtaining post-combination debt financing.

Accordingly, any stockholders who choose to remain stockholders

following the business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have

a remedy for such reduction in value.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by stockholders may be less than $10.00 per share.

placing of funds in the trust account may not protect those funds from third-party claims against us.

Although 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, such parties may not execute such agreements,

or even if they execute such agreements they may not 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 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.

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.

In 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

Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed

timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide

for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially

held in the trust account, due to claims of such creditors.

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 the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.

liability will not apply with respect 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.

Moreover, 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, our sponsor may not 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.

directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of

funds in the trust account available for distribution to our public stockholders.

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

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

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

unable to satisfy its 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.

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.

If our independent directors choose not to enforce

these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders

may be reduced below $10.00 per share.

after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and

our board may be exposed to claims of punitive damages.

after we distribute the proceeds in the trust account to our public stockholders, 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.

In addition, our board of directors

may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself

and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over

the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with

our liquidation may be reduced.

before distributing the proceeds in the trust account to our public stockholders, 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, the per-share amount that would otherwise

be received by our stockholders in connection with our liquidation may be reduced.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions

on the nature of our investments;

● restrictions

on the issuance of securities, each of which may make it difficult for us to complete

our business combination.

addition, we may have imposed upon us burdensome requirements, including:

● registration

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we

must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities”

more than 40% of our total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated

businesses or assets or to be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds

held in the trust account may only be invested in United States “government securities”

within the meaning of Section

2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment

of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long

term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid

being deemed an “investment company”

within the meaning of the Investment Company Act.

The trust account is intended

as a holding place for funds pending the earliest to occur of:

(i) the completion of our primary business objective, which is

a business combination;

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend

our amended and restated certificate of incorporation to (a) modify 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 (b) which adversely affects the

rights of holders of our Class A Common Stock;

or (iii) absent a business combination, our return of the funds held in the trust

account to our public stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed

above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company

Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds

and may hinder our ability to complete a business combination.

If we are unable to complete our initial business combination,

our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants

will expire worthless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and

results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

laws and regulations and their interpretation and application may also change from time to time and those changes could have a

material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable

laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

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 initial business combination by July 22, 2021 may be considered a liquidating

distribution under Delaware law.

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.

However, it is our intention to redeem our public shares as soon as reasonably possible following July 22, 2021

in the event we do not complete our business combination and, therefore, we do not intend to comply with the foregoing procedures.

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 10 years following our dissolution.

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.

If our plan of distribution

complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly

assess all claims that may be potentially brought against us.

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 beyond the third

anniversary of such date.

Furthermore, 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 initial 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.

may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay

the opportunity for our stockholders to elect directors.

accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our

first fiscal year end following our listing on NASDAQ.

Under Section 211(b) of the DGCL, we are, however, required to hold an

annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made

by written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to

the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which

requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our

initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery

in accordance with Section 211(c) of the DGCL.

of Class A Common Stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.

to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.

Holders of our public shares will not be entitled to vote on the election of directors during such time.

In addition, prior to

the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board

of directors for any reason.

Accordingly, you may not have any say in the management of our company prior to the consummation

of an initial business combination.

have not registered the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any

state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus

precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants

to expire worthless.

have not registered the shares of Class A Common Stock issuable upon exercise of the warrants issued in our initial public offering

under the Securities Act or any state securities laws at this time.

However, under the terms of the warrant agreement, we have

agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business

combination, we will use commercially reasonable efforts to file with the Commission a registration statement for the registration,

under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the warrants and thereafter will use

commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination

and to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants, until the expiration

of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so

if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration

statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or

the Commission issues a stop order.

If the shares issuable upon exercise of the warrants issued in our initial public offering

are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the

securities laws of the state of the exercising holder, or an exemption from registration is available.

Notwithstanding the above,

if our Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that

it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option,

require holders of public warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section

3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration

statement, but we will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue

sky laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue

securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares

underlying the warrants under applicable state securities laws and there is no exemption available.

If the issuance of the shares

upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such

warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event,

holders who acquired their warrants as part of a purchase of Units will have paid the full unit purchase price solely for the

shares of Class A Common Stock included in the Units.

If and when the warrants become redeemable by us, we may exercise our redemption

right even if we are unable to register or qualify the underlying shares of Class A Common Stock for sale under all applicable

state securities laws.

grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination,

and the future exercise of such rights may adversely affect the market price of our Class A Common Stock.

to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial

stockholders and their permitted transferees can demand that we register the private placement warrants and the shares of Class

A Common Stock issuable upon exercise of the founder shares and the private placement warrants held by them and holders of warrants

that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A Common Stock

issuable upon exercise of such warrants.

We will bear the cost of registering these securities.

The registration and availability

of such a significant number of securities for trading in the public market may have an adverse effect on the market price of

our Class A Common Stock.

In addition, the existence of the registration rights may make our initial business combination more

costly or difficult to conclude.

This is because the stockholders of the target business may increase the equity stake they seek

in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A Common

Stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective

permitted transferees are registered.

we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’

we expect to focus our search for a target business in the consumer sector, we may seek to complete a business combination with

an operating company in any industry or sector.

However, we are not, under our amended and restated certificate of incorporation,

permitted to effectuate our business combination with another blank check company or similar company with nominal operations.

Because we have not yet entered into a definitive agreement with any specific target business with respect to a business combination,

there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations,

cash flows, liquidity, financial condition or prospects.

To the extent we complete our business combination, we may be affected

by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable

business or an entity lacking an established record of revenues or earnings, we may be affected by the risks inherent in the business

and operations of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the

significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be

outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a

target business.

We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to

investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders

who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares.

stockholders are unlikely to have a remedy for such reduction in value.

performance by Centerview Capital Consumer, including our management team, may not be indicative of future performance of an investment

in the Company.

regarding performance by, or businesses associated with, Centerview Capital Consumer and its affiliates is presented for informational

purposes only.

Past performance by Centerview Capital Consumer, including our management team, 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 locate a suitable candidate

for our initial business combination.

You should not rely on the historical record of Centerview Capital Consumer’s or our

management team’s performance as indicative of our future performance of an investment in the company or the returns the

company will, or is likely to, generate going forward.

may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of

will consider a business combination outside of our management’s area of expertise if a business combination candidate is

presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you

that we will adequately ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment

in our securities will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment,

if an opportunity were available, in a business combination candidate.

In the event we elect to pursue an acquisition outside

of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation

or operation, and the information contained herein regarding the areas of our management’s expertise would not be relevant

to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain

or assess all of the significant risk factors.

Accordingly, any stockholders who choose to remain stockholders following our business

combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,

the target business with which we enter into our initial business combination may not have attributes entirely consistent with

our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target

business with which we enter into our initial business combination will not have all of these positive attributes.

If we complete

our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be

as successful as a combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce

a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders

may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business

that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction

is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult

for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria

and guidelines.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately

$10.00 per share on the liquidation of our trust account and our warrants will expire worthless.

may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue

or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

the extent we complete our initial business combination with a financially unstable business or an entity lacking an established

record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we

These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel.

our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to

properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that

those risks will adversely impact a target business.

are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and

consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our

company from a financial point of view.

we complete our business combination with an affiliated entity or our board cannot independently determine the fair market value

of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that

is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial

point of view.

If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will

determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed

in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue shares of Class A Common Stock upon the conversion

of the Class B Common Stock at a ratio greater than one-to-one at the time of our initial business combination as a result of

the anti-dilution provisions contained in our amended and restated certificate of incorporation.

Any such issuances would dilute

the interest of our stockholders and likely present other risks.

amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A Common Stock,

par value $0.0001 per share, 50,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred

stock, par value $0.0001 per share.

There are currently 425,166,667 and 38,750,000 authorized but unissued shares of Class A Common

Stock and Class B Common Stock, respectively, available for issuance, which amount takes into account the shares of Class A Common

Stock reserved for issuance upon exercise of outstanding warrants but not the shares of Class A Common Stock issuable upon conversion

of Class B Common Stock, which amount is not currently determinable.

There are no shares of preferred stock issued and outstanding.

Shares of Class B Common Stock are convertible into shares of our Class A Common Stock initially at a one-for-one ratio but subject

to adjustment as set forth herein, including in certain circumstances in which we issue Class A Common Stock or equity-linked

securities related to our initial business combination.

Shares of Class B Common Stock are also convertible at the option of the

holder at any time.

may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination

(including pursuant to a specified future issuance) or under an employee incentive plan after completion of our initial business

We may also issue shares of Class A Common Stock to redeem the warrants or upon conversion of the Class B Common

Stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions

contained in our amended and restated certificate of incorporation.

However, our amended and restated certificate of incorporation

provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock

that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

The issuance of additional shares of common or preferred stock:

significantly dilute the equity interest of investors in our initial public offering;

subordinate the rights of holders of common stock if preferred stock is issued with rights

senior to those afforded our common stock;

cause a change of control if a substantial number of shares of our common stock are issued,

which may affect, among other things, our ability to use our net operating loss carry

forwards, if any, and could result in the resignation or removal of our present officers

and directors;

adversely affect prevailing market prices for our Units, Class A Common Stock and/or

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

If we are unable to complete our initial business combination, our public

stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation

of our trust account and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point

for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target

business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

If we are unable to complete our initial business combination, our public

stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire

ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon

the efforts of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel

could negatively impact the operations and profitability of our post-combination business.

ability to successfully effect our business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with

the target business in senior management or advisory positions following our business combination, it is likely that some or all

of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage

after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the Commission, which could cause

us to have to expend time and resources helping them become familiar with such requirements.

addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination target’s key personnel could negatively impact the operations and profitability

of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial

business combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s

management team will remain associated with the acquisition candidate following our initial business combination, it is possible

that members of the management of an acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively

impact the operations and profitability of our post-combination business.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business

These agreements may provide for them to receive compensation following our business combination and as a result,

may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with the company after the completion of our business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place

simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation

in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.

The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target

However, we believe the ability of such individuals to remain with us after the completion of our business combination

will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

There is no certainty, however, that any of our key personnel will remain with us after the completion of our business combination.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.

The determination

as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering,

our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election

to our board of directors.

may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial

business combination with a target business whose management may not have the skills, qualifications or abilities to manage a

public company, which could, in turn, negatively impact the value of our stockholders’

investment in us.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess

the target business’

management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary

to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of

their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete

our initial business combination.

officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict

of interest in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our officers

is engaged in several other business endeavors for which he may be entitled to substantial compensation and our officers are not

obligated to contribute any specific number of hours per week to our affairs.

In particular, certain of our officers and directors

are employed by Centerview Capital Consumer, which is an investment manager to various private investment funds, which make investments

in securities or other interests of or relating to companies in industries we may target for our initial business combination.

Certain of our officers serve as directors of Simply Good Foods.

Our independent directors also serve as officers or board members

for other entities.

If our officers’

and directors’

other business affairs require them to devote substantial amounts

of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs

which may have a negative impact on our ability to complete our initial business combination.

For a complete discussion of our

officers’

and directors’

other business affairs, please see Item 10 “Directors, Executive Officers and Corporate

Governance”

and Item 13 “Certain Relationships and Related Transactions, and Director Independence.”

of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their

time and determining to which entity a particular business opportunity should be presented.

we consummate our initial business combination, we will continue to engage in the business of identifying and combining with one

or more businesses.

Our sponsor and officers and directors are, and may in the future become, affiliated with entities that are

engaged in a similar business.

officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the

other entities to which they owe certain fiduciary or contractual duties.

they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation

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.

For a complete discussion of our officers’

and directors’

business affiliations

and the potential conflicts of interest that you should be aware of, please see Item 13 “Certain Relationships and Related

Transactions, and Director Independence.”

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with

our interests.

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct

or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which

we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated

with our sponsor, our directors or officers, although we do not intend to do so, or we may acquire a target business through an

Affiliated Joint Acquisition with one or more affiliates of Centerview Capital and/or one or more investors in funds managed by

Centerview Capital.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and

particular, Centerview Capital Consumer is focused on investments in the consumer sector.

As a result, there may be substantial

overlap between companies that would be a suitable business combination for us and companies that would make an attractive target

for such other affiliates.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our sponsor, officers or directors.

