What changed in this filing

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Item 1. Business

2021-03-18 compared with 2020-03-12 · 279 added, 1059 removed, 0 unchanged (100% of the section changed)

We are a blank check

company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual

Report as our initial business combination.

We seek to capitalize

on the more than 80 years of combined experience of our founders Roger K.

Deromedi, Jason K.

Giordano and Chinh E.

founders have known and had business relationships with one another for over 10 years.

We believe our founders’

and complementary backgrounds can have a transformative impact on a target business.

Although we may pursue targets in any industry,

we intend to focus our search for a business combination target on businesses that complement our management team’s experience

acquiring and operating businesses in the consumer goods industry and related sectors.

Our founders intend to focus our efforts

on companies where we believe the combination of our founders’

operating experience, deal-making track record, professional

relationships, and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and

provide opportunities for an attractive return to our shareholders.

Our founder Roger

Deromedi has over 40 years of operational experience in the consumer goods sector, overseeing multiple businesses and iconic

consumer brands.

Most recently, Mr.

Deromedi was Independent Chairman and Lead Director of Pinnacle Foods, Inc., or Pinnacle

PF), a manufacturer and marketer of consumer branded food products whose key brands include Birds Eye, Duncan Hines,

Vlasic, Wishbone, Aunt Jemima, Mrs.

Butterworth, Log Cabin, Udi’s, Glutino and Gardein , among

Deromedi served as either Independent or Non-Executive Chairman of Pinnacle Foods from 2009 to 2018, including

through its initial public offering in 2013, and served as its Executive Chairman from 2007 to 2009.

From 2013 to 2015, Mr.

was an Executive Advisor for The Blackstone Group L.P., or Blackstone, in the consumer goods sector and was an independent advisor

to Blackstone from 2007 to 2013, including advising Blackstone on its purchase of Pinnacle Foods in 2007.

From 2003 to 2006, Mr.

was Chief Executive Officer of Kraft Foods, Inc., or Kraft, at the time one of the world’s largest food companies, with iconic

brands such as Kraft , Maxwell House , Nabisco , Oscar Mayer and Philadelphia .

During this time, he integrated Kraft’s separate North American and International businesses.

Prior to this, he was Co-Chief

Executive Officer of Kraft from 2001 to 2003 during which time there was an initial public offering of the company in 2001, raising

approximately $8.7 billion in gross proceeds.

Deromedi was previously President of Kraft Foods International, President

of the company’s Asia Pacific business and President of Kraft’s Western European business, based in Zurich.

served as Area Director of the company’s business in France, Iberia and Benelux, based in Paris, and was General Manager

of Kraft’s cheese and specialty products businesses in the United States.

He began his career with General Foods, Kraft’s

predecessor company, in 1977 where he held various marketing positions.

Deromedi previously served on the board of directors

of Pinnacle Foods, Kraft and The Gillette Company, Inc.

Our founder Jason

Giordano has over 15 years of investment and acquisition experience, with a focus in consumer goods and related sectors.

Giordano has been a Senior Managing Director at CC Capital Partners LLC, or CC Capital, since November 2018.

Previously, Mr.

was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging

and chemicals sectors.

During his over 11 year tenure at Blackstone from 2006 to 2017, Mr.

Giordano was involved in 12 initial

and follow-on acquisitions representing over $10 billion of transaction value, including several investments in consumer, retail

and related businesses.

Prior to Blackstone, Mr.

Giordano was a private equity investment professional at Bain Capital, LP and

an investment banker with Goldman, Sachs, & Co.

Giordano has served on the board of directors of numerous public and private

companies, including Pinnacle Foods, Inc., a U.S.-based manufacturer and marketer of branded food products, Crocs, Inc.

CROX), a global supplier of branded footwear, AVINTIV Inc., or AVINTIV, a global supplier of specialty materials primarily sold

to consumer goods manufacturers, Outerstuff LLC, a leading U.S.

supplier of licensed children’s sports apparel, and Ascend

Learning, LLC, a provider of online professional training tools and educational software.

He also served as a board advisor to

Trilliant Food & Nutrition LLC, a manufacturer of private label food and beverage products.

Our founder Chinh

Chu has over 25 years of investment and acquisition experience.

