What changed in this filing

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Item 1. Financial Statements

2020-10-22 compared with 2020-08-13 · 915 added, 792 removed, 163 unchanged (91% of the section changed)

Financial Statements.

CONYERS PARK II ACQUISITION CORP.

Balance Sheets

CONYERS PARK II ACQUISITION

CONDENSED BALANCE SHEETS

September 30,

Current assets:

10 unchanged sentences

Accounts payable - related party

Income taxes payable

Total current liabilities

4 unchanged sentences

500,000,000 shares authorized;

43,405,068 and 43,313,166 shares subject to possible redemption at June 30, 2020 and December 31, 2019, respectively

42,907,031 and 43,313,166 shares subject to possible redemption at September 30, 2020 and December 31, 2019, respectively

Stockholders’

4 unchanged sentences

500,000,000 shares authorized;

1,594,932 and 1,686,834 shares issued and outstanding (excluding 43,405,068 and 43,313,166 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively

2,092,969 and 1,686,834 shares issued and outstanding (excluding 42,907,031 and 43,313,166 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively

Class B common stock, $0.0001 par value;

2 unchanged sentences

Additional paid-in capital

Retained earnings

Total stockholders’

Total liabilities and stockholders’

(Accumulated deficit) / retained earnings

Total stockholders' equity

Total liabilities and stockholders' equity

$ 454,689,589

$ 454,109,579

The accompanying

notes are an integral part of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION CORP.

Condensed StatementS of Operations

The accompanying notes are an integral

part of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Period From

For The Three Months Ended

(inception) Through

September 30,

General and administrative expenses

1 unchanged sentence

Loss from operations

Interest income earned on cash

equivalents and marketable securities held in Trust Account

Income before income tax expense

Income tax expense

Other income:

Interest income earned on cash equivalents and marketable securities held in Trust Account

Income before income tax (benefit) / expense

Income tax benefit / (expense)

Net income / (loss)

$ (4,980,376 )

$ (4,061,354 )

Weighted average shares outstanding of Class A common stock

Basic and diluted net income per share, Class A

Basic and diluted net income / (loss) per share, Class A

Weighted average shares outstanding of Class B common stock

Basic and diluted net income per share, Class B

(1) For the 2019 period, this number excludes an aggregate

of up to 1,500,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised

in full or in part by the underwriters.

The underwriters exercised their over-allotment option on July 22, 2019 in part.

The accompanying

notes are an integral part of these unaudited condensed financial statements.

Basic and diluted net income / (loss) per share, Class B

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION CORP.

Unaudited Condensed

StatementS of Changes in Stockholders’

For the Three and Six Months Ended June 30, 2020

Stockholders’

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Three and Nine Months Ended September 30, 2020

Class A Common Stock

Class B Common Stock

Stockholders'

Balance as of December 31, 2019

3 unchanged sentences

Balance as of June 30, 2020

For the Period From May 2, 2019 (inception) Through June 30, 2019

Stockholders’

Balance as of May 2, 2019 (inception)

Common stock subject to possible redemption

Balance as of September 30, 2020

$ (1,592,213 )

For the Period From May 2, 2019 (inception) Through September 30, 2019

Class A Common Stock

Class B Common Stock

Stockholders'

Blance as of May 2, 2019 (inception)

Issuance of Class B common stock to Sponsor

Balance as of June 30, 2019

(1) This number includes an aggregate of up to 1,500,000 shares of Class B common stock that were

subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

The underwriters

exercised their over-allotment option on July 22, 2019 in part.

The accompanying

notes are an integral part of these unaudited condensed financial statements.

Sale of Units in Initial Public Offering

Sale of 7,333,333 Private Placement Warrants to Sponsor

Offering costs

(25,362,474 )

Forfeiture of Class B common stock

Shares subject to possible redemption

(43,182,374 )

(431,819,422 )

(431,823,740 )

Balance as of September 30, 2019

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION CORP.

Unaudited Condensed

StatementS of Cash Flows

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Period

From May 2, 2019

(inception) Through

September 30,

Cash flows from operating activities:

Net income / (loss)

Adjustments to reconcile net income / (loss) to net

cash used in operating activities:

$ (4,061,354 )

Adjustments to reconcile net income / (loss) to net cash used in operating activities:

Interest income earned on marketable securities held in Trust Account

7 unchanged sentences

Cash flows from investing activities:

Cash deposited in Trust Account

(450,000,000 )

Investment income released from Trust Account

Net cash provided by investing activities

Net cash provided by / (used in) investing activities

(449,790,000 )

Cash flows from financing activities:

Proceeds from sale of Class A common stock to public

Proceeds from sale of Private Placement Warrants to Sponsor

Payment of underwriters’

Payment of offering costs

Proceeds from promissory note –

1 unchanged sentence

Payment of offering costs

Net cash used by financing activities

Net cash provided by financing activities

Net change in cash and cash equivalents

3 unchanged sentences

Change in value of Class A common stock subject to possible redemption

Deferred offering costs included in accounts payable and accrued expenses

$ (4,061,350 )

$ 431,823,740

Deferred underwriting commission in connection with initial public offering

Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock

The accompanying

notes are an integral part of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION CORP.

Unaudited Condensed Financial Statements

Note 1—Description of Organization, Business Operations

and Basis of Presentation

Conyers Park II Acquisition

The accompanying notes are an integral

part of these unaudited condensed financial statements.

PARK II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1—Description of Organization, Business Operations and Basis of Presentation

Park II Acquisition Corp.

(the “Company”) was incorporated as a Delaware corporation on May 2, 2019.

The Company was formed for the purpose

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

with one or more businesses (the “Business Combination”).

Although the Company is not limited to a particular industry

or geographic region for purposes of consummating its Business Combination, the Company intends to focus on the consumer sector

and consumer-related businesses.

The Company is an emerging growth company and, as such, the Company is subject to all of the risks

associated with emerging growth companies.

As of June 30, 2020,

the Company had not commenced any operations.

All activity for the period from May 2, 2019 (inception) through June 30, 2020 relates

to the Company’s formation and the preparation for its initial public offering (the “Initial Public Offering”)

as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived

from the Initial Public Offering.

The Company’s

sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement

for the Company’s Initial Public Offering was declared effective on July 17, 2019.

On July 22, 2019, the Company consummated

its Initial Public Offering of 45,000,000 units (the “Units”), including 5,000,000 additional Units to cover over-allotments

(the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $450 million,

and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred underwriting

commissions following the partial exercise of the underwriters’

The Company was

formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited

to a particular industry or geographic region for purposes of consummating its Business Combination, the Company intends to focus

on the consumer sector and consumer-related businesses.