Our directors also serve as officers and board members for other entities,

including, without limitation, those described under Item 13 “Certain Relationships and Related Transactions, and Director

Independence.”.

Such entities may compete with us for business combination opportunities.

Our sponsor, officers and directors

are not currently aware of any specific opportunities for us to complete our business combination with any entities with which

they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or

Although we are not specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue

such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in Item

1 “Business - Selection of a Target Business and Structuring of our Initial Business Combination”

and such transaction

was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent investment

banking firm that is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company from a financial

point of view of a business combination with one or more domestic or international businesses affiliated with our officers, directors

or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may

not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of Centerview Capital and/or

one or more investors in funds managed by Centerview Capital.

This may result in conflicts of interest as well as dilutive issuances

of our securities.

may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with Centerview Capital and/or

one or more investors in funds managed by Centerview Capital.

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 making a specified

future issuance to any such parties.

Accordingly, such persons or entities may have a conflict between their interests and ours.

addition, any specified future issuance in connection with an Affiliated Joint Acquisition would trigger the anti-dilution provisions

of our Class B Common Stock, which, unless waived, would result in an adjustment to the conversion ratio of our Class B Common

Stock 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 currently outstanding plus all shares issued in the specified

future issuances.

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.

our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict

of interest may arise in determining whether a particular business combination target is appropriate for our initial business

May 2019, our sponsor purchased an aggregate of 11,500,000 founder shares for an aggregate purchase price of $25,000, or approximately

$0.002 per share.

In June 2019, our sponsor transferred 25,000 founder shares to each of Ms.

Rosenfeld and Messrs.

Klein, Blaylock

and Schena, our independent directors.

The founder shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor purchased an aggregate of 7,333,333 private placement warrants, each exercisable for one share of our

Class A Common Stock at $11.50 per share, for a purchase price of $11,000,000, or $1.50 per whole warrant, that will also be worthless

if we do not complete a business combination.

Holders of founder shares have agreed (A) to vote any shares owned by them in favor

of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve

a proposed initial business combination.

In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer

The personal and financial interests of our officers and directors may influence their motivation in identifying

and selecting a target business combination, completing an initial business combination and influencing the operation of the business

following the initial business combination.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our stockholders’

investment in us.

we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding

debt, we may choose to incur substantial debt to complete our business combination.

We have agreed that we will not incur any

indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the

monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption from

the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest

payments when due if we breach certain covenants that require the maintenance of certain

financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security

is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants

restricting our ability to obtain such financing while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which

will reduce the funds available for dividends on our common stock if declared, our ability

to pay expenses, make capital expenditures and acquisitions, and fund other general corporate

● limitations

on our flexibility in planning for and reacting to changes in our business and in the

industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, and execution of our strategy;

disadvantages compared to our competitors who have less debt.

may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the private

placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products

This lack of diversification may negatively impact our operations and profitability.

the net proceeds from our initial public offering and the sale of the private placement warrants, $437,066,525 is available to

complete our initial business combination and pay related fees and expenses (which includes up to approximately $15.75 million,

for the payment of deferred underwriting commissions).

may effectuate our business combination with a single target business or multiple target businesses simultaneously or within a

short period of time.

However, we may not be able to effectuate our business combination with more than one target business because

of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the Commission that present operating results and the financial condition of several target businesses

as if they had been operated on a combined basis.

By completing our initial business combination with only a single entity, our

lack of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be

able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities

which may have the resources to complete several business combinations in different industries or different areas of a single

In addition, we focus our search for an initial business combination in a single industry.

Accordingly, the prospects

for our success may be:

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products,

processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to

complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which

may make it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business

combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations

and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation

of the operations and services or products of the acquired companies in a single operating business.

If we are unable to adequately

address these risks, it could negatively impact our profitability and results of operations.

may attempt to complete our initial business combination with a private company about which little information is available, which

may result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

definition, very little public information exists about private companies, and we could be required to make our decision on whether

to pursue a potential initial business combination on the basis of limited information, which may result in a business combination

with a company that is not as profitable as we suspected, if at all.

management may not be able to maintain control of a target business after our initial business combination.

may structure a business combination so that the post-transaction company in which our public stockholders own shares will own

less than 100% of the equity interests or assets of a target business, but 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 us not to be required to register as an investment company under the Investment

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns

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 business combination 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 of Class

A Common Stock in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% interest

in the target.

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately

prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining

a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management

will not be able to maintain our control of the target business.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to

complete a business combination with which a substantial majority of our stockholders do not agree.

amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except 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 (such that we are not subject to the Commission’s “penny stock”

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

As a result, we may be able to complete our business combination even if a substantial majority of our public stockholders do

not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination

and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered into

privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.

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, all shares

of Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate

business combination.

exercise price for the public warrants is higher than in many similar blank check company offerings in the past, and, accordingly,

the warrants are more likely to expire worthless.

exercise price of the public warrants is higher than is typical in many similar blank check companies in the past.

Investing in our securities involves risks.

Before you make a decision regarding our securities, in addition to the risks and uncertainties

discussed above under Forward-Looking Statements, you should carefully consider the specific risks set forth herein.

If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of

As a result, the market price of our securities could decline, and you could lose all or part of your investment.

Additionally, the risks and uncertainties described in this Annual Report are not the only risks and uncertainties that we

Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

The following discussion should be read in conjunction with the financial

statements and notes to the financial statements included herein.

Summary of Principal Risks Associated with Our Business

Set forth below is a summary of some of the principal risks we face:

the COVID-19 pandemic and the measures taken to mitigate its spread

including its adverse effects on our business, results of operations, financial condition and liquidity;

developments with respect to retailers that are out of our control;

changes to labor laws or wage or job classification regulations, including minimum wage, or other market-driven

wage changes;

our ability to continue to generate significant operating cash flow;

consolidation within the industry of our clients creating pressure on the nature and pricing of our services;

our reliance on continued access to retailers platforms;

consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing, and technology

programs and relationships;

our ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving

industry and to otherwise adapt to significant technological change;

client procurement strategies putting additional operational and financial pressure on our services;

our ability to effectively remediate material weaknesses and maintain proper and effective internal controls in

potential and actual harms to our business arising from the matter related to the April 2018 acquisition of Take

5 Media Group (the Take 5 Matter);

our ability to identify attractive acquisition targets, acquire them at attractive prices, and successfully

integrate the acquired businesses;

our ability to hire, timely train, and retain talented individuals for our workforce, and to maintain our

corporate culture as we grow;

our ability to avoid or manage business conflicts among competing brands;

difficulties in integrating acquired businesses;

our substantial indebtedness and our ability to refinance at favorable rates;

limitations, restrictions, and business decisions involving our joint ventures and minority investments;

exposure to foreign currency exchange rate fluctuations and risks related to our international operations;

the ability to maintain applicable listing standards;

the ability to recognize the anticipated benefits of the Transactions (as defined herein), which may be affected

by, among other things, competition, our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees;

changes in applicable laws or regulations;

the possibility that we may be adversely affected by other political, economic, business, and/or competitive

Risks Related to the Companys Business and Industry

The COVID-19 pandemic and the measures taken to mitigate its spread have had, and are likely to continue to have,

an adverse effect on our business, results of operations, financial condition and liquidity.

COVID-19 pandemic, including the measures taken to mitigate its spread, have had, and are likely to continue to have, adverse effects on our business and operations.

There are many uncertainties regarding the

current COVID-19 pandemic, including the scope of potential public health issues, the anticipated duration of the pandemic and the extent of local and worldwide social, political and economic disruption it has

caused and may cause in the future.

To date, the COVID-19 pandemic and measures taken to mitigate the spread of COVID-19, including restrictions on large gatherings,

closures of face-to-face events and indoor dining facilities, shelter in place health orders and travel restrictions, have had

far-reaching direct and indirect impacts on many aspects of our operations, including temporary termination of certain in-store demonstration services and other

services, as well as on consumer behavior and purchasing patterns, in particular with respect to the foodservice industries, and declines in consumer demand for restaurant, school and hotel dining, where we promote our clients products.

March 2020, our marketing segment has experienced a significant decline in revenues, primarily due to the temporary suspension or reduction of certain in-store demonstration services and decreased demand in

our digital marketing services, both of which we believe were caused by the COVID-19 pandemic and the various governmental and private responses to the pandemic, and which may continue in the future.

sales segment, we have experienced significant shifts in consumer spending preferences and habits.

We can provide no assurances that the strength of that segment will continue or that we will be able to continue to evolve our business in the future

as the COVID-19 pandemic continues to impact our clients businesses.

We have taken several

actions in response to these business disruptions, including reducing certain of our discretionary expenditures, reducing our real estate foot print, through lease terminations and amendments (including abandoning several office leases prior to

reaching termination agreements with its landlords), eliminating non-essential travel and terminating, furloughing or instituting pay reductions and deferrals for some of our associates.

However, the pandemic

has had, and may continue to have, an adverse effect on our results of operations, including our revenues, our financial condition and liquidity.

The COVID-19 pandemic also may have the effect of heightening many of the other risks described in

these Risk Factors , including:

potential changes in the policies of retailers in response to the

COVID-19 pandemic, including changes to or restrictions on their outsourcing of sales and marketing functions and restrictions on the performance of in-store

demonstration services, if permitted at all;

potential changes in the demand for services by our clients in response to the

COVID-19 pandemic;

the need for us to adapt to technological change and otherwise develop and maintain omni-channel solutions;

our ability to generate sufficient cash to service our substantial indebtedness;

our ability to maintain our credit rating;

our ability to offer high-quality customer support and maintain our reputation;

our ability to identify, perform adequate diligence on and consummate acquisitions of attractive business

targets, and then subsequently integrate such acquired businesses;

our ability to hire, timely train and retain talented individuals for our workforce;

our ability to maintain our corporate culture;

severe disruption and instability in the U.S.

and global financial markets or deteriorations in credit and

financing conditions, which could make it difficult for us to access debt and equity capital on attractive terms, or at all;

our ability to effectively manage our operations while a significant amount of our associates continue to work

remotely due to the COVID-19 pandemic;

deteriorating economic conditions, higher unemployment, public transportation disruptions or other disruptions as

a result of the COVID-19 pandemic which could result in lower-than-planned sales during key revenue-producing seasons, leading to lower revenues;

potential cost-saving strategies implemented by clients that reduce fees paid to third-party service providers

such as ourselves;

our ability to implement additional internal control measures to improve our internal control over financial

We cannot predict the full extent to which the COVID-19 pandemic may

affect our business, financial condition, results of operations and liquidity as such effects will depend on how the COVID-19 pandemic and the measures taken in response to the

COVID-19 pandemic continue to develop.

However, these effects may continue, evolve or increase in severity, each of which could further negatively impact our business, financial condition, results of

operations and liquidity.

Our business and results of operations are affected by developments with and policies of retailers that are out of our

A limited number of national retailers account for a large percentage of sales for our consumer goods manufacturer

We expect that a significant portion of these clients sales will continue to be made through a relatively small number of retailers and that this percentage may increase if the growth of mass retailers and the trend of retailer

consolidation continues.

As a result, changes in the strategies of large retailers, including a reduction in the number of brands that these retailers carry or an increase in shelf space that they dedicate to private label products, could materially

reduce the value of our services to these clients or these clients use of our services and, in turn, our revenues and profitability.

Many retailers have critically analyzed the number and variety of brands they sell, and have reduced or

discontinued the sale of certain of our clients product lines at their stores, and more retailers may continue to do so.

If this continues to occur and these clients are unable to improve distribution for their products at other retailers, our

business or results of operations could be adversely affected.

These trends may be accelerated as a result of the COVID-19 pandemic.

Additionally, many retailers, including several of the largest retailers in North America, which own and operate a significant number of the

locations at which we provide our services, have implemented or may implement in the future, policies that designate certain service providers to be the exclusive provider or one of their preferred providers for specified services, including many of

the services that we provide to such retailers or our clients.

Some of these designations apply across all of such retailers stores, while other

designations are limited to specific regions.

If we are unable to respond effectively to the expectations and demands of such retailers or if retailers do not designate us as their exclusive provider or one of their preferred providers for any

reason, they could reduce or restrict the services that we are permitted to perform for our clients at their facilities or require our clients to purchase services from other designated services providers, which include our competitors, either of

which could adversely affect our business or results of operations.

Changes to wage or job classification regulations, including minimum wages and

market-driven wage increases, could adversely affect our business, financial condition or results of operations.