Chu co-founded CF Corporation for the

purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses.

On November 30, 2017, CF Corporation consummated the acquisition of Fidelity & Guaranty Life,

a provider of annuities and life insurance products (the “FGL business combination”).

In connection with the FGL business

combination, the name of the company was changed from “CF Corporation”

to “FGL Holdings”

serves as Co-Executive Chairman of FGL Holdings.

Chu is also the Founder and the Senior Managing Partner of CC Capital,

a private investment firm.

As Senior Managing Director of CC Capital, Mr.

Chu led the effort to take The Dun & Bradstreet Corporation

private in a $7.2 billion transaction that closed in February 2019.

Chu was previously a Senior Managing Director at Blackstone,

where, at the time of his departure, he was the longest tenured partner other than Stephen A.

During the period from

1990 to 2015, Mr.

Chu led numerous investments across multiple sectors, including technology, financial services, chemicals,

specialty pharma and healthcare products, and packaging.

Chu also served, at various points, as the Co-Chair of Blackstone’s

Private Equity Executive Committee, a member of Blackstone Capital Partners’

Investment Committee and a member of Blackstone’s

Executive Committee.

Chu currently serves as a director of The Dun & Bradstreet Corporation, FGL Holdings, NCR Corporation

NCR) and Stearns Mortgage and has previously served as a director of various companies including AVINTIV, Graham Packaging,

Kronos Incorporated, SunGard Data Systems, Inc., the London International Financial Futures and Options Exchange, BankUnited Inc.,

Celanese Corporation, Nalco Company, Nycomed, Stiefel Laboratories and AlliedBarton Security Services.

Our founders have

known or worked together for over 10 years.

From 2006 to 2015, our founders worked with one another as private equity investment

professionals or advisors to Blackstone, evaluating numerous investment opportunities and serving together on boards of directors.

Deromedi served as either Executive Chairman or Chairman of the board of directors of Pinnacle Foods from 2007 to 2018, where

Giordano served as a director from 2007 to 2015.

Deromedi’s tenure, Pinnacle Foods reported that its Adjusted

EBITDA nearly tripled from 2007 to 2017 as net income (loss) grew from $(115.4) million to $532.2 million, while Adjusted EBITDA

as a percentage of net sales expanded by over 600 basis points over the same period.

Over that time, Pinnacle Foods acquired and

successfully integrated multiple businesses including Birds Eye Foods, Wishbone, Gardein and Boulder Brands, consistently meeting

or exceeding synergy targets.

From its initial public offering in March 2013 to its sale to ConAgra Foods in October 2018, the

share price of Pinnacle Foods’s common stock increased by 233.3% (as of October 23, 2018), representing a 24.1% annualized

return, or approximately 6.1x the increase in the S&P 500 Consumer Staples index and 3.2x the increase in the S&P 500 index

over the same time period.

Giordano also served together on the board of directors of AVINTIV.

AVINTIV (f/k/a Polymer

Group, Inc.) is a manufacturer of specialty materials primarily sold to consumer goods companies for various applications, including

baby diapers, feminine hygiene products, disinfecting or facial wipes, and other applications.

From 2011 to 2015, AVINTIV successfully

acquired and integrated three complementary businesses that expanded its geographic reach and product offering.

AVINTIV was acquired

by Blackstone in 2011 for approximately $850 million and sold to a strategic buyer in 2015 for approximately $2.45 billion.

Business Strategy

Our business strategy

is to identify and complete our initial business combination with a company that complements the experiences and skills of our

management team and can benefit from their operational expertise.

Our selection process leverages our founders’

deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated

opportunities.

This network has been developed through our founders’

extensive experience and demonstrated success in both

investing in and operating businesses in our target sectors and across a variety of industries, including:

• a track record of successfully identifying, acquiring,

and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment

• experience deploying a proven value creation toolkit

including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating

strategic acquisitions;

• an extensive history of accessing the capital markets

across various business cycles, including financing businesses and assisting companies with the transition to public ownership;

• significant experience with public company governance,

with our founders having served in key roles on numerous public company boards.

We believe that our

management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop

and an opportunity for transformational growth.