The Company is an emerging growth company and, as such, the Company is

subject to all of the risks associated with emerging growth companies.

of September 30, 2020, the Company had not commenced any operations.

All activity for the period from May 2, 2019 (inception)

through September 30, 2020 relates to the Company’s formation and the preparation for its initial public offering (the “Initial

Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective

initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering.

Company’s sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

registration statement for the Company’s Initial Public Offering was declared effective on July 17, 2019.

On July 22, 2019,

the Company consummated its Initial Public Offering of 45,000,000 units (the “Units”), including 5,000,000 additional

Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating

gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75

million in deferred underwriting commissions following the partial exercise of the underwriters’

over-allotment option (Note

Simultaneously with

the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”)

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”)

of 7,333,333 warrants (each, a “Private Placement Warrant”

1 unchanged sentence

at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $11.0 million (Note 4).

Upon the closing of

the Initial Public Offering and the Private Placement, $450 million ($10.00 per Unit) of the net proceeds of the Initial Public

Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”),

the closing of the Initial Public Offering and the Private Placement, $450 million ($10.00 per Unit) of the net proceeds of the

Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”),

located in the United States at J.P.

5 unchanged sentences

and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of

a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the

assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust

Account) at the time of the signing of the agreement to enter into the initial Business Combination.

However, the Company will

only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an

investment company under the Investment Company Act.

The Company will provide

the holders (the “Public Stockholders”) of shares of its Class A common stock, par value $0.0001 (the “Class

A common Stock”), sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all

or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek

stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account

(initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to Public Stockholders who redeem

their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed

These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering.

case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such

consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal

reasons, the Company will, pursuant to the amended and restated certificate of incorporation which the Company adopted upon the

consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the

redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (the “SEC”) and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transactions

is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer

to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender

Additionally, each Public Stockholder may elect to redeem its Public Shares irrespective of whether such Public Stockholder

votes for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination,

the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares

purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the initial stockholders

have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares acquired by them in connection

with the completion of a Business Combination.

Notwithstanding the

foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate

(i) the completion

of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied

generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business

Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market

value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable

on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of

the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not

to be required to register as an investment company under the Investment Company Act.

Company will provide the holders (the “Public Stockholders”) of shares of its Class A common stock, par value $0.0001

(the “Class A common Stock”), sold in the Initial Public Offering (the “Public Shares”), with the opportunity

to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with

a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether

the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely

in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

then in the Trust Account (initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to Public

Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay

to the underwriters (as discussed in Note 5).

These Public Shares were classified as temporary equity upon the completion of the

Initial Public Offering.

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets

of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor

of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder

vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation

which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of

Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission

(the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business

or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the

proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Stockholder may elect to redeem its Public Shares

irrespective of whether such Public Stockholder votes for or against the proposed transaction.

If the Company seeks stockholder

approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder

Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business

In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder

Shares and any Public Shares acquired by them in connection with the completion of a Business Combination.

Notwithstanding

the foregoing, the 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”

1 unchanged sentence

its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Company’s

Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended

and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to redeem

100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial

Public Offering, or July 22, 2021, (the “Combination Period”) or (b) which adversely affects the rights of holders

of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares

in conjunction with any such amendment.

If the Company is unable

to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose

of winding up;

(ii) as promptly and 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 the Company for working capital purposes (up to $1,000,000)

or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of

the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

rights as stockholders

(including the right to receive further liquidation distributions, if any);

and (iii) as promptly and as reasonably possible following

such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,

liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to

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

The initial stockholders

have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination

within the Combination Period.

However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails

to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred

underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination

during the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account

that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the

per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00

per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed

to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount

of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver

of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable

against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all third parties, including vendors, service providers (excluding the Company’s independent registered public accounting

firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying unaudited

condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the

United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed

financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the periods presented.

Operating results for the three and six months ended June 30, 2020 are not

necessarily indicative of the results that may be expected through December 31, 2020.

The accompanying unaudited

condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in

the annual report on Form 10-K filed by the Company with the SEC on March 30, 2020.

Emerging Growth Company

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act

of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its 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.

Further, 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

The JOBS Act provides that an emerging growth 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.

has 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, the Company, 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 the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging

growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

As of June 30, 2020,

the Company had $827,094 in its operating bank account, working capital of $500,322 and $5,241,118 of interest income available

in the Trust Account to pay for the Company’s tax obligations, if any, and which may be withdrawn for working capital purposes.

The Company’s

liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital

contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and the advancement of funds by

the Sponsor under the Note (see Note 4) to cover the Company’s expenses in connection with the Initial Public Offering.

of June 30, 2020, no amounts remained outstanding under the Note.

Subsequent to the consummation of the Initial Public Offering

and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the consummation of the Private

Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination,

the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated

to, provide the Company Working Capital Loans (see Note 4).

As of June 30, 2020, there were no amounts outstanding under any Working

Capital Loan.

Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment

to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s

obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the

closing of the Initial Public Offering, or July 22, 2021, (the “Combination Period”) or (b) which adversely affects

the rights of holders of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to

redeem their Public Shares in conjunction with any such amendment.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up;

(ii) as promptly and 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 the Company for working capital

purposes (up to $1,000,000) or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

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

and (iii) as promptly and as

reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s

board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations

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

initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, if the initial stockholders acquire Public Shares in or

after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such

Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed

to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company

does not complete a Business Combination during the Combination Period and, in such event, such amounts will be included with

the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of

such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including

Trust Account assets) will be only $10.00 per share initially held in the Trust Account.

In order to protect the amounts held

in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for

services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any

claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the

Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

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

The Company will seek to reduce the possibility that the Sponsor will

have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, including vendors, service

providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other

entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management,

the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary

for the fair statement of the balances and results for the periods presented.

Operating results for the three and nine months

ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and

notes thereto included in the annual report on Form 10-K filed by the Company with the SEC on March 30, 2020.

Growth Company

Company is an “emerging growth company,”

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

Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

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 an emerging growth 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.

The Company has 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, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

/ Going Concern

of September 30, 2020, the Company had $514,982 in its operating bank account, working capital deficit of $3,921,932 and $5,275,531

of interest income available in the Trust Account to pay for the Company’s tax obligations, if any, and which may be withdrawn

for working capital purposes (up to $1,000,000).

to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied

from the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4).

As of September

30, 2020, there were no amounts outstanding under any Working Capital Loan.