Changes in labor

laws related to employee hours, wages, job classification and benefits, including health care benefits, could adversely affect our business, financial condition or results of operations.

In addition, in response to the

COVID-19 pandemic, we have significantly reduced our workforce.

As of December 31, 2020, we employed approximately 62,000 associates, many of whom are paid above, but near, applicable minimum wages.

Additionally, many of our salaried associates are paid at rates that could be impacted by changes to minimum pay levels for exempt roles.

Certain state or municipal jurisdictions in which we operate have recently increased their minimum wage by a significant amount, and other jurisdictions are considering or plan to implement similar actions, which may increase our labor costs.

increases at the federal, state or municipal level to the minimum pay rate required to remain exempt from overtime pay may adversely affect our business, financial condition or results of operations.

Furthermore, market competition may create further pressure for us to increase the wages paid to our associates or the benefits packages that

they receive.

If we experience market-driven increases in wage rates or benefits or if we fail to increase our wages or benefits packages competitively, the quality of our workforce could decline, causing our client service to suffer.

low unemployment rates may increase the likelihood or impact of such market pressures.

Any of these changes affecting wages or benefits for our associates could adversely affect our business, financial condition or results of operations.

Consolidation in the industries we serve could put pressure on the pricing of our services, which could adversely affect our business, financial

condition or results of operations.

Consolidation in the consumer goods and retail industries we serve could reduce aggregate

demand for our services in the future and could adversely affect our business or our results of operations.

When companies merge, the services they previously purchased separately are often purchased by the combined entity, leading to the

termination of relationships with certain service providers or demands for reduced fees and commissions.

The combined company may also choose to insource certain functions that were historically outsourced, resulting in the termination of existing

relationships with third-party service providers.

While we attempt to mitigate the revenue impact of any consolidation by maintaining existing or winning new service arrangements with the combined companies, there can be no assurance as to the

degree to which we will be able to do so as consolidation continues in the industries we serve, and our business, financial condition or results of operations may be adversely affected.

Consumer goods manufacturers and retailers may periodically review and change their sales, retail, marketing and technology programs and relationships

to our detriment.

The consumer goods manufacturers and retailers to whom we provide our business solutions operate in highly

competitive and rapidly changing environments.

From time to time these parties may put their sales, retail, marketing and technology programs and relationships up for competitive review, which may increase in frequency as a result of the COVID-19 pandemic and its impacts on the consumer goods manufacturers and retailer industries.

We have occasionally lost accounts with significant clients as a result of these reviews in the

past, and our clients are typically able to reduce or cancel current or future spending on our services on short notice for any reason.

We believe that key competitive considerations for

retaining existing and winning new accounts include our ability to develop solutions that meet the needs of these manufacturers and retailers in this environment, the quality and effectiveness of our services and our ability to operate efficiently.

To the extent that we are not able to develop these solutions, maintain the quality and effectiveness of our services or operate efficiently, we may not be able to retain key clients, and our business, financial condition or results of operations

may be adversely affected.

Our largest clients generate a significant portion of our revenues.

Our three largest clients generated approximately 12% of our revenues in the fiscal year ended December 31, 2020.

These clients are

generally able to reduce or cancel spending on our services on short notice for any reason.

A significant reduction in spending on our services by our largest clients, or the loss of one or more of our largest clients, if not replaced by new clients

or an increase in business from existing clients, would adversely affect our business and results of operations.

In addition, when large retailers suspend or reduce in-store demonstration services, such as in

response to the COVID-19 pandemic, our business and results of operations can be adversely affected.

reliant on continued access to retailer platforms on commercially reasonable terms for the provision of certain of our e-commerce services in which our clients products are resold by us, as the vendor of

record, directly to the consumer.

A growing portion of the e-commerce services we provide

involve the purchase and resale by us, as the vendor of record, of our clients products through retailer platforms.

The control that retailers such as Amazon have over the access and fee structures and/or pricing for products on their

platforms could impact the volume of purchases of these products made on their platform and our revenues from the provision of such e-commerce services.

If such retailers establish terms that restrict the

offering of these products on their platform, significantly impact the financial terms on which such products are offered, or do not approve the inclusion of such products on their platform, our business could be negatively impacted.

Additionally,

we also generally rely on the retailers payment processing services for purchases made on its platform by consumers.

To the extent such payment processing services are offered to us on less favorable terms, or become unavailable to us for any

reason, our costs of revenue with respect to this aspect of our business could increase, and our margins could be materially adversely impacted.

We cannot assure you that we will be successful in maintaining access to these retailer platforms on

commercially reasonable terms, or at all.

The retail industry is evolving, and if we do not successfully develop and maintain relevant omni-channel

services for our clients, our business, financial condition or results of operations could be adversely impacted.

Historically,

the exercise price of a warrant was generally a fraction of the purchase price of the Units in the initial public offering.

exercise price for our public warrants is $11.50 per share.

As a result, the warrants are less likely to ever be in the money

and more likely to expire worthless.

order to effectuate our initial business combination, we may seek to amend our amended and restated certificate of incorporation

or governing instruments in a manner that will make it easier for us to complete our initial business combination but that our

stockholders may not support.

order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their

charters and modified governing instruments.

For example, blank check companies have amended the definition of business combination,

increased redemption thresholds and changed industry focus.

We cannot assure you that we will not seek to amend our charter or

governing instruments or change our industry focus in order to effectuate our initial business combination.

provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and

corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval

of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies.

may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate

the completion of an initial business combination that some of our stockholders may not support.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including

those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s

stockholders.

In those companies, amendment of these provisions sometimes requires approval by between 90% and 100% of the company’s

public stockholders.

Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business

combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of

warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights

to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote

thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended

if approved by holders of 65% of our common stock entitled to vote thereon.

In all other instances, our amended and restated certificate

of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to

applicable provisions of the DGCL or NASDAQ rules.

Our initial stockholders, who collectively beneficially own up to 20% of our

common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement

and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended

and restated certificate of incorporation which govern our pre-business combination behavior more easily than some other blank

check companies, and this may increase our ability to complete a business combination with which you do not agree.

Our stockholders

may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

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, divided by the number of then outstanding public shares.

These agreements are contained

in a letter agreement that we have entered into with our sponsor, officers and directors.

Our stockholders are not parties to,

or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor,

officers or directors for any breach of these agreements.

As a result, in the event of a breach, our stockholders would need to

pursue a stockholder derivative action, subject to applicable law.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth

of a target business, which could compel us to restructure or abandon a particular business combination.

we believe that the net proceeds of our initial public offering and the sale of the private placement warrants are sufficient

to allow us to complete our initial business combination, because we have not yet entered into a definitive agreement with any

prospective target business we cannot ascertain the capital requirements for any particular transaction.

If the net proceeds of

our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size

of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation

to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business

combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we

may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that such financing

will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed

to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular

business combination and seek an alternative target business candidate.

If we are unable to complete our initial business combination,

our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in

the trust account and not previously released to us to pay our working capital requirements (up to $1,000,000 in the aggregate)

as well as franchise and income taxes on the liquidation of our trust account and our warrants will expire worthless.

even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations

or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued

development or growth of the target business.

None of our officers, directors or stockholders is required to provide any financing

to us in connection with or after our initial business combination.

If we are unable to complete our initial business combination,

our public stockholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants

will expire worthless.

initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you

do not support.

initial stockholders own shares representing 20% of our issued and outstanding shares of common stock.

Accordingly, they may exert

a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments

to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders

purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase

their control.

Factors that would be considered in making such additional purchases would include consideration of the current

trading price of our Class A Common Stock.

In addition, our board of directors, whose members were elected by our initial stockholders,

is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of

directors being elected in each year.

We may not hold an annual meeting of stockholders to elect new directors prior to the completion

of our business combination, in which case all of the current directors will continue in office until at least the completion

of the business combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors,

only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership

position, will have considerable influence regarding the outcome.

In addition, prior to the completion of an initial business

combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

our initial stockholders will continue to exert control at least until the completion of our business combination.

may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50%

of the then outstanding public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period

could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased,

all without your approval.

warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder

to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then

outstanding public warrants to make any change that adversely affects the interests of the registered holders.

Accordingly, we

may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding

public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of

at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other

things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our Class

A Common Stock purchasable upon exercise of a warrant.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making such your

warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a

price of $0.01 per warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per

share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give

proper notice of such redemption and provided certain other conditions are met.

If and when the warrants become redeemable by

us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under

all applicable state securities laws.

Redemption of the outstanding warrants could force a you (i) to exercise your warrants and

pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current

market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the

time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees.

addition, we may redeem your warrants after they become exercisable for $0.10 per warrant upon a minimum of 30 days’

written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of

Class A Common Stock determined based on the redemption date and the fair market value of our Class A Common Stock.

Exhibit 4.2 of this Report.

Any such redemption may have similar consequences to a cash redemption described above.

such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case you would lose any potential

embedded value from a subsequent increase in the value of the Class A Common Stock had your warrants remained outstanding.

warrants and founder shares may have an adverse effect on the market price of our Class A Common Stock and make it more difficult

to effectuate our business combination.

issued warrants to purchase 11,250,000 shares of Class A Common Stock as part of the Units sold in our initial public offering

and, simultaneously with the closing of our initial public offering, we issued in a private placement warrants to purchase an

aggregate of 7,333,333 shares of Class A Common Stock at $11.50 per share.

Prior to our initial public offering, our sponsor purchased

an aggregate of 11,500,000 founder shares in a private placement (250,000 founder shares have been forfeited following the partial

exercise of the underwriters’

over-allotment option).

The founder shares are convertible into shares of Class A Common Stock

on a one-for-one basis, subject to adjustment as set forth herein.

In addition, if our sponsor makes any working capital loans,

up to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise

Our public warrants are also redeemable by us for Class A Common Stock as described in Exhibit 4.2 of this Report.”

the extent we issue shares of Class A Common Stock to effectuate a business combination, the potential for the issuance of a substantial

number of additional shares of Class A Common Stock upon exercise of these warrants and conversion rights could make us a less

attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares

of our Class A Common Stock and reduce the value of the shares of Class A Common Stock issued to complete the business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost

of acquiring the target business.

private placement warrants are identical to the warrants sold as part of the Units in our initial public offering except that,

so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including

the Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,

assigned or sold by our sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised

by the holders on a cashless basis.

each unit contains one-fourth of one warrant and only a whole warrant may be exercised, the Units may be worth less than Units

of other blank check companies.

unit contains one-fourth of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a

whole number of shares, only a whole warrant may be exercised at any given time.

This is different from other offerings similar

to ours whose Units include one share of common stock and one warrant to purchase one whole share.

We have established the components

of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since

the warrants will be exercisable in the aggregate for one-fourth of the number of shares compared to Units that each contain a

warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless,

this unit structure may cause our Units to be worth less than if they included a warrant to purchase one whole share.

requirements of being a public company may strain our resources and divert management’s attention.

a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes Oxley Act, the Dodd-Frank Wall

Street Reform and Consumer Protection Act, the listing requirements of NASDAQ and other applicable securities rules and regulations.

Compliance with these rules and regulations increase our legal and financial compliance costs, make some activities more difficult,

time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging

growth company.”

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and

procedures and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls

and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight

may be required.

As a result, management’s attention may be diverted from other business concerns, which could adversely

affect our business and operating results.

We may need to hire more employees in the future or engage outside consultants to comply

with these requirements, which will increase our costs and expenses.

market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

price of our securities may vary significantly due to one or more potential business combinations and general market or economic

Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable to sell your securities unless a market can be established and sustained.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial

significance tests include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the

same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the

tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting

principles generally accepted in the United States of America, or GAAP, or international financial reporting standards, or IFRS,

depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards

of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statements may also be required to

be prepared in accordance with GAAP in connection with our current report on Form 8-K announcing the closing our initial business

combination within four business days following such closing.

These financial statement requirements may limit the pool of potential

target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose

such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make

it more difficult to compare our performance with other public companies.

are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may

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 nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access

to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances

could cause us to lose that status earlier, including if the market value of our Class A Common Stock held by non-affiliates exceeds

$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our

securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading

prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard

at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accountant standards used.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require

substantial financial and management resources, and increase the time and costs of completing an acquisition.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls over financial reporting

beginning with our Annual Report on Form 10-K for the year ending December 31, 2020.