Our founders’

objectives are to generate attractive returns for shareholders

and enhance value through improving operational performance of the acquired company.

We intend to favor opportunities with certain

industry and business characteristics.

Key industry characteristics include stable long-term growth trends and industry fundamentals,

attractive competitive dynamics, opportunities to benefit from secular changes in consumer behavior (including shifting consumer

demographics, changing consumer shopping behaviors and evolving consumer preferences), limited “fad”

or technological

disruption risks and potential consolidation opportunities.

Key business characteristics include predictable and recurring revenues,

attractive market positions and competitive advantages, strong operating margins and free cash flow characteristics, opportunities

for operational improvement and scalable business models.

Our sponsor and our

independent directors have agreed to make an aggregate investment of $35,000,000 in us at the time of our initial business combination.

We entered into forward purchase agreements with our sponsor and our independent directors which provide for the purchase of an

aggregate of 3,500,000 Class A ordinary shares, plus an aggregate of 1,166,666 redeemable warrants to purchase one Class A

ordinary share at $11.50 per share, for an aggregate purchase price of $35,000,000, or $10.00 per Class A ordinary

share, in a private placement to close concurrently with the closing of our initial business combination.

These purchases will

be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders.

The forward purchase securities

will be issued only in connection with the closing of the initial business combination.

The proceeds from the sale of forward purchase

securities may be used to fund part of the consideration to the sellers in our initial business combination, expenses in connection

with our initial business combination or for working capital in the post-transaction company.

Acquisition Criteria

Consistent with our

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

prospective target businesses.

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

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

to acquire companies that we believe:

are fundamentally sound but are underperforming their potential;

exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;

are at an inflection point where we believe we can drive improved financial performance;

offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

can benefit from our founders’

knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses;

are valued attractively relative to their existing cash flows and potential for operational improvement;

offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

These criteria are

not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based,

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

deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not

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

communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of

proxy solicitation materials or tender offer documents that we would file with the U.S.

Securities and Exchange Commission (the

“SEC”).

Our Acquisition Process

In evaluating a prospective

target business, we intend to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent

management and employees, document reviews and inspection of facilities, as well as a review of financial and other information

that will be made available to us.

We are not prohibited

from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.

event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,

we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member

of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point

Members of our management

team and our independent directors directly or indirectly own founder shares and/or private placement warrants as well as entered

into agreements to purchase forward purchase securities and, accordingly, may have a conflict of interest in determining whether

a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each

of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the

retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with

respect to our initial business combination.

Each of our officers

and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities

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

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

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

obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman

Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate

opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her

capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect

our ability to complete our initial business combination.

In addition, our sponsor

and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other

business or investment ventures during the period in which we are seeking an initial business combination.

Any such companies,

businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

We previously filed

a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities

Exchange Act of 1934, as amended, or the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under

the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange

Act prior or subsequent to the consummation of our initial business combination.

Significant activities since inception

On October 10, 2018,

the company consummated the initial public offering of 44,000,000 units, including the issuance of 4,000,000 units as a result

of the underwriters’

partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $440 million,

and incurring offering costs of approximately $25.02 million, inclusive of $15.45 million in deferred legal fees and

underwriting commissions.

Simultaneously with

the closing of the initial public offering, the company consummated the private placement of 7,200,000 private placement warrants

at a price of $1.50 per warrant to the sponsor, generating gross proceeds of $10.8 million.

Upon the closing of

the initial public offering and the private placement, $440 million ($10.00 per unit) of the net proceeds of the sale of the

units in the initial public offering and the private placement was placed in a trust account and was invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as

a money market fund selected by the company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of

the Investment Company Act, as determined by the company, until the earlier of:

(i) the completion of an initial business

combination and (ii) the distribution of the trust account as described below.

Our units began trading

on October 5, 2018 on the New York Stock Exchange (the “NYSE”) under the symbol “CCH.U.”

Commencing on

November 26, 2018, the securities comprising the units began separate trading.

The ordinary shares and warrants are trading on

the NYSE under the symbols “CCH”

and “CCH WS,”

respectively.

Initial Business Combination

The rules of the NYSE

require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market

value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital

purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive

agreement in connection with our initial business combination.