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

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for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements.

condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In connection with

the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s

ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the

Company be required to liquidate after July 22, 2021.

Note 2—Summary of Significant Accounting Policies

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which,

at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses

on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

had $827,094 and $951,060 in cash and cash equivalents as of June 30, 2020 and December 31, 2019, respectively.

Marketable Securities Held in Trust Account

The Company’s

portfolio of marketable securities is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities.

Trading securities are presented

on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value

of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the

accompanying unaudited condensed statements of operations.

The estimated fair values of marketable securities held in the Trust

Account are determined using available market information.

Fair Value of Financial Instruments

Fair value is defined

as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between

market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used

in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and

the lowest priority to unobservable inputs (Level 3 measurements).

The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard

Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,”

management has determined that the Company’s liquidity and mandatory liquidation

raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the

carrying amounts of assets or liabilities should the Company be required to liquidate after July 22, 2021.

Business Combination

September 7, 2020, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified

from time to time, the “Merger Agreement”), by and among the Company, CP II Merger Sub, Inc., a Delaware corporation

and wholly owned subsidiary of the Company (“Merger Sub”), Advantage Solutions Inc., a Delaware corporation (the “Advantage”)

and Karman Topco L.P., a Delaware limited partnership (“TopCo”).

to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub will merge with and into Advantage,

with Advantage as the surviving company in the merger and, after giving effect to such merger, becoming a wholly owned subsidiary

of the Company (the “Merger”

and together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

Consideration

accordance with the terms and subject to the conditions of the Merger Agreement, the consideration to be received by TopCo in

connection with the Transactions contemplated under the Merger Agreement shall be an aggregate number of 203,750,000 shares of

Class A Common Stock of the Company (the “Class A Common Stock”) plus 5,000,000 shares of Class A Common Stock subject

to certain vesting and forfeiture conditions as set forth in the Merger Agreement.

with the execution of the Merger Agreement, Conyers Park II Sponsor LLC, a Delaware limited liability company (“

Sponsor ”), the Company, Advantage and certain shareholders of Class B common stock of the Company (the “

II Class B Holders ”) entered into a Sponsor Agreement (the “

Sponsor Agreement ”), pursuant to

which the CP II Class B Holders and CP II Sponsor have, among other matters, (a) agreed to vote in favor of the Merger

Agreement and the Transactions and (b) agreed to waive any adjustment to the conversion ratio set forth in the Company’s

Certificate of Incorporation and Bylaws, as amended and in effect on the date hereof, with respect to the Class B Common

Stock of the Company in connection with the Private Placement (defined below).

with the execution of the Merger Agreement, CP II entered into a Stockholders Agreement (the “

Stockholders Agreement ”)

with CP II Sponsor, TopCo, CVC ASM Holdco, L.P., a Delaware limited partnership (the “

CVC Stockholder ”), the

entities identified therein under the heading “LGP Stockholders”

(collectively, the “

LGP Stockholder ”)

and BC Eagle Holdings, L.P., a Cayman Islands exempted limited partnership (the “

Bain Stockholder ”), and the

other parties named therein.

Pursuant to the Stockholders Agreement, the CVC Stockholder has the right to nominate two directors

to the Company’s board of directors (the “

Board ”), the LGP Stockholder has the right to nominate two

directors, the Bain Stockholder has the right to nominate one director and CP II Sponsor has the right to nominate three directors.

Four additional directors will be independent directors.

Other than for CP II Sponsor, the nomination rights of the parties to

the Stockholders Agreement are based on the shares of Class A Common Stock held by such parties (as compared to their stockholdings

as of immediately subsequent to the consummation of the Merger), and such nomination rights are reduced or eliminated (as further

described in the Stockholders Agreement) as such parties reduce their holdings of Class A Common Stock.

CP II Sponsor’s

nomination rights will expire five (5) years from the closing of the Merger.

In addition, the Stockholders Agreement provides

that TopCo will have certain consent rights with respect to actions of the Company or its subsidiaries following the closing so

long as TopCo continues to hold 50% of the Class A Common Stock it held as of immediately subsequent to the consummation

of the Merger.

These consent rights including, among others, consent to (i) changes to the size of the board of directors

of the Company, (ii) certain amendments to the Company’s organizational documents, (iii) acquisitions, dispositions

or borrowings in excess of agreed upon thresholds, (iv) the termination or replacement of the Company’s chief executive

officer, (v) the declaration or payment of dividends and (vi) redemptions of Class A Common Stock.

Rights Agreement

connection with the execution of the Merger Agreement, the Company entered into a Registration Rights Agreement (the “

Rights Agreement ”) with Karman Topco L.P., Karman II Coinvest LP, Green Equity Investors VI, L.P., Green Equity Investors

Side VI, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, CVC ASM Holdco, LP, JCP ASM Holdco, L.P.,

Karman Coinvest L.P., Centerview Capital, L.P., Centerview Employees, L.P., BC Eagle Holdings, L.P.

and Yonghui Investment Limited,

CP II Sponsor and the other holders of Common Series B Units, Vested Common Series C Units and Vested Common Series C-2 Units

of Holdings listed on the schedule thereto as Contributing Investors.

Pursuant to the Registration Rights Agreement, within 180

days of the closing, the Company shall file and cause to be effective a shelf registration right with respect to the registrable

shares thereunder, and certain parties will be entitled to certain registration rights, including, among other things, customary

demand and piggy-back rights, subject to customary cut-back provisions.

Pursuant to the Registration Rights Agreement,

the holders other than CP II Sponsor have agreed not to sell, transfer, pledge or otherwise dispose of shares of Class A

Common Stock they receive in connection with the Transactions or otherwise beneficially own as of the closing for 180 days following

the closing, and subject to certain exceptions, CP II Sponsor has agreed not to transfer its shares of Class A Common Stock

for a period of one (1) year following the closing.

with the execution of the Merger Agreement, the Company entered into Subscription Agreements (the “

Investor Subscription

Agreements ”) with certain investors (collectively, the “

Investor Private Placement Investors ”) pursuant

to which, among other things, such investors agreed to subscribe for and purchase and the Company agreed to issue and sell to

such investors, 50,000,000 shares of Class A Common Stock (the “

Private Placement Shares ”), for an aggregate

of $500,000,000 (the “

Investor Private Placement ”) in proceeds.

Company has also entered into Subscription Agreements (the “

Sponsor Subscription Agreements ”) with certain

current equityholders of TopCo (collectively, the “

Sponsor Private Placement Investors ”

and together with the

Investor Private Placement Investors, the “

Private Placement Investors ”).