Only in the event we are deemed to be a large

accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm

attestation requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth

company, we will not be required to comply with the independent registered public accounting firm attestation requirement 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 company with which

we seek to complete our 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 control over financial reporting of any such entity to achieve

compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the

price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.

amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that

stockholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability

of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these

provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment

of a premium over prevailing market prices for our securities.

amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and

exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our

stockholders’

ability to obtain a favorable judicial forum for disputes with our company or our company’s directors,

officers or other employees.

amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative

forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive

forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of

a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim

for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director or officer of

our company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws,

or (4) action asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine

except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable

party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction

of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a

court or forum other than the Court of Chancery, or (c) arising under the federal securities laws, including the Securities Act,

as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and

exclusive forums.

Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any

liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of

America shall be the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any shares

of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated

certificate of incorporation.

If any action the subject matter of which is within the scope the forum provisions is filed in a

court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder,

such stockholder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located within

the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement

action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such

stockholder’s counsel in the foreign action as agent for such stockholder.

choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits.

Alternatively,

if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results

of operations and result in a diversion of the time and resources of our management and board of directors.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would

be subject to a variety of additional risks that may negatively impact our operations.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would

be subject to any special considerations or risks associated with companies operating in an international setting, including any

of the following:

costs and difficulties inherent in managing cross-border business operations and complying

with different commercial and legal requirements of overseas markets;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

and trade barriers;

● regulations

related to customs and import/export matters;

payment cycles and challenges in collecting accounts receivable;

issues, such as tax law changes and variations in tax laws as compared to the United

fluctuations and exchange controls;

of inflation;

and language differences;

strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

● deterioration

of political relations with the United States;

appropriations of assets.

may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may

adversely impact our results of operations and financial condition.

may face risks related to consumer sector companies.

combinations with companies in the consumer sector entail special considerations and risks.

If we are successful in completing

a business combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:

inability to compete effectively in a highly competitive environment with many incumbents

having substantially greater resources;

inability to manage rapid change, increasing consumer expectations and growth;

inability to build strong brand identity and improve customer satisfaction and loyalty;

● Limitations

on a target business’

ability to protect its intellectual property rights, including

its trade secrets, that could cause a loss in revenue and any competitive advantage;

high cost or unavailability of materials, equipment, supplies and personnel that could

adversely affect our ability to execute our operations on a timely basis;

inability to attract and retain customers;

inability to license or enforce intellectual property rights on which our business may

● Seasonality

and weather conditions that may cause our operating results to vary from quarter to quarter;

inability by us to successfully anticipate changing consumer preferences and buying trends

and manage our product line and inventory commensurate with customer demand;

liability for negligence, copyright, or trademark infringement or other claims based

on the nature and content of materials that we may distribute;

of our operations upon third-party suppliers whose failure to perform adequately could

disrupt our business;

operating results may be adversely affected by changes in the cost or availability of

raw materials and energy;

may be subject to production-related risks which could jeopardize our ability to realize

anticipated sales and profits;

in the retail industry and markets for consumer products affecting our customers or retailing

practices could negatively impact customer relationships and our results of operations;

business could involve the potential for product recalls, product liability and other

claims against us, which could affect our earnings and financial condition.

of the foregoing could have an adverse impact on our operations following a business combination.

However, our efforts in identifying

prospective target businesses will not be limited to the consumer sector.

Accordingly, if we acquire a target business in another

industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in

which we operate or target business which we acquire, none of which can be presently ascertained.

Staff Comments

substantially all of our sales segment revenues were generated by sales and services that ultimately occurred in traditional retail stores.

The retail industry is evolving, as demonstrated by the number of retailers that offer both traditional

retail stores and e-commerce platforms or exclusively e-commerce platforms.

In addition, the COVID-19 pandemic has placed

pressure on the traditional retail store model, including store closures, changes in consumer spending, and extensive health and safety risks and compliance requirements, If consumers continue to shift to purchase more products online and e-commerce continues to displace brick-and-mortar retail sales, there may be a decrease in the demand for certain of our services.

Consumers are increasingly using computers, tablets, mobile phones and other devices to comparison shop, determine product availability and complete purchases online, a trend that has accelerated during the

COVID-19 pandemic, and which may continue thereafter.

Omni-channel retailing is rapidly evolving and we believe we will need to keep pace with the changing consumer expectations and new developments by our

While we continue to seek to develop effective omni-channel solutions for our clients that support both their e-commerce and traditional retail needs, there can be no assurances that these efforts will result in revenue gains

sufficient to offset potential decreases associated with a decline in traditional retail sales or that we will be able to maintain our position as a leader in our industry.

If we are unable to

provide, improve or develop innovative digital services and solutions in a timely manner or at all, our business, financial condition or results of operations could be adversely impacted.

We may be unable to adapt to significant technological change, which could adversely affect our business, financial condition or results of operations.

We operate businesses that require sophisticated data collection, processing and software for analysis and insights.

technologies supporting the industries we serve are changing rapidly, particularly as a result of the COVID-19 pandemic.

We will be required to continue to adapt to changing technologies, either by developing

and marketing new services or by enhancing our existing services, to meet client demand.

Moreover, the introduction of new services

embodying new technologies, including automation of certain of our in-store services, and the emergence of new industry standards could render existing services obsolete.

Our continued success will depend on

our ability to adapt to changing technologies, manage and process increasing amounts of data and information and improve the performance, features and reliability of our existing services in response to changing client and industry demands.

experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our services.

New services or enhancements to existing services may not adequately meet the requirements of current and

prospective clients or achieve market acceptance.

Our ability to maintain our competitive position depends on our ability to attract and retain

talented executives.

We believe that our continued success depends to a significant extent upon the efforts, abilities and

relationships of our senior executives and the strength of our middle management team.

Although we have entered into employment agreements with certain of our senior executives, each of them may terminate their employment with us at any time.

replacement of any of our senior executives likely would involve significant time and costs and may significantly delay or prevent the achievement of our business objectives and could therefore have an adverse impact on our business.

In addition, we

do not carry any key person insurance policies that could offset potential loss of service under applicable circumstances.

Furthermore, if we are unable to attract and retain a talented team of middle management executives, it may be

difficult to maintain the expertise and industry relationships that our clients value, and they may terminate or reduce their relationship with us.

Client procurement and fee reduction strategies could put additional operational and financial pressure on our services or negatively impact our

relationships, business, financial condition or results of operations.

Many of our clients seek opportunities to reduce their

costs through procurement strategies that reduce fees paid to third-party service providers.

As a result, certain of our clients have sought, and may continue to seek, more aggressive terms from us, including with respect to pricing and payment

Such activities put operational and financial pressure on our business, which could limit the amounts we earn or delay the timing of our cash receipts.

Such activities may also cause disputes with our clients or negatively impact our

relationships or financial results.

While we attempt to mitigate negative implications to client relationships and the revenue impact of any pricing pressure by aligning our revenues opportunity with satisfactory client outcomes, there can be no

assurance as to the degree to which we will be able to do so successfully.

Additionally, price concessions can lead to margin compression, which in turn could adversely affect our business, financial condition or results of operations.

If we fail to offer high-quality customer support, our business and reputation may suffer.

High-quality education, training and customer support are important for successful marketing and sales and for the renewal of existing

Providing this education, training and support requires that our personnel

who manage our online training resource or provide customer support have specific inbound experience domain knowledge and expertise, making it more difficult for us to hire qualified personnel

and to scale up our support operations.

The importance of high-quality customer support will increase as we expand our business and pursue new customers.

If we do not help our customers use multiple applications and provide effective ongoing

support, our ability to sell additional functionality and services to, or to retain, existing customers may suffer and our reputation with existing or potential customers may be harmed.

We may be adversely affected if clients reduce their outsourcing of sales and marketing functions.

Our business and growth strategies depend in large part on companies continuing to elect to outsource sales and marketing functions.

clients and potential clients will outsource if they perceive that outsourcing may provide quality services at a lower overall cost and permit them to focus on their core business activities and have done so in the past.

We cannot be certain that

the industry trend to outsource will continue or not be reversed or that clients that have historically outsourced functions will not decide to perform these functions themselves.

Unfavorable developments with respect to outsourcing could adversely

affect on our business, financial conditions and results of operations.

We have identified material weaknesses in our internal control over

financial reporting.

If we are unable to effectively remediate any of these material weaknesses or if we fail to maintain proper and effective internal controls in the future, our ability to produce accurate and timely financial statements could be

impaired, investors views of us could be harmed, and we could be subject to enforcement actions by the SEC.

detailed in Item 9A.

Controls and Procedures of this Report, on August 15, 2019, we concluded that our previously-issued audited consolidated financial statements and related notes as of and for the year ended December 31, 2018,

should be restated to reflect the corrections of misstatements as a result of the Take 5 Matter.

Specifically, we determined that revenues during the fiscal year ended December 31, 2018 attributable to the Take 5 business had been recognized

for services for which performance obligations were not performed on behalf of clients of Take 5 and that inaccurate reports were made to Take 5 clients about those services.

As a result of the inappropriate business and revenue recognition

practices at Take 5, we also determined that the acquired assets and liabilities of Take 5 were not properly stated at fair value at the acquisition date.

In addition, and unrelated to the Take 5 Matter, we corrected an error to the benefit from

income taxes for the three months ended September 30, 2018 and December 31, 2018.

The net impact of the errors in the provision for income taxes did not change the amount of the benefit from income taxes for the year ended

December 31, 2018.

In connection with our investigation into the Take 5 Matter and the other error corrections, we have identified

material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Specifically, we identified material weaknesses in the design and operating effectiveness of our risk assessment and

information and communication processes which contributed to the following material weaknesses:

We determined that we did not design and maintain effective controls related to our due diligence procedures for

potential acquisitions with respect to databases and information technology systems used to recognize revenue and determine the satisfaction of performance obligations.

Specifically, internal controls were not designed and maintained to assess the

risks associated with potential acquisitions and the need to perform due diligence as part of purchase accounting with respect to databases and information technology systems utilized to determine the satisfaction of performance obligations, and to

communicate and evaluate the results of due diligence.

We determined that we did not design and maintain effective controls to establish an appropriate basis for

reliance on data and information in our information technology systems used for revenue

recognition in certain of our newly acquired businesses.

Specifically, internal controls were not designed and maintained to ensure the completeness and accuracy of system generated reports used

to verify the satisfaction of performance obligations.

We determined that we did not design and maintain effective controls related to information and communication

specifically with respect to our whistleblower complaint process to properly investigate, communicate and resolve whistleblower complaints and allegations related to accounting or other misconduct in a timely manner, and with respect to

communication with appropriate parties.

Specifically, internal controls were not designed and maintained to ensure that individuals conducting investigations into allegations of accounting or other misconduct had the appropriate expertise and

supervision, and that the results of the investigations have been communicated to the appropriate parties or that other transactions are communicated to the appropriate parties.

We are in the process of designing and implementing measures to improve our internal control over financial reporting and remediate the

material weaknesses.

Our efforts include the following actions:

In order to validate more fully an acquisition target with databases and information technology systems used to

recognize revenue and determine the satisfaction of performance obligations, we are designing and implementing policies and procedures to perform more robust risk assessment and due diligence procedures in connection with such potential

acquisitions, including engaging third-party experts to evaluate such target companies databases or information technology, and enhancing the communication and evaluation of due diligence results, as appropriate.

We are enhancing our procedures related to the risk assessment, evaluation of the completeness and accuracy of

our internal reporting processes with respect to newly acquired businesses, including with respect to the completeness and accuracy of reports used to verify the satisfaction of performance obligations under client contracts and the accuracy of

recognized revenues.

We are designing, enhancing and implementing procedures and policies to promote timely and proper risk

assessment, investigation, resolution, communication and disclosure of any whistleblower complaints or reported allegations of accounting or other misconduct.

In addition, we are designing and implementing various controls, including additional policies, procedures and training, to enhance our

disclosure committee process and communication of pertinent information to the appropriate parties in connection with the issuance or reissuance of our consolidated financial statements.

While we are designing and implementing measures to remediate our existing material weaknesses, we cannot predict the success of such measures

or the outcome of our assessment of these measures at this time.

We can give no assurance that these measures will remediate any of the deficiencies in our internal control over financial reporting or that additional material weaknesses or

significant deficiencies in our internal control over financial reporting will not be identified in the future.