If our board of directors is not able to independently determine

the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm

which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria.

While we consider

it unlikely that our board of directors will not be able to make such independent determination of fair market value, it may be

unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount

of uncertainty as to the value of the target’s assets or prospects, including if such company is at an early stage of development,

operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the

board of directors determines that outside expertise would be helpful or necessary in conducting such analysis.

As any such opinion,

if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material

information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such

opinion would be distributed to our shareholders.

However, if required by Schedule 14A of the Exchange Act, any proxy solicitation

materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include

such opinion.

We anticipate structuring

our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order

to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business

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

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

under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of

the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction

company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a transaction

in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

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

However, as a result of the issuance of a substantial number

of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding

shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business

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

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

If the business combination involves more than one

target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

Target Industry Overview

We intend to focus

our search for a business combination target in the consumer goods industry and related sectors.

We believe these areas represent

attractive segments of the economy in which to execute an initial business combination and generate attractive returns for our

shareholders.

We believe there are

numerous founder- and privately-owned businesses in these sectors that could benefit from our active ownership, operating model

and capital to scale their businesses.

We also believe that there may be opportunities to effectuate corporate carve-outs of non-core

businesses that could benefit from increased attention and investment under our ownership.

We believe this opportunity is enhanced

by recent consolidation in the sector (which could fuel corporate divestures and portfolio rationalization) and recent reductions

to federal corporate tax rates (which may increase net proceeds to corporate sellers).

We believe we represent an attractive business

combination alternative to owners in our target sectors given (a) the significant demand for equities by public market investors

who understand these sectors and often value the perceived stability and cash flow generation of consumer and related assets, (b) the

potential for well-run, diversified and scaled businesses to trade at a premium relative to potential private transaction values

for smaller consumer and related assets and (c) our potential to add significant value to target businesses through our management

team’s experience and operational strategies.

We also believe consumer goods and related sectors may present attractive returns

for investors during this stage in the economic cycle as our experience has shown that numerous sub-segments, such as consumer

staples, have historically exhibited limited cyclicality and resilience to economic recessions.

Although we expect

the consumer goods industry and related sectors to offer an array of potential target businesses with relatively stable and recurring

cash flows, the sector is undergoing a number of fundamental changes which we believe will impact relative growth rates and performance

going forward.

These changes include shifting consumer demographics (including an increase in ethnic diversity, the aging of baby

boomers, and the transition of millennials into prime spending years), changing consumer shopping behaviors (including the increased

use of technology by consumers to research and purchase consumer goods and by brand owners to cost-effectively communicate with

consumers) and evolving consumer preferences (including an increased focus on health and wellness, an expanding appeal for customized,

authentic or local products, a growing focus on social responsibility, a shift of consumer spending toward experiences and the

bifurcation of spending into premium and value purchases).

The retail segment is also experiencing significant change, including

disruption of substantial portions of the industry by technology and direct-to-consumer distribution models.

We intend to focus

our search for a business combination target on fundamentally sound businesses that we believe have a competitive advantage, can

be industry leaders, can scale rapidly, can capitalize on one or more of the above trends, and where there is substantial opportunity

for operational improvements.

We intend to avoid target businesses experiencing or at significant risk of experiencing material

disruption to their businesses from technology, shifting consumer preferences or other factors.

Operating Model

We intend to focus

our search for a business combination target on businesses that can benefit from the industry knowledge and operational experience

of our management team and where we believe there are opportunities for operational improvements.

We believe we can generate attractive

returns for our investors in relatively stable industry sub-sectors through implementation of our operational strategies focused

on enhancing organic growth, realizing supply chain efficiencies and streamlining costs and pursuing strategic acquisitions that

enhance the overall business profile and offer significant synergy opportunities.

Our strategies to enhance organic growth may

include accelerating revenues of existing products through innovation, sales enhancements, improving returns on marketing investments,

optimizing promotional spending, or other process improvements.

They may also include expanding revenues via new product offerings

or expansion into new channels of distribution or geographic areas.