Pursuant to the Sponsor Subscription

Agreements, the Sponsor Private Placement Investors have agreed to subscribe for and purchase 20,000,000 shares of Class A

Common Stock for an aggregate of $200,000,000 in proceeds, which such subscription may be increased under certain circumstances,

including to cover redemptions by existing stockholders of the Company (the “

Sponsor Private Placement ”

together with the Investor Private Placement, the “

Private Placement ”).

closing of the Private Placement is contingent upon, among other things, the substantially concurrent consummation of the Merger

and Transactions.

In connection with the Private Placement, the Company will grant the Private Placement Investors certain customary

registration rights.

The Private Placement Shares have not been registered under the Securities Act of 1933, as amended (the “

Act ”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or

Regulation S promulgated thereunder without any form of general solicitation or general advertising.

connection with the Merger Agreement, Advantage Sales & Marketing Inc.

(“ASM”), a wholly-owned subsidiary

of Advantage, entered into a Debt Commitment Letter (the “Debt Commitment Letter”), dated as of September 7,

2020, with BofA Securities, Inc., Bank of America, N.A., Morgan Stanley Senior Funding, Inc., Deutsche Bank AG New York Branch

and Deutsche Bank Securities Inc.

(together with such other lenders that become party thereto, the “Debt Commitment Parties”).

Pursuant to and subject to the terms of the Debt Commitment Letter, the Debt Commitment Parties have committed to arrange and

underwrite senior secured credit facilities in an aggregate amount of up to $2.5 billion, consisting of (i) a senior

secured term loan facility in an aggregate principal amount of $2,100 million, and (ii) a senior secured, asset-based

revolving credit facility in an aggregate principal amount of $400 million (only a portion of which, if any, is expected

to be drawn or used at the closing of the Merger).

The Debt Financing will be used to, among other things, (i) repay in full

and terminate existing indebtedness of Advantage and its subsidiaries and (ii) pay fees, commissions and expenses in connection

with the foregoing.

The Debt Commitment Letter terminates automatically on the earliest to occur of (i) 10 business days after

the termination date in the Merger Agreement, (ii) the date on which ASM notifies the Debt Commitment Parties that the Merger

Agreement has terminated in accordance with its terms and (iii) the date of consummation of the Merger with or without the

funding or effectiveness of the senior secured credit facilities.

availability of the Debt Financing is subject to conditions precedent, customary for financings of transactions comparable to

Pursuant to the Merger Agreement, the Company and Advantage have agreed to use their respective reasonable best efforts

to satisfy all such conditions precedent to the initial availability of the Debt Financing and, solely with respect to ASM, to

enforce its rights under the Debt Commitment Letter.

Advantage has also agreed not to permit or consent to any amendment, supplement

or modification of the Debt Commitment Letter without the consent of the Company and ASM.

2—Summary of Significant Accounting Policies

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such accounts.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $514,982 and $951,060 in cash and cash equivalents as of September 30, 2020 and December 31, 2019, respectively.

Securities Held in Trust Account

Company’s portfolio of marketable securities is comprised solely of U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities.

securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from

the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held

in the Trust Account in the accompanying unaudited condensed statements of operations.

The estimated fair values of marketable

securities held in the Trust Account are determined using available market information.

Value of Financial Instruments

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level

1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active

● Level 2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar

instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant

inputs or significant value drivers are unobservable.

In some circumstances,

the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances,

the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant

to the fair value measurement.

The carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore

requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the

The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S.

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market prices in active markets.

Use of Estimates

The preparation

of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses

preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses

during the reporting periods.

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It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the

financial statements, which management considered in formulating its estimate, could change in the near term due to one or

more future conforming events.

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial

statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming

Accordingly, the actual results could differ from those estimates.

Offering Costs Associated with the Initial Public Offering

Offering costs consist

of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related

to the Initial Public Offering and were charged to stockholders’

equity upon the completion of the Initial Public Offering

on July 22, 2019.

Class A Common Stock Subject to Possible Redemption

Shares of Class A common

stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally

redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2020 and December 31, 2019, 43,405,068

and 43,313,166 shares of Class A common stock are subject to possible redemption are presented as temporary equity, outside of

the stockholders’

equity section of the Company’s condensed balance sheets, respectively.

Net Income Per Share

Net income per share

is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods.

Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase

an aggregate of 18,583,333 shares of the Company’s Class A common stock in the calculation of diluted income per share, since

their inclusion would be anti-dilutive under the treasury stock method.

The Company’s

unaudited condensed statements of operations include a presentation of income per share for common stock subject to redemption in

a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for Class A common stock

are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $211,780,

net of applicable taxes of $83,974 and working capital of $110,177 (up to $1,000,000) available to be withdrawn from the Trust

Account, resulting in a total of $17,629 for the three months ended June 30, 2020 by the weighted average number of shares of Class

A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common stock are calculated by dividing

the interest income earned on investments and marketable securities held in the Trust Account of $1,670,961, net of applicable

taxes of $429,902 and working capital of $322,037 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting

in a total of $919,022 for the six months ended June 30, 2020 by the weighted average number of shares of Class A common stock

outstanding for the period.

Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income,

less income attributable to Class A common stock by the weighted average number of shares of Class B common stock outstanding for

The Company follows

the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.”

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

As of June 30, 2020 and December 31, 2019, the Company had a deferred tax asset

of approximately $126,000 and $59,000, respectively, which had a full valuation allowance recorded against it of approximately

$126,000 and $59,000, respectively.

FASB ASC Topic 740

prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not

to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2020 and December

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

amounts were accrued for the payment of interest and penalties as of June 30, 2020 and December 31, 2019.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Costs Associated with the Initial Public Offering

costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly

related to the Initial Public Offering and were charged to stockholders’

equity upon the completion of the Initial Public

Offering on July 22, 2019.

A Common Stock Subject to Possible Redemption

of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair

Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely

within the Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock are

classified as stockholders’

The Company’s Class A common stock feature certain redemption rights that are

considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

at September 30, 2020 and December 31, 2019, 42,907,031 and 43,313,166 shares of Class A common stock are subject to possible

redemption are presented as temporary equity, outside of the stockholders’

equity section of the Company’s condensed

balance sheets, respectively.

Income Per Share

income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement

to purchase an aggregate of 18,583,333 shares of the Company’s Class A common stock in the calculation of diluted income

per share, since their inclusion would be anti-dilutive under the treasury stock method.

Company’s unaudited condensed statements of operations include a presentation of income per share for common stock subject

to redemption in a manner similar to the two-class method of income per share.