As a public company, we

are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for each Annual Report on Form 10-K to be filed with the

As further detailed in Item 9A.

Controls and Procedures, this Annual Report on Form 10-K does not include a report of managements assessment regarding internal control over financial reporting (ICFR), or an attestation report

of our independent registered public accounting firm, as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating companys ICFR in

the period between the consummation date of the reverse acquisition and the date of managements assessment of ICFR (pursuant to Section 215.02 of the SEC Division of Corporation Finances Regulation S-K Compliance & Disclosure

Interpretations).

Starting with our Annual Report on Form 10-K for the year ending December 31, 2021, this assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial

reporting and our independent registered public accounting firm will also be

required to attest to the effectiveness of our internal control over financial reporting.

Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations

by the SEC, the NASDAQ or other regulatory authorities, which would require additional financial and management resources.

If we are unable to

identify attractive acquisition targets, acquire them at attractive prices or successfully integrate the acquired businesses, we may be unsuccessful in growing our business.

A significant portion of our growth has been as a result of our acquisition of complementary businesses that grow our service offerings,

expand our geographic reach and strengthen valuable relationships with clients.

However, there can be no assurance that we will find attractive acquisition targets, that we will acquire them at attractive prices, that we will succeed at effectively

managing the integration of acquired businesses into our existing operations or that such acquired businesses or technologies will be well received by our clients, potential clients or our investors.

We could also encounter higher-than-expected earn-out payments, unforeseen transaction- and integration-related costs or delays or other circumstances such as disputes with or the loss of key or other personnel from acquired businesses, challenges or delays in

integrating systems or technology of acquired businesses, a deterioration in our associate and client relationships, harm to our reputation with clients, interruptions in our business activities or unforeseen or higher-than-expected inherited

Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies or the diversion of management time and attention.

In order for us to continue to grow our business through acquisitions we will need to identify appropriate acquisition opportunities and

acquire them at attractive prices.

We may choose to pay cash, incur debt or issue equity securities to pay for any such acquisition.

The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other

restrictions that would impede our ability to manage our operations.

The sale of equity to finance any such acquisition could result in dilution to our stockholders.

We may encounter significant difficulties integrating acquired businesses.

The combination of any businesses is a complex, costly and time-consuming process.

As a result, we have devoted, and will continue to devote,

significant management attention and resources to integrating acquired businesses.

The failure to meet the challenges involved in integrating businesses and to realize the anticipated benefits of any acquisition could cause an interruption of, or a

loss of momentum in, the activities of our combined business and could adversely affect our results of operations.

The difficulties of combining acquired businesses with our own include, among others:

the diversion of management attention to integration matters;

difficulties in integrating functional roles, processes and systems, including accounting systems;

challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and

compensation structures between the two companies;

difficulties in assimilating, attracting and retaining key personnel;

challenges in keeping existing clients and obtaining new clients;

difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from

the Transactions;

difficulties in managing the expanded operations of a significantly larger and more complex business;

contingent liabilities, including contingent tax liabilities or litigation, that may be larger than expected;

potential unknown liabilities, adverse consequences or unforeseen increased expenses associated with an

acquisition, including possible adverse tax consequences to the combined business pursuant to changes in applicable tax laws or regulations.

Many of these factors are outside of our control, and any one of them could result in

increased costs, decreased expected revenues and diversion of management time and energy, all of which could adversely impact our business and results of operations.

These difficulties have been enhanced further during the COVID-19 pandemic as a result of our office closures and work-from home policies, which may hinder assimilation of key personnel.

If we are not able to successfully integrate an acquisition, if we incur significantly greater costs to achieve the expected synergies than we

anticipate or if activities related to the expected synergies have unintended consequences, our business, financial condition or results of operations could be adversely affected.

An inability to hire, timely train and retain talented individuals for our workforce could slow our growth and adversely impact our ability to operate

our business.

Our ability to meet our workforce needs, while controlling wage- and associate-related costs, is subject to numerous

external factors, including the availability of talented persons in the workforce in the local markets in which we operate, prevailing unemployment rates and competitive wage rates in such markets.

We may find that there is an insufficient number of

qualified individuals to fill our associate positions with the qualifications we seek.

Competition in these communities for qualified staff could require us to pay higher wages and provide greater benefits, especially if there is significant

improvement in regional or national economic conditions.

We must also train and, in some circumstances, certify these associates under our policies and practices and any applicable legal requirements.

Any inability to hire, timely train or retain

talented individuals may result in higher turnover and increased labor costs, and could compromise the quality of our service, all of which could adversely affect our business.

Our corporate culture has contributed to our success and, if we are unable to maintain it as we evolve, our business, operating results and financial

condition could be harmed.

We believe our corporate culture has been a significant factor in our success.

However, as our company

evolves, including through acquisitions and the impacts of the COVID-19 pandemic, such as working remotely and reductions in workforce, it may be difficult to maintain our culture, which could reduce our

ability to innovate and operate effectively.

The failure to maintain the key aspects of our culture as our organization evolves could result in decreased employee satisfaction, increased difficulty in attracting top talent, increased turnover and

compromised the quality of our client service, all of which are important to our success and to the effective execution of our business strategy.

If we are unable to maintain our corporate culture as we evolve and execute our growth strategies, our

business, operating results and financial condition could be harmed.

Acquiring new clients and retaining existing clients depends on our ability to

avoid or manage business conflicts among competing brands.

Our ability to acquire new clients and to retain existing clients,

whether by expansion of our own operations or through an acquired business may in some cases be limited by the other parties perceptions of, or policies concerning, perceived competitive conflicts arising from our other relationships.

our contracts expressly restrict our ability to represent competitors of the counterparty.

These perceived competitive conflicts may also become more challenging to avoid or manage as a result of continued consolidation in the consumer goods and

retail industries and our own acquisitions.

If we are unable to avoid or manage business conflicts among competing manufacturers and retailers, we may be unable to acquire new clients or be forced to terminate existing client relationships, and in

either case, our business and results of operations may be adversely affected.

Limitations, restrictions and business decisions involving our joint

ventures and minority investments may adversely affect our growth and results of operations.

We have made substantial investments

in joint ventures and minority investments and may use these and other similar methods to expand our service offerings and geographical coverage in the future.

arrangements typically involve other business services companies as partners that may be competitors of ours in certain markets.

Joint venture agreements may place limitations or restrictions on

our services.

As part of our joint venture with, and investments in Smollan, we are restricted under certain circumstances from making direct acquisitions and otherwise expanding our service offerings into markets outside of North America and

As a result of our acquisition of Daymon Worldwide Inc., or the Daymon Acquisition, pursuant to the terms of our arrangements with Smollan and our joint venture, Smollan and our joint venture may elect to purchase from us, and have

purchased, certain Daymon business units that operate outside of North America.

If Smollan or our joint venture do not elect to purchase those business units, we may, under certain circumstances, elect to retain, sell or discontinue those business

The limitations and restrictions tied to our joint venture and minority investments limit our potential business opportunities and reduce the economic opportunity for certain prospective international investments and operations.

Additionally,

though we control our joint ventures, we may rely upon our equity partners or local management for operational and compliance matters associated with our joint ventures or minority investments.

Moreover, our other equity partners and minority

investments may have business interests, strategies or goals that are inconsistent with ours.

Business decisions, including actions or omissions, of a joint venture or other equity partner or management for a business unit may adversely affect the

value of our investment, result in litigation or regulatory action against us or adversely affect our growth and results of operations.

international operations expose us to risks that could impede growth in the future, and our attempts to grow our business internationally may not be successful.

We continue to explore opportunities in major international markets.

International operations expose us to various additional risks that could

adversely affect our business, including:

costs of customizing services for clients outside of the United States;

the burdens of complying with a wide variety of foreign laws;

potential difficulty in enforcing contracts;

being subject to U.S.

laws and regulations governing international operations, including the U.S.

Foreign Corrupt

Practices Act and sanctions regimes;

being subject to foreign anti-bribery laws in the jurisdictions in which we operate, such as the UK Bribery Act;

reduced protection for intellectual property rights;

increased financial accounting and reporting complexity;

exposure to foreign currency exchange rate fluctuations;

exposure to local economic conditions;

limitations on the repatriation of funds or profits from foreign operations;

exposure to local political conditions, including adverse tax policies and civil unrest;

the risks of a natural disaster, public health crisis (including the occurrence of a contagious disease or

illness, such as the coronavirus), an outbreak of war, the escalation of hostilities and acts of terrorism in the jurisdictions in which we operate;

the disparate impact of the COVID-19 pandemic, including the measures

taken to mitigate its spread, across various jurisdictions.

Additionally, in many countries outside of the United

States, there has not been a historical practice of using third parties to provide sales and marketing services.

Accordingly, while it is part of our strategy to expand into international markets, it may be difficult for us to grow our international

business units on a timely basis, or at all.

The economic effects of the United Kingdoms withdrawal from the European Union, or

Brexit, may affect relationships with existing and future customers and could have an adverse impact on our business and operating results.

Effective December 31, 2020, the United Kingdom officially withdrew its membership from the European Union (Brexit).

consequences of Brexit and the terms of the future trade agreements and other relationships with the European Union continue to be highly uncertain.

Brexit could potentially disrupt the free movement of goods, services and people between the United

Kingdom and the European Union, undermine bilateral cooperation in key geographic areas and significantly disrupt trade between the United Kingdom and the European Union or other nations as the United Kingdom pursues independent trade relations.

Because this is an unprecedented event, it remains unclear what long-term economic, financial, trade and legal implications Brexit will have and how it will affect the regulation applicable to our business globally and in the region.

The impact on

us will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations.

Any of these developments, along with any political, economic and regulatory changes that may occur, could cause political and economic uncertainty in

Europe and internationally and could adversely affect our sales in Europe.

Brexits impact on us will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations.

Furthermore, declines of local currencies of our

international customers relative to the U.S.

dollar as a result of Brexit, the COVID-19 pandemic or otherwise may impair the purchasing power of our international customers and could cause international buyers

to decrease their participation in our marketplaces, and our reported international sales and earnings could be reduced.

Finally, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom

determines which European Union laws to replace or replicate, and those laws and regulations may be cumbersome, difficult or costly in terms of compliance.

In addition, Brexit may lead other European Union member countries to consider referendums

regarding their European Union membership.

Any of these effects of Brexit, among others, could adversely affect our business, financial condition, operating results and cash flows.

We may be subject to unionization, work stoppages, slowdowns or increased labor costs.

Currently, none of our associates in the United States are represented by a union.

However, our associates have the right under the National

Labor Relations Act to choose union representation.

If all or a significant number of our associates become unionized and the terms of any collective bargaining agreement were significantly different from our current compensation arrangements, it

could increase our costs and adversely impact our profitability.

Moreover, if a significant number of our associates participate in labor unions, it could put us at increased risk of labor strikes and disruption of our operations or adversely affect

our growth and results of operations.

In December 2019, a union which commonly represents employees in the supermarket industry filed a petition with the National Labor Relations Board to represent approximately 120 of our employees who work in and

around Boston.

An election was held, and based on certified results of the election we prevailed in this election.

Notwithstanding this successful election, we could face future union organization efforts or elections, which could lead to additional

costs, distract management or otherwise harm our business.

If goodwill or other intangible assets in connection with our acquisitions become

impaired, we could take significant non-cash charges against earnings.

acquisitions to complement and expand the services we offer and intend to continue to do so when attractive acquisition opportunities exist in the market.

As a result of prior acquisitions, including the acquisition of our business in 2014 by our

current parent entity, Karman Topco L.P.

(Topco), and the Daymon Acquisition, we have goodwill and intangible assets recorded on our balance sheet of $2.2 billion and $2.5 billion, respectively, as of December 31, 2020, as

further described in Note 3 to our consolidated financial statements for the year ended December 31, 2020.

Under accounting guidelines, we must assess, at least annually, whether the value of

goodwill and other intangible assets has been impaired.

For example, during the year ended December 31, 2018 and in connection with our annual impairment assessment of goodwill and intangible assets, we recognized

non-cash goodwill and non-cash intangible asset impairment charges of $652.0 million and $580.0 million, respectively, in our sales reporting unit due to our

revised future year earnings expectations, primarily related to a reduction in revenues in several of our in-store reset and merchandising programs in 2018.

We can make no assurances that we will not record any additional impairment charges in the future.