Our strategies to realize supply chain efficiencies and streamline

costs may include implementation of company-wide productivity programs (including “LEAN”

or similar initiatives), investments

in technology or equipment, optimization of procurement (including through e-auctions and other tools), reducing distribution costs

(including through use of technology and software tools), and refinements to organizational structure, reporting layers, spans

of control and other variables.

We also intend to evaluate strategic follow-on acquisitions that may accelerate our revenue growth,

enhance our market position or generate meaningful cost synergies.

We believe the effective implementation of the above strategies

has the potential to meaningfully accelerate earnings growth of a target business.

Our experience has shown such improved performance

can also result in public market investors or potential acquirers valuing the company at a higher multiple of earnings or cash

flows, further enhancing shareholder returns.

While there can be no guarantees we will identify a target where each or any of these

strategies is applicable or that we will effectively implement these strategies, we believe our management’s experience pursuing

similar strategies will be attractive to potential sellers, management teams and our shareholders.

Status as a Public Company

We believe our structure

makes us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business

an alternative to a traditional initial public offering through a merger or other business combination with us.

In a business combination

transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business

for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares

and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find

this method a more expeditious and cost effective method to becoming a public company than a typical initial public offering.

typical initial public offering process can take a significantly longer period of time than a potential transaction with us, and

there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may

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

Furthermore, once

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

offering is always subject to the underwriters’

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

could prevent the offering from occurring.

Once public, we believe the target business would then have greater access to capital,

an additional means of providing management incentives consistent with shareholders’

interests and the ability to use its

shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile

among potential new customers and vendors and aid in attracting talented employees.

While we believe that

our structure and our management team’s background makes us an attractive business partner, some potential target businesses

may view our status as a special purpose acquisition company, including our lack of an operating history and our potential need

to seek shareholder approval of a proposed initial business combination, negatively.

We are an “emerging

growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

We will remain

an emerging growth company until the earlier of  

(1) the last day of the fiscal year (a) following the

fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at

least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our

Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the

date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are

a “smaller reporting company”

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

Smaller reporting companies may take advantage

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

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

shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during

such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior

Financial Position

As of December 31,

2019, we had $451,020,841 in the trust account that we may use to complete our initial business combination (after payment of offering

costs, including the $15,450,000 in deferred underwriting commissions and deferred legal fees).

We offer a target business a variety

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

or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business combination

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

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

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

Effecting Our Initial Business Combination

We are not presently

engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering.

intend to effectuate our initial business combination using cash from the proceeds of our initial public offering, the private

placements of the private placement warrants and the forward purchase securities, our equity, debt or a combination of these or

other sources as the consideration to be paid in our initial business combination.

If our initial business

combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment

of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares,

we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance

or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in

completing our initial business combination, to fund the purchase of other companies or for working capital.

We may need to obtain

additional financing to complete our initial business combination, either because the transaction requires more cash than is available

from the proceeds held in our trust account and the proceeds from the issuance of the forward purchase securities or because we

become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case

we may issue additional securities or incur debt in connection with such business combination.

There are no prohibitions on our

ability to issue securities or incur debt in connection with our initial business combination.

Other than the forward purchase

agreements, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional

funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

Our process of identifying

acquisition targets leverages our management team’s unique industry experiences, proven deal sourcing capabilities and broad

and deep network of relationships, including executives and management teams, private equity groups and other institutional investors,

large business enterprises, lenders, investment bankers and other investment market participants, consultants, attorneys and accountants,

which we believe should provide us with a number of business combination opportunities.

The collective experience, capability and

network of our founders, directors and officers, combined with their individual and collective reputations in the investment community,

helps to create prospective business combination opportunities.

In addition, we anticipate

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

and private investment funds.

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

solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may

be interested on an unsolicited basis, since many of these sources will have read our final prospectus relating to our initial

public offering and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may

also bring to our attention target business candidates of which they become aware through their business contacts as a result of

formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

While we do not presently

anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal

basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting

fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not

otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management

determines is in our best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction,

in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our sponsor or any

of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting

fee or other compensation by the company (other than as outlined below) for services rendered prior to, or for any services they

render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it

However, commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our

initial business combination or our liquidation, we will pay $10,000 per month to an affiliate of our sponsor for office space,

secretarial and administrative services provided to members of our management team and our sponsor, executive officers and directors,

or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

such payments prior to our initial business combination will be made from funds held outside the trust account.