Net loss per share, basic and diluted for Class

A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust

Account of $34,433, net of applicable taxes of $31,164 and working capital of $398,383 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $395,114 for the three months ended September 30, 2020 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common

stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account

of $1,705,394, net of applicable taxes of $476,633 and working capital of $720,420 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $508,341 for the nine months ended September 30, 2020 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted for Class A common

stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account

of $1,697,230, net of applicable taxes of $395,918 and working capital of $138,090 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $1,163,222 for the three months ended September 30, 2019 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common

stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account

of $1,697,230, net of applicable taxes of $395,918 and working capital of $140,090 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $1,161,222 for the period from May 2, 2019 (inception) through September 30, 2019

by the weighted average number of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted

for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock by the weighted

average number of shares of Class B common stock outstanding for the periods.

Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between

the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

As of September 30, 2020 and December 31, 2019, the Company

had a deferred tax asset of approximately $1,170,000 and $59,000, respectively, which had a full valuation allowance recorded

against it of approximately $1,170,000 and $59,000, respectively.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September

30, 2020 and December 31, 2019.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as

income tax expense.

No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31,

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

Company’s current taxable income primarily consists of interest income on the Trust Account.

The Company’s

general and administrative costs are generally considered start-up costs and are not currently deductible.

During the three

and six months ended June 30, 2020, the Company recorded income tax expense of approximately $33,974 and $329,902,

respectively, primarily related to interest income earned on the Trust Account.

The Company’s effective tax rate for

the three and six months ended June 30, 2020 was approximately 66% and 26%, respectively, which differs from the expected

income tax rate due to the start-up costs (discussed above) which are not currently deductible.

The Company may be subject to

potential examination by federal, state and city taxing authorities in the areas of income taxes.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions

and compliance with federal, state and city tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

The Company is subject to income tax

examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

The Company’s

management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have

a material effect on the accompanying unaudited condensed financial statements.

Note 3—Initial Public Offering

The Company’s general

and administrative costs are generally considered start-up costs and are not currently deductible.

During the three and nine months

ended September 30, 2020, the Company recorded income tax (benefit) / expense of approximately ($3,269) and $326,633, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2020 differs from the expected income

tax rate due to the start-up costs (discussed above) which are not currently deductible.

The Company may be subject to potential

examination by federal, state and city taxing authorities in the areas of income taxes.

These potential examinations may include

questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal,

state and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

The Company is subject to income tax examinations by major taxing authorities since

Accounting Pronouncements

Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently

adopted would have a material effect on the accompanying unaudited condensed financial statements.

3—Initial Public Offering

July 22, 2019, the Company sold 45,000,000 Units, including 5,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating

gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75

million in deferred underwriting commissions.

Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject

to adjustment (see Note 6).

4—Related Party Transactions

May 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 shares of Class

B common stock, par value $0.0001, (the “Founder Shares”).

In June 2019, the Sponsor transferred 25,000 Founder Shares

to each of the Company’s independent directors.

The initial stockholders have agreed to forfeit up to 1,500,000 Founder

Shares to the extent that the over-allotment option is not exercised in full by the underwriters.

The forfeiture will be adjusted

to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent

20% of the Company’s issued and outstanding shares after the Initial Public Offering.

The underwriters exercised their over-allotment

option in part on July 22, 2019.

On September 3, 2019, the remainder of the underwriters’

over-allotment option expired

and the Sponsor forfeited 250,000 Founder Shares.

As of September 30, 2020, there were 11,250,000 shares of Class B common stock

initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until

the earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial

Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as

adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company

completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s

stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Placement Warrants

with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 7,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $11.0 million.

Each whole Private

Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share.

Certain of the proceeds

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in

the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement

Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long

as they are held by the Sponsor or its permitted transferees.

Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or

sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out

of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of

funds held outside the Trust Account.

In the event that a Business Combination is not consummated within the Combination Period,

the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital

Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,

up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a

price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

To date, the Company had no borrowings

under any Working Capital Loan.

to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover

expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

The Note was non-interest

bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering.

On July 22, 2019, the

Company sold 45,000,000 Units, including 5,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds

of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred

underwriting commissions.

Each Unit consists

of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”).

Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment

(see Note 6).

Note 4—Related Party Transactions

Founder Shares

In May 2019, the Sponsor

paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 shares of Class B common stock, par

value $0.0001, (the “Founder Shares”).

In June 2019, the Sponsor transferred 25,000 Founder Shares to each of the Company’s

independent directors.

The initial stockholders have agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment

option is not exercised in full by the underwriters.

The forfeiture will be adjusted to the extent that the over-allotment option

is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding

shares after the Initial Public Offering.

The underwriters exercised their over-allotment option in part on July 22, 2019.

3, 2019, the remainder of the underwriters’

over-allotment option expired and the Sponsor forfeited 250,000 Founder Shares.

As of June 30, 2020, there were 11,250,000 shares of Class B common stock outstanding.

The initial stockholders

have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination,

(x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger,

capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to

exchange their shares of Class A common stock for cash, securities or other property.

Private Placement Warrants

Concurrently with the

closing of the Initial Public Offering, on July 22, 2019 the Company sold 7,333,333 Private Placement Warrants at a price of $1.50

per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $11.0 million.

Each whole Private Placement

Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share.

Certain of the proceeds from the sale

of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the

Sponsor or its permitted transferees.

The Sponsor and the

Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their

Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

In order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust

Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust

In the event that a Business Combination is not consummated within the Combination Period, the Company may use a portion

of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would

be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not

been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon

consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working

Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant.

would be identical to the Private Placement Warrants.

To date, the Company had no borrowings under any Working Capital Loan.

Promissory Note

Prior to the closing

of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related

to the Initial Public Offering pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and payable

on the earlier of December 31, 2019 or the completion of the Initial Public Offering.

On July 22, 2019, the total balance of $141,636

of the Note was repaid to the Sponsor.

Administrative Support Agreement

Commencing on the effective

date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities

and secretarial and administrative support.

Upon completion of an initial Business Combination or the Company’s liquidation,

the Company will cease paying these monthly fees.

During the three and six months ended June 30, 2020, the Company incurred $30,000

and $60,000, respectively, in expenses in connection with such services, as reflected in the accompanying unaudited condensed statement

of operations.

As of June 30, 2020 and December 31, 2019, the Company had approximately $120,000 and $60,000, respectively, in

accounts payable for related party in connection with such services as reflected in the accompanying unaudited condensed balance

Note 5—Commitments and Contingencies

Registration and Stockholder Rights

The holders of Founder

Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled

to registration rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation

of the Initial Public Offering.

total balance of $141,636 of the Note was repaid to the Sponsor.