Any future reduction or impairment of the

value of goodwill or other intangible assets will similarly result in charges against earnings, which could adversely affect our reported financial results in future periods.

Failures in, or incidents involving, our technology infrastructure could damage our business, reputation and brand and substantially harm our business

and results of operations.

Our business is highly dependent on our ability to manage operations and process a large number of

transactions on a daily basis.

We rely heavily on our operating, payroll, financial, accounting and other data processing systems which require substantial support, maintenance and cost to maintain, and may be subject to disabilities, errors, or

If our data and network infrastructure were to fail, or if we were to suffer a data security breach, or an interruption or degradation of services in our data center, third-party cloud, and other infrastructure environments, we could

lose important data, which could harm our business and reputation, and cause us to incur significant liabilities.

Our facilities, as well as the facilities of third-parties that provide or maintain, or have access to our data or network

infrastructure, are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures and similar events.

In the event that our or any third-party

providers systems or service abilities are hindered by any of the events discussed above, our ability to operate may be impaired.

A third partys decision to close facilities or terminate services without adequate notice, or other

unanticipated problems, could adversely impact our operations.

Any of the aforementioned risks may be augmented if our or any third-party providers business continuity and disaster recovery plans prove to be inadequate in preventing the loss

of data, service interruptions, disruptions to our operations or damages to important systems or facilities.

Our data center, third-party cloud, and managed service provider infrastructure also could be subject to

break-ins, cyber-attacks, sabotage, intentional acts of vandalism and other misconduct, from a spectrum of actors ranging in sophistication from threats common to most industries to more advanced and

persistent, highly organized adversaries.

Any security breach, including personal data breaches, or incident, including cybersecurity incidents, that we experience could result in unauthorized access to, or misuse, modification, destruction or

unauthorized acquisition of, our internal sensitive corporate data, such as personal data, financial data, trade secrets, intellectual property, or other competitively sensitive or confidential data.

Such unauthorized access, misuse, acquisition, or

modification of sensitive data may result in data loss, corruption or alteration, interruptions in our operations or damage to our computer hardware or systems or those of our employees, or customers.

Our systems have been the target of

cyber-attacks.

Although we have taken and continue to take steps to enhance our cybersecurity posture, we cannot assure that future cyber incidents will not occur or that our systems will not be targeted or breached in the future.

incident results in litigation, we may be required to make significant expenditures in the course of such litigation and may be required to pay significant amounts in damages.

Moreover, negative publicity arising from these types of disruptions

could damage our reputation.

We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service.

Significant unavailability of our services due to

attacks could cause us to incur significant liability, could cause users to cease using our services and materially and adversely affect our business, prospects, financial condition and results of operations.

We use complex software in our technology infrastructure, which we seek to continually update and improve.

Replacing such systems is often

time-consuming and expensive and can also be intrusive to daily business operations.

Further, we may not always be successful in executing these upgrades and improvements, which may result in a failure of our systems.

We may experience periodic

system interruptions from time to time.

Any slowdown or failure of our underlying technology infrastructure could harm our business and reputation, which could materially adversely affect our results of operations.

recovery plan or those of our third-party providers may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of

current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.

A variety of federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of personal

The information, security and privacy requirements imposed by such governmental laws and regulations relating to privacy, data protection and consumer protection are increasingly demanding, quickly evolving and may be subject to

differing interpretations.

These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices.

As a result, our practices may

not have complied or may not comply in the future with all such laws, regulations, requirements and obligations.

We are subject to the

California Consumer Protection Act of 2018 (CCPA), which became effective in 2020 and regulates the collection, use and processing of personal information relating to California residents, and which grants certain privacy rights to

California residents, including rights to request access to and to request deletion of personal information relating to such individuals, under certain circumstances.

Compliance with the new obligations imposed by the CCPA depends in part on how its

requirements are interpreted and applied by the California attorney general and courts.

Alleged violations of the CCPA may result in substantial civil penalties or statutory damages when applied at scale, up to $2,500 per violation or $7,500 per

intentional violation of any CCPA requirement, which may be applied on a per-person or per-record basis.

The CCPA also establishes a private right of action if certain

personal information of individuals is subject to an unauthorized access and exfiltration, theft, or disclosure as a result of a businesss violation of the duty to implement and maintain reasonable security procedures and practices, which

authorizes statutory damages $100 to $750 per person per incident even if there is no actual harm or damage to plaintiffs.

This private right of action may increase the likelihood of, and risks associated with, data breach litigation.

November 2020, the State of California adopted the California Privacy Rights Act of 2020 which goes into effect January 1, 2023 and provides for expansion and amendment to the CCPA, including additional and strengthened privacy rights for

California residents, new requirements regarding sensitive data and data sharing for digital advertising, and tripled damages for violations involving childrens data.

The CPRA establishes a dedicated privacy regulator under California law,

with rulemaking and enforcement responsibilities.

We are also subject to international privacy rules, many of which, such as the General

Data Privacy Regulation (GDPR), and national laws implementing or supplementing the GDPR, such as the United Kingdom Data Protection Law 2018 (which retains key features of GDPR post-Brexit), are significantly more stringent than those

currently enforced in the United States.

The GDPR requires companies to meet requirements regarding the handling of personal data of individuals located in the European Economic Area (the EEA).

The GDPR imposes mandatory data breach

notification requirements subject to a 72-hour notification deadline.

The GDPR also includes significant penalties for noncompliance, which may result in monetary penalties of up to the higher of

20.0 million or 4% of a groups worldwide turnover for the preceding financial year for the most serious violations.

The GDPR and other similar regulations require companies to give specific types of notice and informed consent is

required for the placement of a cookie or similar technologies on a users device for online tracking for behavioral advertising and other purposes and for direct electronic marketing, and the GDPR also imposes additional conditions in order to

satisfy such consent, such as a prohibition on pre-checked tick boxes and bundled consents.

In addition, under GDPR, transfers of personal data are prohibited to countries outside of

the EEA that have not been determined by the European Commission to provide adequate protections for personal data, including the United States.

Switzerland has similar restrictions.

There are mechanisms to permit the transfer of personal data from

the EEA and Switzerland to the United States, but there is also uncertainty as to the future of such mechanisms, which have been under consistent scrutiny and challenge.

In July 2020, decision of the Court of Justice of the European Union

invalidated the EU-U.S.

Privacy Shield Framework, a means that previously permitted transfers of personal data from the EEA to companies in the United States that certified adherence to the Privacy Shield

It is currently unclear what, if any, arrangement may replace the Privacy Shield Framework.

Standard contractual clauses approved by the European Commission to permit transfers from the EU to third countries currently remain as a basis on

which to transfer personal data from the EEA to other countries.

However, the standard contractual clauses are also subject to legal challenge, and in November 2020, the European Commission published a draft of updated standard contractual clauses.

We presently rely on standard contractual clauses to transfer personal data from EEA member countries, and we may be impacted by changes in law as a result of future review or invalidation of, or changes to, this mechanism by European courts or

While we will continue to undertake efforts to conform to current regulatory obligations and evolving best practices, we may be unsuccessful in conforming to permitted means of transferring personal data from the European Economic

We may also experience hesitancy, reluctance, or refusal by European or multi-national customers to continue to use some of our services due to the potential risk exposure of personal data transfers and the current data protection obligations

imposed on them by certain data protection authorities.

Such customers may also view any alternative approaches to the transfer of any personal data as being too costly, too burdensome, or otherwise objectionable, and therefore may decide not to do

business with us if the transfer of personal data is a necessary requirement.

Although we take reasonable efforts to comply with all

applicable laws and regulations and have invested and continue to invest human and technology resources into data privacy compliance efforts, there can be no assurance that we will not be subject to regulatory action, including fines, in the event

of an incident or other claim.

Data protection laws and requirements may also be enacted, interpreted or applied in a manner that creates inconsistent or contradictory requirements on companies that operate across jurisdictions.

third-party service providers could be adversely affected if legislation or regulations are expanded to require changes in our or our third-party service providers business practices or if governing jurisdictions interpret or implement their

legislation or regulations in ways that negatively affect our or our third-party service providers business, results of operations or financial condition.

For example, we may find it necessary to establish alternative systems to maintain

personal data in the EEA, which may involve substantial expense and may cause us to divert resources from other aspects of our business, all of which may adversely affect our results from operations.

Further, any inability to adequately address

privacy concerns in connection with our solutions, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, and adversely affect our ability to offer our solutions.

GDPR, CCPA, CPRA and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require

significant management time and attention and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

Our systems may not be able to satisfy these changing

requirements and manufacturer, retailer and associate expectations, or may require significant additional investments or time in order to do so.

We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information

security in many jurisdictions, including the European e-Privacy Regulation, which is currently in draft form, as well as proposed privacy legislation at the U.S.

federal and state levels.

In addition, new

data processes and datasets associated with emerging technologies are coming under increased regulatory scrutiny, such as biometrics and automated decision-making.

We cannot yet determine the impact such future laws, regulations and standards may

have on our business.

Complying with these evolving obligations is challenging, time consuming and expensive, and federal regulators, state attorneys general and plaintiffs attorneys have been and will likely continue to be active in this

For instance, expanding

definitions and interpretations of what constitutes personal data (or the equivalent) within the United States, the EEA and elsewhere may increase our compliance costs and legal

As another example, various state privacy proposals have included a private right of action for basic privacy violations which, if passed, would dramatically increase both the legal costs of defending frivolous lawsuits and the penalties

and costs associated with alleged violations.

A significant data breach or any failure, or perceived failure, by us to comply with any

federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation,

brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities or others or other penalties or liabilities or require us to change our operations and/or cease using certain data sets.

Moreover, the proliferation of supply chain-based cyberattacks and vendor security incidents increases these potential legal risks and costs even where the attack did not target us, occur on our systems, result from any action or inaction by us.

Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, regulators, business partners or payment companies about the incident and may need to provide some form of remedy, such as refunds

or identity theft monitoring services, for the individuals affected by the incident.

The Take 5 Matter may lead to additional harms, risks and

uncertainties for us, including litigation and governmental investigations, a reduction in revenue, a potential deterioration in our relationships or reputation and a loss in investor confidence.

As further described elsewhere in this Annual Report, we restated our previously issued audited consolidated financial statements for the year

ended December 31, 2018 based on our determination that revenue during those periods attributable to the Take 5 business had been recognized for services for which performance obligations were not performed on behalf of clients of Take 5 and

that inaccurate reports were made to Take 5 clients about those services.

See Managements Discussion and Analysis of Financial Condition and Results of Operations Take 5 Matter and Business Legal

Proceedings .

As a result of these matters, we may be subject to a number of additional harms, risks and uncertainties,

including substantial costs for accounting and legal fees in connection with or related to the restatement, potential lawsuits by clients or other interested parties who claim to have been harmed by the misconduct at Take 5, other costs and fees

related to the Take 5 Matter (in excess of the amounts already being offered as refunds), potential governmental investigations arising from the Take 5 Matter, a reduction in our current and anticipated revenue and a potential deterioration in our

associate and client relationships or our reputation.

In addition, if we do not prevail in any litigation or governmental investigation related to these matters, we could be subject to costs related to such litigation or governmental investigation,

including equitable relief, civil monetary damages, treble damages, repayment or criminal penalties, which may not be covered by insurance or may materially increase our insurance costs.

We have incurred and will continue to incur additional

substantial defense and investigation costs regardless of the outcome of any such litigation or governmental investigation.

In addition, there can be no assurance to what degree, if any, we will be able to recover any such costs or damages from the

former owners of Take 5 or whether such former owners of Take 5 engaged in further unknown improper activities that may subject us to further costs or damages, including potential reputational harm.

Likewise, such events have caused and may cause

further diversion of our managements time and attention.

Any adverse outcome related to these matters cannot be predicted at this time, and may materially harm our business, reputation, financial condition and/or results of operations, or the

trading price of our securities.

Our business is seasonal in nature and quarterly operating results can fluctuate.

Our services are seasonal in nature, with the fourth fiscal quarter typically generating a higher proportion of our revenues than other fiscal

Adverse events, such as deteriorating economic conditions, higher unemployment, higher gas prices, public transportation disruptions, public health crises (including the

COVID-19 pandemic) or unanticipated adverse weather, could result in lower-than-planned sales during key revenue-producing seasons.

For example, frequent

or unusually heavy snowfall, ice storms, rainstorms, windstorms or other extreme weather conditions over a prolonged period could make it difficult for consumers to travel to retail stores or foodservice locations.

Such events could lead to lower

revenues, negatively impacting our financial condition and results of operations.

Our business is competitive, and increased competition could

adversely affect our business and results of operations.

The sales, marketing and merchandising services industry is competitive.

We face competition from a few other large, national or super-regional agencies as well as many niche and regional agencies.

Remaining competitive in this industry requires that we closely monitor and respond to trends in all industry sectors.

cannot assure you that we will be able to anticipate and respond successfully to such trends in a timely manner.

Moreover, some of our competitors may choose to sell services competitive to ours at lower prices by accepting lower margins and

profitability or may be able to sell services competitive to ours at lower prices due to proprietary ownership of data or technical superiority, which could negatively impact the rates that we can charge.

If we are unable to compete successfully, it

could have a material adverse effect on our business, financial condition and our results of operations.

If certain competitors were to combine into integrated sales, marketing and merchandising services companies, additional sales, marketing and

merchandising service companies were to enter the market or existing participants in this industry were to become more competitive, including through technological innovation such as social media and crowdsourcing, it could have a material adverse

effect on our business, financial condition or results of operations.

Damage to our reputation could negatively impact our business, financial

condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in

existing markets and will be critical to our success as we enter new markets.

We believe that we have built our reputation on the high quality of our sales and marketing services, our commitment to our clients and our performance-based culture, and

we must protect and grow the value of our brand in order for us to continue to be successful.

Any incident that erodes client loyalty to our brand could significantly reduce its value and damage our business.

Also, there has been a marked increase

in the use of social media platforms and similar devices, including blogs, social media websites, Twitter and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested

Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted.

Information concerning us may be posted on such platforms at any time.

Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business.

The harm may be immediate without affording us an opportunity for redress or correction.

We rely on third parties to provide certain data and services in connection with the provision of our services.

We rely on third parties to provide certain data and services for use in connection with the provision of our services.

For example, we

contract with third parties to obtain the raw data on retail product sales and inventories.

These suppliers of data may impose restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us

for this data or refuse altogether to license the data to us.

If we are unable to use such third-party data and services or if we are unable to contract with third parties, when necessary, our business, financial condition or our results of

operations could be adversely affected.

In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected.

We may not be able to adequately protect our intellectual property, which, in turn, could harm the

value of our brands and adversely affect our business.

Our ability to implement our business plan successfully depends in part on

our ability to further build brand recognition using our trade names, service marks, trademarks, proprietary products and other intellectual property, including our name and logos.

We rely on U.S.

and foreign trademark, copyright and trade secret

laws, as well as license agreements, nondisclosure agreements and confidentiality and other contractual provisions to protect our intellectual property.

Nevertheless, our competitors may develop similar business solutions and concepts, and adequate

remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and other intellectual property.

success of our business depends on our continued ability to use our existing trademarks and service marks to increase brand awareness and further develop our brand in both domestic and international markets.

We have registered and applied to

However, the steps we have taken to protect our intellectual property in the United States and in foreign countries may not be adequate, and third

parties may misappropriate, dilute, infringe upon or otherwise harm the value of our intellectual property.

In addition, the laws of some foreign countries do not protect intellectual property to the same extent as the laws of the United States.

Third parties may also assert that we infringe, misappropriate or otherwise violate their intellectual property, particularly with

respect to our digital solutions, and may sue us for intellectual property infringement.

Even if we are successful in these proceedings, we may incur substantial costs, and the time and attention of our management and other personnel may be diverted

in pursuing these proceedings.

If a court finds that we infringe a third partys intellectual property, we may be required to pay damages or be subject to an injunction.

With respect to any third-party intellectual property that we use or wish

to use in our business (whether or not asserted against us in litigation), we may not be able to enter into licensing or other arrangements with the owner of such intellectual property at a reasonable cost or on reasonable terms.

Consumer goods manufacturers and retailers, including some of our clients, are subject to extensive governmental regulation and we and they may be

subject to enforcement in the event of noncompliance with applicable requirements.

Consumer goods manufacturers and retailers,

including some of our clients, are subject to a broad range of federal, state, local and international laws and regulations governing, among other things, the research, development, manufacture, distribution, marketing and post-market reporting of

consumer products.

These include laws administered by the U.S.

Food and Drug Administration (the FDA), the U.S.

Drug Enforcement Administration, the U.S.

Federal Trade Commission, the U.S.

Department of Agriculture and other federal,

state, local and international regulatory authorities.

For example, certain of our clients market and sell products containing cannabidiol (CBD).

CBD products are subject to a number of federal, state, local and international laws and

regulations restricting their use in certain categories of products and in certain jurisdictions.

In particular, the FDA currently prohibits marketing of food, beverages or dietary supplements that contain CBD.

These laws are broad in scope and

subject to evolving interpretations, which could require us to incur costs associated with new or modified compliance requirements or require us or our clients to alter or limit our activities, including marketing and promotion, of such products, or

to remove them from the market altogether.

If a regulatory authority determines that we or our current or future clients have not

complied with the applicable regulatory requirements, our business may be materially impacted and we or our clients could be subject to enforcement actions or loss of business.

We cannot predict the nature of any future laws, regulations,

interpretations or applications of the laws, nor can we determine what effect additional laws, regulations or administrative policies and procedures, if and when enacted, promulgated and implemented, could have on our business.

We may be subject to claims for products for which we are the vendor of record or may otherwise be in

the chain of title.

For certain of our clients products, we become the vendor of record to the retailer or otherwise may be

in the chain of title.

For these products, we could be subject to potential claims for misbranded, adulterated, contaminated, damaged or spoiled products, or could be subject to liability in connection with claims related to infringement of

intellectual property, product liability, product recalls or other liabilities arising in connection with the sale or marketing of these products.

As a result, we could be subject to claims or lawsuits (including potential class action lawsuits),

and we could incur liabilities that are not insured or exceed our insurance coverage or for which the manufacturer of the product does not indemnify us.

Even if product claims against us are not successful or fully pursued, these claims could be

costly and time consuming and may require our management to spend time defending the claims rather than operating our business.

that has been actually or allegedly misbranded, adulterated or damaged or is actually or allegedly defective could result in product withdrawals or recalls, destruction of product inventory, negative publicity and substantial costs of compliance or

Any of these events, including a significant product liability judgment against us, could result in monetary damages and/or a loss of demand for our products, both of which could have an adverse effect on our business or results of

We generate revenues and incur expenses throughout the world that are subject to exchange rate fluctuations, and our results of

operations may suffer due to currency translations.

operations earn revenues and incur expenses primarily in U.S.

dollars, while our international operations earn revenues and incur expenses primarily in Canadian dollars, British pounds or euros.

Because of currency exchange rate fluctuations, including possible devaluations, we are subject to currency

translation exposure on the results of our operations, in addition to economic exposure.

There has been, and may continue to be, volatility in currency exchange rates as a result of the United Kingdoms withdrawal from the European Union,

especially between the U.S.

dollar and the British pound.

These risks could adversely impact our business or results of operations.

We are subject

to risks related to recent proposals for reform regarding LIBOR.

Certain of our financial arrangements, including the New Senior

Secured Credit Facilities are made at, or will be made at, variable rates that use the London Interbank Offered Rate, or LIBOR (or metrics derived from or related to LIBOR), as a benchmark for establishing the interest rate.

LIBOR is the subject of

recent proposals for reform.

On July 27, 2017, the United Kingdoms Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021.

These reforms may cause LIBOR to cease to

exist, new methods of calculating LIBOR to be established or the establishment of an alternative reference rate(s).

These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked

securities, loans and other financial obligations or extensions of credit held by or due to us.

Changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could

reduce our earnings and cash flows.

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may

result in volatility of our operating results.

We are subject to taxes by the U.S.

federal, state, local and foreign tax

authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions.

We record tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax

jurisdictions, and valuation allowances related to certain net deferred tax assets.

At any one time, many tax years may be subject to audit by various taxing jurisdictions.

The results of these audits and negotiations with taxing authorities may

affect the ultimate settlement of these matters.

We expect that throughout the year there could be ongoing

variability in our quarterly tax rates as events occur and exposures are evaluated.

Our future effective tax rates could be subject to volatility or adversely affected by a number of factors,

changes in the valuation of our deferred tax assets and liabilities;

expected timing and amount of the release of any tax valuation allowance;

tax effects of equity-based compensation;

changes in tax laws, regulations or interpretations thereof;

future earnings being lower than anticipated in jurisdictions where we have lower statutory tax rates and higher

than anticipated earnings in jurisdictions where we have higher statutory tax rates.

In addition, our effective tax

rate in a given financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations

in the valuation allowance, deductibility of certain items or changes to existing accounting rules or regulations.

Further, tax legislation may be enacted in the future which could negatively impact our current or future tax structure and effective

We may be subject to audits of our income, sales and other transaction taxes by U.S.

federal, state, local and foreign taxing authorities.

Outcomes from these audits could have an adverse effect on our operating results and financial

Risks Related to Ownership of Our Common Stock

We are controlled by Topco, the Advantage Sponsors, and the CP Sponsor, whose economic and other interests in our business may be different from yours.

Our authorized capital stock consists of 3,290,000,000 shares of common stock and 10,000,000 shares of preferred stock, and as of

March 16, 2021, the Advantage Sponsors (as defined herein), Topco and Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC, which was Conyers Parks sponsor prior to the Merger (the CP Sponsor)

collectively own 254,310,000 shares, or 79.86% (including 65.56% held by Topco), of our outstanding common stock.

Subject to applicable law, the Advantage Sponsors, through their direct ownership of our common stock and their ownership of equity

interests of Topco, and the CP Sponsor are able to exert significant influence in the election of our directors and control actions to be taken by our stockholders, including amendments to our second amended and restated certificate of incorporation

and approval of mergers, sales of substantially all of our assets, and other significant corporate transactions.

It is possible that the interests of Topco, the Advantage Sponsors and the CP Sponsor may in some circumstances conflict with our

interests and the interests of our other stockholders, including you.

We are a controlled company within the meaning of the Nasdaq Stock Market LLC

listing requirements and as a result, may rely on exemptions from certain corporate governance requirements.

To the extent we rely on such exemptions, you will not have the same protections afforded to stockholders of companies that are subject to

such corporate governance requirements.

Because of the voting power over our company held by Topco, the Advantage Sponsors, and

the CP Sponsor and the voting arrangement between such parties, we are considered a controlled company for the purposes of the Nasdaq Stock Market LLC (NASDAQ) listing requirements.

As such, we are exempt from the corporate governance

requirements that our board of directors, compensation committee, and nominating and corporate governance committee meet the standard of independence established by those corporate governance requirements.

The independence standards are intended to

ensure that directors who meet the independence standards are free of any conflicting interest that could influence their actions as directors.

We do not currently utilize the exemptions afforded to a controlled company, though we are entitled to do so.

To the extent we utilize these

exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

The anti-takeover provisions of our certificate of incorporation and bylaws could prevent or delay a

change in control of us, even if such change in control would be beneficial to our stockholders.

Provisions of our certificate of

incorporation and bylaws, as well as provisions of Delaware law, could discourage, delay, or prevent a merger, acquisition, or other change in control of us, even if such change in control would be beneficial to our stockholders.

These include:

authorizing the issuance of blank check preferred stock that could be issued by our board of

directors to increase the number of outstanding shares and thwart a takeover attempt;

provision for a classified board of directors so that not all members of our board of directors are elected at

not permitting the use of cumulative voting for the election of directors;

permitting the removal of directors only for cause;

limiting the ability of stockholders to call special meetings;

requiring all stockholder actions to be taken at a meeting of our stockholders;

requiring approval of the holders of at least two-thirds of the shares

entitled to vote at an election of directors to adopt, amend, or repeal the proposed bylaws or repeal the provisions of the second amended and restated certificate of incorporation regarding the election and removal of directors;

establishing advance notice requirements for nominations for election to the board of directors or for proposing

matters that can be acted upon by stockholders at stockholder meetings.

In addition, although we have opted out of

Section 203 of the Delaware General Corporation Law (DGCL), our certificate of incorporation contain similar provisions providing that we may not engage in certain business combinations with any interested

stockholder for a three-year period following the time that the stockholder became an interested stockholder, subject to certain exceptions.

Generally, a business combination includes a merger, asset, or stock sale or other

transaction resulting in a financial benefit to the interested stockholder.