Administrative

Support Agreement

on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office

space, utilities and secretarial and administrative support.

Upon completion of an initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

During the three and nine months ended September 30, 2020, the

Company incurred $30,000 and $90,000, respectively, in expenses in connection with such services, as reflected in the accompanying

unaudited condensed statement of operations.

As of September 30, 2020 and December 31, 2019, the Company had approximately $150,000

and $60,000, respectively, in accounts payable for related party in connection with such services as reflected in the accompanying

condensed balance sheets.

5—Commitments and Contingencies

and Stockholder Rights

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection

with the consummation of the Initial Public Offering.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement

filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to

be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted

the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to

6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts

and commissions.

However, the registration and stockholder rights agreement provides that the Company will not permit any

registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period

for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering

to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting

discounts and commissions.

On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment

Based on the partial

exercise of the underwriters’

over-allotment option, the underwriters were entitled to underwriting discounts of $0.20 per

unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $0.35 per unit, or approximately

$15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will

become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a

Business Combination, subject to the terms of the underwriting agreement.

Note 6—Stockholders’

Class A Common

Stock —

The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001

As of June 30, 2020 and December 31, 2019, there were 45,000,000 shares of Class A common stock issued and outstanding,

including 43,405,068 and 43,313,166 shares of Class A common stock subject to possible redemption, respectively.

Class B Common

Stock —

The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001

As of June 30, 2020 and December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding.

Holders of shares of

Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters submitted

to a vote of the Company’s stockholders, except as required by law or stock exchange rule;

provided that only holders of

shares of Class B common stock have the right to vote on the election of the Company’s directors prior to the initial Business

The Class B common

stock will automatically convert into Class A common stock at the time of the initial Business Combination at a ratio such that

the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding upon completion

of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable

upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with

or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked

securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial

Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans.

Preferred Stock —The

Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, and with such designations,

voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

June 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

on the partial exercise of the underwriters’

over-allotment option, the underwriters were entitled to underwriting discounts

of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $0.35

per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the

Company completes a Business Combination, subject to the terms of the underwriting agreement.

6—Stockholders’

A Common Stock —The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of

$0.0001 per share.

As of September 30, 2020 and December 31, 2019, there were 45,000,000 shares of Class A common stock issued

and outstanding, including 42,907,031 and 43,313,166 shares of Class A common stock subject to possible redemption, respectively.

B Common Stock —The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of

$0.0001 per share.

As September 30, 2020 and December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding.

of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters

submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule;

provided that only

holders of shares of Class B common stock have the right to vote on the election of the Company’s directors prior to the

initial Business Combination.

Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a

ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the

aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding

upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed

issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company

in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common

stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued,

to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of

Working Capital Loans.

Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share,

and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

As of September 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants —Public

2 unchanged sentences

days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering;

in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common

stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits

holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the

Securities Act).

The Company has agreed that as soon as practicable, but in no event later than twenty business days, after the

closing of a Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement

for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company 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 the Company 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 the 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, the Company may, at its 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

the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will

use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants

will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement

Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private

Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be

transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchasers’

in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A

common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company

permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under

the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than twenty business days, after

the closing of a Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration

statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the

Public Warrants.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company

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 the Company 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 the 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, the Company may, at its 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 the Company elects, the Company will not be required to file or maintain in effect a registration

statement, but the Company will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except

that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants

will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

limited exceptions.

Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers

or such purchasers’

permitted transferees.

If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted

transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis

as the Public Warrants.

Commencing 90 days

after the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption provided

that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares

determined based on the redemption date and the “fair market value”

of the Class A common stock (the “fair market

of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10

trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants);

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00

per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior

to the date on which the Company sends the notice of redemption to the warrant holders;

● if, and only if, there is an effective registration statement covering the Class A common stock

issuable upon exercise of the warrants (or such other security as the warrants may be exercisable for at the time of redemption)

and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or

If the Private Placement Warrants are held by someone other than the initial

stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable

by such holders on the same basis as the Public Warrants.

90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

$0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption

provided that holders will be able to exercise their warrants on a cashless basis prior

to redemption and receive that number of shares determined based on the redemption date

and the “fair market value”

of the Class A common stock (the “fair

market value”

of the Class A common stock shall mean the average last reported

sale price of the Class A common stock for the 10 trading days ending on the third trading

day prior to the date on which the notice of redemption is sent to the holders of warrants);

and only if, the last reported sale price of the Class A common stock equals or exceeds

$10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations

and the like) on the trading day prior to the date on which the Company sends the notice

of redemption to the warrant holders;

and only if, there is an effective registration statement covering the Class A common

stock issuable upon exercise of the warrants (or such other security as the warrants

may be exercisable for at the time of redemption) and a current prospectus relating thereto

available throughout the 30-day period after written notice of redemption is given, or

an exemption from registration is available.

In addition, the Company

may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’

addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’

prior written notice of redemption;

● if, and only if, the last reported closing price of the 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

the Company sends the notice of redemption to the warrant holders.

If the Company calls

the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants

to do so on a “cashless basis,”

and only if, the last reported closing price of the 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 the Company sends the notice of redemption

to the warrant holders.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

Additionally, in no event will the Company be

required to net cash settle any Warrants.

If the Company is unable to complete the initial Business Combination within the Combination

Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with

respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account

with the respect to such warrants.

Additionally, in no event

will the Company be required to net cash settle any Warrants.

If the Company is unable to complete the initial Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

Note 7—Fair Value Measurements

The following table

presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2020

and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

such fair value.

June 30, 2020

Quoted Prices in Active Markets

Significant Other Observable Inputs

7—Fair Value Measurements

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as

of September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company

utilized to determine such fair value.

Quoted Prices

Significant Other

in Active Markets

Observable Inputs

Unobservable Inputs

September 30, 2020

Marketable securities held in Trust Account

1 unchanged sentence

$ 453,742,245

Quoted Prices

Significant Other

in Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2019

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Marketable securities held in Trust Account

1 unchanged sentence

$ 452,816,525

Transfers to/from Levels

1, 2, and 3 are recognized at the end of the reporting periods.

There were no transfers between levels for the three and six months

ended June 30, 2020.

Level 1 instruments

include investments in money market funds and U.S.

to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods.

There were no transfers between levels for the

three and nine months ended September 30, 2020.

1 instruments include investments in money market funds and U.S.

Treasury securities.

The Company uses inputs such as actual trade data, benchmark

yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Note 8—Subsequent Events

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial

statements were issued.

Based upon this review, the Company did not identify subsequent events that would have required adjustment

or disclosure in the unaudited condensed financial statements.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

References to the “Company,”

The Company uses inputs such as actual trade

data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of

its investments.

8—Subsequent Events

Subsequent to September 30, 2020, the Company withdrew $1,000,000

from the interest earned on the funds held in the Trust Account for working capital purposes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,”

“our,”

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refer to Conyers Park II Acquisition Corp.

The following discussion and

analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report

on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking

statements on our current expectations and projections about future events.

These forward-looking statements are subject to known

and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or

achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,”

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based

these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity,

performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology

such as “may,”

“should,”

7 unchanged sentences

“continue,”

or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters,

as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause or

contribute to such a discrepancy include, but are not, limited to, those described in our other SEC filings.

We are a blank check

company incorporated on May 2, 2019 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”)

that we have not yet identified.

Although we are not limited to a particular industry or geographic region for purposes of consummating

our Business Combination, we intend to focus on the consumer sector and consumer-related businesses.

Our sponsor is Conyers Park

II Sponsor LLC, a Delaware limited liability company (our “Sponsor”).

Our registration statement

for our initial public offering (the “Initial Public Offering”) was declared effective on July 17, 2019.

2019, we consummated our Initial Public Offering of 45,000,000 units (the “Units”

and, with respect to the shares of

Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units

to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $450 million,

and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred underwriting

Simultaneously with

the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 7,333,333

or the negative of such terms

or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not, limited to, those described in our other SEC

are a blank check company incorporated on May 2, 2019 as a Delaware corporation for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”) that we have not yet identified.

Although we are not limited to a particular industry

or geographic region for purposes of consummating our Business Combination, we intend to focus on the consumer sector and consumer-related

Our sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (our “Sponsor”).

registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on July

On July 22, 2019, we consummated our Initial Public Offering of 45,000,000 units (the “Units”

respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), including

5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross

proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million

in deferred underwriting commissions.

Simultaneously

with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of

7,333,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a

price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of approximately $11.0 million.

Upon the closing of

the Initial Public Offering and the Private Placement, $450 million ( $10.00 per Unit) of the net proceeds of the Initial Public

Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”),

and collectively, the “Private Placement Warrants”)

at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of approximately $11.0 million.

the closing of the Initial Public Offering and the Private Placement, $450 million ( $10.00 per Unit) of the net proceeds of the

Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”),

located in the United States at J.P.

5 unchanged sentences

and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of

a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

If we are unable to

complete a Business Combination within 24 months from the closing of our Initial Public Offering, or July 22, 2021 (the “Combination

Period”), we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly and 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 for working capital purposes or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution

expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

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

and (iii) as promptly and as

reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,

liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims

of creditors and the requirements of other applicable law.

Results of Operations

Our entire activity

since inception through June 30, 2020 related to our formation, the preparation for the Initial Public Offering, and

since the closing of the Initial Public Offering , the search for a prospective initial

(i) the completion

of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

we are unable to complete a Business Combination within 24 months from the closing of our Initial Public Offering, or July 22,

2021 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly

and 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 for working capital purposes or to pay our franchise and income taxes (less up

to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption

will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidation

distributions, if any);

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

our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),

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

Business Combination

We have neither engaged in any operations nor generated any revenues to date.

We will not generate

any operating revenues until after completion of our initial Business Combination.

We will generate non-operating income in the

form of interest income on cash and cash equivalents.

We expect to incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months

ended June 30, 2020, we had net income of $17,629, which consisted of $211,780 in interest earned on cash equivalents and marketable

securities held in the Trust Account, offset by $110,177 in general and administrative costs.

For the six months

ended June 30, 2020, we had net income of $919,022, which consisted of $1,670,961 in interest earned on cash equivalents and marketable

securities held in the Trust Account, offset by $322,037 in general and administrative costs.

For the period from

May 2, 2019 through June 30, 2019, we had net loss of $2,000, which consisted of $2,000 in general and administrative costs.

Liquidity and Capital Resources

As of June 30, 2020,

the Company had $827,094 in its operating bank account, working capital of $500,322 and $5,241,118 of interest income available

in the Trust Account to pay for the Company’s tax obligations, if any, and which may be withdrawn for working capital purposes.

We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business

September 7, 2020, the Company entered into the Merger Agreement with Advantage.

The Transactions are expected to close in the

fourth quarter of 2020.

Concurrent with the execution of the Merger Agreement, we also entered

into the Sponsor Agreement, the Stockholders Agreement, the Registration Rights Agreement and the Investor Subscription Agreements.

of Operations

entire activity since inception through September 30, 2020 related to our formation, the preparation for the Initial Public Offering,

and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

We have neither

engaged in any operations nor generated any revenues to date.

We will not generate any operating revenues until after completion

of our initial Business Combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses.

the three months ended September 30, 2020, we had net loss of $4,980,376, which consisted of $34,433 in interest earned on cash

equivalents and marketable securities held in the Trust Account, offset by $4,968,078 in general and administrative costs.

the three months ended September 30, 2019, we had net income of $1,163,222, which consisted of $1,697,230 in interest earned on

cash equivalents and marketable securities held in the Trust Account, offset by $138,090 in general and administrative costs.

the nine months ended September 30, 2020, we had net loss of $4,061,355, which consisted of $1,705,394 in interest earned on cash

equivalents and marketable securities held in the Trust Account, offset by $5,290,116 in general and administrative costs.

the period from May 2, 2019 through September 30, 2019, we had net income of $1,161,222, which consisted of $1,697,230 in interest

earned on cash equivalents and marketable securities held in the Trust Account, offset by $140,090 in general and administrative

/ Going Concern and Capital Resources

of September 30, 2020, we had $514,982 in our operating bank account, working capital deficit of $3,921,932 and $5,275,531 of

interest income available in the Trust Account to pay for our tax obligations, if any, and which may be withdrawn for working

capital purposes.

We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

a business combination.

liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital

3 unchanged sentences

to us for offering expenses.

We have fully repaid this advance from our Sponsor as of June 30, 2020.

Subsequent to the

consummation of the Initial Public Offering and Private Placement, our liquidity needs

have been satisfied from the proceeds from the consummation of the Private Placement not held in the Trust Account.

in order to finance transaction costs in connection with a Business Combination, our

Sponsor or an affiliate of our Sponsor, or our officers and directors may, but are

not obligated to, provide us Working Capital Loans.

As of June 30, 2020, there were no amounts

outstanding under any Working Capital Loan.