Subject to certain exceptions, an interested

stockholder is a person who, together with that persons affiliates and associates, owns, or within the previous three years owned, 15% or more of our outstanding voting stock.

Under certain circumstances, this provision will make it more difficult for a person who would be an interested stockholder to

effect various business combinations with us for a three-year period.

These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may

otherwise deem to be in their best interests.

Moreover, our certificate of incorporation provides that Topco and its affiliates do not

constitute interested stockholders for purposes of this provision, and thus any business combination transaction between us and Topco and its affiliates would not be subject to the protections otherwise provided by this provision.

and its affiliates are not prohibited from selling a controlling interest in us to a third party and may do so without your approval and without providing for a purchase of your shares of common stock, subject to the

lock-up restrictions applicable to Topco.

Accordingly, your shares of common stock may be worth less than they would be if Topco and its affiliates did not maintain voting control over us.

For additional information about our relationship with Topco and its affiliates, please see Certain Relationships and Related

Transactions, and Director Independence elsewhere in this Annual Report.

The provisions of our certificate of incorporation and bylaws requiring exclusive venue in the Court

of Chancery in the State of Delaware or the federal district courts of the United States of America for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our certificate of incorporation and bylaws require, to the fullest extent permitted by law, that (i) any derivative action or proceeding

brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to

any provision of the DGCL or our certificate of incorporation or bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware

(or the federal district court for the District of Delaware or other state courts of the State of Delaware if the Court of Chancery in the State of Delaware does not have jurisdiction).

Our certificate of incorporation and bylaws also require that

the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act;

however, there is uncertainty as to whether a court would

enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder.

Although we believe these provisions benefit us by providing increased consistency in the application of applicable

law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers.

These provisions do not apply to any suits brought to enforce any liability or duty created by the

Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Because we have no current plans to

pay cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our Class A common stock.

The declaration, amount and payment of any future dividends on

our Class A common stock will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, capital requirements, and other factors that our board of directors deems relevant.

The payment of

cash dividends is also restricted under the terms of the agreements governing our debt and our ability to pay dividend may also be restricted by the terms of any future credit agreement or any securities we or our subsidiaries may issue.

The trading price of our Class A common stock may be volatile or may decline regardless of our operating performance.

The market prices for our Class A common stock are likely to be volatile and may fluctuate significantly in response to a number of

factors, most of which we cannot control, including:

quarterly variations in our operating results compared to market expectations;

changes in preferences of our clients;

announcements of new products or services or significant price reductions;

the size of our public float;

fluctuations in stock market prices and volumes;

defaults on our indebtedness;

changes in senior management or key personnel;

the granting, vesting, or exercise of employee stock options, restricted stock, or other equity rights;

the payment of any dividends thereon in shares of our common stock;

changes in financial estimates or recommendations by securities analysts;

negative earnings or other announcements by us;

downgrades in our credit ratings;

material litigation or governmental investigations;

issuances of capital stock;

global economic, legal, and regulatory factors unrelated to our performance, including the COVID-19 pandemic;

the realization of any risks described in this Annual Report under Risk Factors .

In addition, in the past, stockholders have instituted securities class action litigation against companies following

periods of market volatility.

If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Risks Related to Indebtedness

We need to continue

to generate significant operating cash flow in order to fund acquisitions and to service our debt.

Our business currently

generates operating cash flow, which we use to fund acquisitions to grow our business and to service our substantial indebtedness.

If, because of loss of revenue, pressure on pricing from customers, increases in our costs (including increases in

costs related to servicing our indebtedness or labor costs), general economic, financial, competitive, legislative, regulatory conditions or other factors, including any acceleration of the foregoing as a result of the

COVID-19 pandemic, many of which are outside of our control our business generates less operating cash flow, we may not have sufficient funds to grow our business or to service our indebtedness.

If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal,

premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the agreements governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness.

the event of such default, the lenders under our credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or

If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our credit agreements to avoid being in default.

If we or any of our subsidiaries breach the covenants under our credit

agreements and seek a waiver, we may not be able to obtain a waiver from the required lenders.

If this occurs, we would be in default under our credit agreements, the lenders could exercise their rights as described above, and we could be forced

into bankruptcy or liquidation.

Our substantial indebtedness could adversely affect our financial health, restrict our activities, and affect our

ability to meet our obligations.

We have a significant amount of indebtedness.

As of December 31, 2020, we had total

indebtedness of $2.2 billion, excluding debt issuance costs, with an additional $60.7 million of letters of credit outstanding under our New Revolving Credit Facility.

The terms of our New Senior Secured Credit Facilities and our Notes

contain customary covenants that restrict us from taking certain actions, such as incurring additional debt, permitting liens on pledged assets, making investments, making distributions to equity holders, prepaying junior debt, engaging in mergers

or restructurings, and selling assets, among other things, which may restrict our ability to successfully execute on our business plan.

For a more complete description of the covenants and material terms of the New Senior Secured Credit Facilities

and our Notes, please see Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources in this Annual Report.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur additional

indebtedness, which could increase the risks associated with our indebtedness.

We and our subsidiaries may be able to incur

additional indebtedness in the future because the terms of our indebtedness do not fully prohibit us or our subsidiaries from doing so.

Subject to covenant compliance and certain conditions, as of December 31, 2020, the New Revolving Credit

Facility would have permitted additional borrowings of up to $289.3 million, which also would have been permitted pursuant to the Notes.

In addition, we and our subsidiaries have, and will have, the ability to incur additional indebtedness as

incremental facilities under our New Senior Secured Credit Facilities and we or our subsidiaries may issue additional notes in the future.

If additional debt is added to our current debt levels and our subsidiaries current debt levels, the

related risks that we and they now face could increase.

Failure to maintain our credit ratings could adversely affect our liquidity, capital

position, ability to hedge certain financial risks, borrowing costs, and access to capital markets.

Our credit risk is evaluated

by the major independent rating agencies, and such agencies have in the past downgraded, and could in the future downgrade, our ratings.

Our credit rating may impact the interest rates on any future indebtedness as well as the applicability of

certain covenants in the agreements governing our indebtedness.

We cannot assure you that we will be able to maintain our current credit ratings, and any additional, actual or anticipated changes or downgrades in our credit ratings, including any

announcement that our ratings are under further review for a downgrade, may have a negative impact on our liquidity, capital position, ability to hedge certain financial risks, and access to capital markets.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our New Revolving Credit Facility and New Term Loan Facility are at variable rates of interest and expose us to interest rate

If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our

indebtedness, will correspondingly decrease.

On a pro forma basis, assuming no other prepayments of the New Term Loan Facility and that our New Revolving Credit Facility is fully drawn (and to the extent that LIBOR is in excess of the 0.50% and

0.75% floors applicable to our New Revolving Credit Facility and New Term Loan Facility, respectively), each one-eighth percentage point change in interest rates would result in an approximately

$1.3 million change in annual interest expense on the indebtedness under our New Senior Secured Credit Facilities.

In the future, we may enter into interest rate swaps that involve the exchange of floating- for fixed-rate interest payments in

order to reduce interest rate volatility or risk.

However, we may not maintain interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully or effectively mitigate our interest rate risk.

General Risk Factors

Our business and financial

results may be affected by various litigation and regulatory proceedings.

We are subject to litigation and regulatory proceedings

in the normal course of business and could become subject to additional claims in the future.

These proceedings have included, and in the future may include, matters involving personnel and employment issues, workers compensation, personal and

property injury, disputes relating to acquisitions (including contingent consideration), governmental investigations and other proceedings.

Some historical and current legal proceedings and future legal proceedings may purport to be brought as class

actions or representative basis on behalf of similarly situated parties including with respect to employment-related matters.

We cannot be certain of the ultimate outcomes of any such claims, and resolution of these types of matters against us may

result in significant fines, judgments or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely affect our business or financial results.

See Legal Proceedings .

We are subject to many federal, state, local and international laws with which compliance is both

costly and complex.

Our business is subject to various, and sometimes complex, laws and regulations, including those that have

been or may be implemented in response to the COVID-19 pandemic.

In order to conduct our operations in compliance with these laws and regulations, we must obtain and maintain numerous permits, approvals and

certificates from various federal, state, local and international governmental authorities.

We may incur substantial costs in order to maintain compliance with these existing laws and regulations.

In addition, our costs of compliance may increase if

existing laws and regulations are revised or reinterpreted or if new laws and regulations become applicable to our operations.

These costs could have an adverse impact on our business or results of operations.

Moreover, our failure to comply with

these laws and regulations, as interpreted and enforced, could lead to fines, penalties or management distraction or otherwise harm our business.

Our insurance may not provide adequate levels of coverage against claims.

We believe that we maintain insurance customary for businesses of our size and type.

However, there are types of losses we may incur that

cannot be insured against or that we believe are not economically reasonable to insure.

Further, insurance may not continue to be available to us on acceptable terms, if at all, and, if available, coverage may not be adequate.

If we are unable to

obtain insurance at an acceptable cost or on acceptable terms, we could be exposed to significant losses.

We have incurred and will continue to

incur increased costs as a public company.

As a public company, we have incurred and will continue to incur significant legal,

accounting, insurance, and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements.

We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and

related rules implemented by the SEC.

The expenses incurred by public companies for reporting and corporate governance purposes generally have been increasing.

We expect these rules and regulations to increase our legal and financial compliance

costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.

In estimating these costs, we took into account expenses related to insurance, legal,

accounting, and compliance activities, as well as other expenses not currently incurred.

These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability

insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain

qualified persons to serve on our board of directors, on our board committees, or as our executive officers.

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common

stock, fines, sanctions, and other regulatory action and potentially civil litigation.

Our management has limited experience in operating a public

Our executive officers have limited experience in the management of a publicly traded company.

Our management team may

not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.

Their limited experience in dealing with the increasingly

complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth

of the Company.

We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United

The development and implementation of the standards and controls necessary for the Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected.

It is possible

that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

An active, liquid trading market for our Class A common stock may not be available.

We cannot predict the extent to which investor interest in our company will lead to availability of a trading market on NASDAQ or otherwise in

the future or how active and liquid that market may be for our Class A common stock.

If an active and liquid trading market is not available, you may have difficulty selling any of our Class A common stock.

Among other things, in the

absence of a liquid public trading market:

you may not be able to liquidate your investment in shares of Class A common stock;

you may not be able to resell your shares of Class A common stock at or above the price attributed to them

in the Transactions;

the market price of shares of Class A common stock may experience significant price volatility;

there may be less efficiency in carrying out your purchase and sale orders.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our common stock, the price of

our Class A common stock could decline.

The trading market for our Class A common stock will rely in part on the

research and reports that industry or financial analysts publish about us or our business.

If few analysts commence coverage of us, the trading price of our stock could be negatively affected.

Even with analyst coverage, if one or more of the

analysts covering our business downgrade their evaluations of our stock, the price of our Class A common stock could decline.

If one or more of these analysts cease to cover our common stock, we could lose visibility in the market for our

Class A common stock, which in turn could cause our Class A common stock price to decline.

Substantial future sales of our Class A

common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares.

Certain shares of our common stock are freely tradable without restriction under the Securities Act, except for any shares of our common stock that may be held or acquired by our directors, executive officers, and other affiliates, as that term is

defined in the Securities Act, which are be restricted securities under the Securities Act.

Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is

Topco, the Advantage Sponsors, the CP Sponsor and members of our management have rights, subject to certain conditions, to require us to file registration statements covering Topcos shares of our common stock or to include shares in

registration statements that we may file for ourselves or other stockholders.

Following the expiration of the period covered by, or the

waiver of the, lock-up agreement between Topco, the Advantage Sponsors and the CP Sponsor entered into in connection with the Transactions, those parties will have the right to sell or distribute the shares of

our common stock they hold.

Those shares may be sold in the public market subject to applicable restrictions under the federal securities laws, including the limitations under Rule 144 of the Securities Act (particularly those applicable to our

directors, officers, and affiliates, which restrict the manner and volume of shares that may be sold).

Those shares may also be sold in registered offerings pursuant to the registration rights described elsewhere in this Annual Report.

sales, including sales of a substantial number of shares or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock.

We may also issue shares of

our common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise.

Any such issuance could result in ownership dilution to you as a stockholder and cause the

trading price of our common stock to decline.

Unresolved Staff Comments.

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 1A. Risk Factors