We have fully repaid this advance from our Sponsor as of September 30, 2020.

Subsequent to the consummation

of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied from the proceeds from the consummation

of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with

a Business Combination, our Sponsor or an affiliate of our Sponsor, or our officers and directors may, but are not obligated to,

provide us Working Capital Loans.

As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.

continue to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

3 unchanged sentences

do not include any adjustments that might result from the outcome of this uncertainty.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor

or an affiliate of our Sponsor, or our officers and directors to

meet our needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period,

we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination

candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business

to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Contractual Obligations

Underwriting Agreement

We granted the underwriters

a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 6,000,000 Over-Allotment

Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment Units.

Assuming the partial

exercise of the underwriters’

over-allotment option for 5,000,000 Over-Allotment Units, the underwriters were entitled to

underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred

underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely

in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative Support Agreement

Commencing on the effective

date of the Initial Public Offering, we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and

secretarial and administrative support.

Upon completion of the initial Business Combination or our liquidation, we will cease paying

these monthly fees.

During the three and six months ended June 30, 2020, the Company incurred $30,000 and $60,000, respectively,

in expenses in connection with such services, as reflected in the accompanying unaudited condensed statement of operations.

of June 30, 2020 and December 31, 2019, we had approximately $120,000 and $60,000, respectively, in accounts payable for related

party in connection with such services as reflected in the accompanying unaudited condensed balance sheets.

Registration and Stockholder Rights

The holders of Founder

Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled

to registration rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation

of the Initial Public Offering.

liquidity and mandatory liquidation date raises substantial doubt about our ability to continue as a going concern through July

22, 2021, our scheduled liquidation date.

granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase

up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting

discounts and commissions.

On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment

the partial exercise of the underwriters’

over-allotment option for 5,000,000 Over-Allotment Units, the underwriters were

entitled to underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public

In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for

deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust

Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative

Support Agreement

on the effective date of the Initial Public Offering, we agreed to pay our Sponsor a total of $10,000 per month for office space,

utilities and secretarial and administrative support.

Upon completion of the initial Business Combination or our liquidation,

we will cease paying these monthly fees.

During the three and nine months ended September 30, 2020, we incurred $30,000 and $90,000,

respectively, in expenses in connection with such services, as reflected in the accompanying unaudited condensed statement of

As of September 30, 2020 and December 31, 2019, we had approximately $150,000 and $60,000, respectively, in accounts

payable for related party in connection with such services as reflected in the accompanying unaudited condensed balance sheets.

and Stockholder Rights

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection

with the consummation of the Initial Public Offering.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement

filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to

be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies

Class A Common Stock Subject to Possible Redemption

Class A common stock

subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally

redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

However, the registration and stockholder rights agreement provides that we will not permit any registration

statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities

to be registered.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Accounting Policies

A Common Stock Subject to Possible Redemption

A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the our control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2020 and December 31, 2019, 43,405,068

and 43,313,166 shares of Class A common stock are subject to possible redemption are presented as temporary equity, outside of

the stockholders’

Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject

to the occurrence of uncertain future events.

Accordingly, at September 30, 2020 and December 31, 2019, 42,907,031 and 43,313,166

shares of Class A common stock are subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section of our condensed balance sheets, respectively.

Net Income Per Share

Net income per share

is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods.

Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase

an aggregate of 18,583,333 shares of the Company’s Class A common stock in the calculation of diluted income per share, since

their inclusion would be anti-dilutive under the treasury stock method.

The Company’s

unaudited condensed statement of operations include a presentation of income per share for common stock subject to redemption in

a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for Class A common stock

Income Per Share

income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during

We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to

purchase an aggregate of 18,583,333 shares of our Class A common stock in the calculation of diluted income per share, since their

inclusion would be anti-dilutive under the treasury stock method.

unaudited condensed statement of operations include a presentation of income per share for common stock subject to redemption

in a manner similar to the two-class method of income per share.

Net loss per share, basic and diluted for Class A common stock

are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $34,433,

net of applicable taxes of $31,164 and working capital of $398,383 (up to $1,000,000) available to be withdrawn from the Trust

Account, resulting in a total of $17,629 for the three months ended June 30, 2020 by the weighted average number of shares of Class

Account, resulting in a total of $395,114 for the three months ended September 30, 2020 by the weighted average number of shares

of Class A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common stock are calculated

by dividing the interest income earned on investments and marketable securities held in the Trust Account of $1,705,394, net of

applicable taxes of $476,633 and working capital of $720,420 (up to $1,000,000) available to be withdrawn from the Trust Account,

resulting in a total of $508,341 for the nine months ended September 30, 2020 by the weighted average number of shares of Class

A common stock outstanding for the period.

Net loss per share, basic and diluted for Class A common stock are calculated by dividing

the interest income earned on investments and marketable securities held in the Trust Account of $1,697,230, net of applicable

taxes of $395,918 and working capital of $138,090 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting

in a total of $1,163,222 for the three months ended September 30, 2019 by the weighted average number of shares of Class A common

stock outstanding for the period.

Net income per share, basic and diluted for Class A common stock are calculated by dividing

1 unchanged sentence

taxes of $395,918 and working capital of $140,090 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting

in a total of $919,022 for the six months ended June 30, 2020 by the weighted average number of shares of Class A common stock

outstanding for the period.

Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income,

less income attributable to Class A common stock by the weighted average number of shares of Class B common stock outstanding for

Recent Accounting Pronouncements

Our management does

not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect

on the accompanying financial statements.

Off-Balance Sheet Arrangements

As of June 30, 2020,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

On April 5, 2012, the

JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

in a total of $1,161,222 for the period from May 2, 2019 (inception) through September 30, 2019 by the weighted average number

of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted for Class B common stock is

calculated by dividing the net income, less income attributable to Class A common stock by the weighted average number of shares

of Class B common stock outstanding for the periods.

Accounting Pronouncements

management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have

a material effect on the accompanying financial statements.

Sheet Arrangements

of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act will be allowed

to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

such, our financial statements may not be comparable to companies that comply with public company effective dates.

As an “emerging

growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system

of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may

be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)

comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s

report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv)

disclose certain executive compensation related items such as the correlation between executive compensation and performance and

comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years

following the completion of our initial public offering or until we are no longer an “emerging growth company,”

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this

and under the JOBS Act

will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly

traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply

with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As such, our financial statements may not be comparable to companies that comply with public company effective

an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation

disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection

Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement

to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion

and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for

a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth

company,”

whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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-Q

Item 1. Financial Statements