We are not prohibited

from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers

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

or directors.

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

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

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

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

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

Evaluation of a Target Business and

Structuring of Our Initial Business Combination

In evaluating a prospective

target business, we intend to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as

well as a review of financial, operational, legal and other information which will be made available to us.

If we determine to

move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required

to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated

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

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

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

Lack of Business Diversification

For an indefinite

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

future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple

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

the risks of being in a single line of business.

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

lack of diversification may:

• subject us to negative economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our

initial business combination;

• cause us to depend on the marketing and sale of a single

product or limited number of products or services.

Limited Ability to Evaluate the Target’s

Management Team

Although we will scrutinize

closely the management of a prospective target business when evaluating the desirability of effecting our initial business combination

with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future

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

Furthermore, the future role

of members of our management team, if any, in the target business cannot presently be stated with any certainty.

The determination

as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial

business combination.

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

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

initial business combination.

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

or knowledge relating to the operations of the particular target business.

We cannot assure you

that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination

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

Following a business

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

assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability

to Approve Our Initial Business Combination

We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated

memorandum and articles of association.

However, we will seek shareholder approval if it is required by law or applicable stock

exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.

Under the NYSE’s

listing rules, shareholder approval would be required for our initial business combination if, for example:

• We issue (other than in a public offering for cash) ordinary

shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding

or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

• Any of our directors, officers or substantial securityholders

(as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired

and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible

or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance

in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding

before the issuance in the case of any substantial securityholders;

• The issuance or potential issuance of ordinary shares

will result in our undergoing a change of control.

Permitted Purchases of Our Securities

If we seek shareholder

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

pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates

may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following

the completion of our initial business combination.

However, they have no current commitments, plans or intentions to engage in

such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account

will be used to purchase shares or public warrants in such transactions.

If they engage in such transactions, they will not make

any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases

are prohibited by Regulation M under the Exchange Act.

In the event that

our sponsor, initial shareholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

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

to revoke their prior elections to redeem their shares.

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

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

rules under the Exchange Act;

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

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

The purpose of any

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

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

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

it appears that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce

the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval

in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial

business combination that may not otherwise have been possible.

In addition, if such

purchases are made, the public “float”

of our Class A ordinary shares or public warrants may be reduced and the

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

listing or trading of our securities on a national securities exchange.

Our sponsor, initial

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

initial shareholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders

contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary

shares) following our mailing of proxy materials in connection with our initial business combination.

To the extent that our sponsor,

officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact potential selling

shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against

our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business

combination but only if such shares have not already been voted at the shareholder meeting related to our initial business combination.

Our sponsor, executive officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares

from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase

shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers,

directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5

of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to

the extent such purchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our

public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of

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

account calculated as of two business days prior to the consummation of the initial business combination, including interest (net

of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations described herein.

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

The per share amount we will distribute

to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised

must identify itself in order to validly redeem its shares.

Our initial shareholders entered into agreements with us, pursuant

to which they agreed to waive their redemption rights with respect to their founder shares and public shares in connection with

the completion of our initial business combination.

The other members of our management team entered into agreements similar to

the one entered into by our sponsor with respect to any public shares acquired by them in or after our initial public offering.

Limitations on Redemptions

Our amended and restated

memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause

our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

However, the proposed business combination may require:

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

cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to

satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration

we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required

to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption

will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our

public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of

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

or (ii) by means of a tender offer.

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

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

of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law

or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer

rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder

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

outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder

We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required

by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules

of the SEC for business or other legal reasons.

If we held a shareholder

vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:

• conduct the redemptions in conjunction with a proxy solicitation

pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

• file proxy materials with the SEC.

In the event that

we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,

provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder

approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor

of the business combination.

In such case, our initial shareholders agreed to vote their founder shares and any public shares purchased

during or after our initial public offering in favor of our initial business combination.

As a result, in addition to our initial

shareholders’

founder shares, we would need 16,062,501, or 36.51%, of the 44,000,000 public shares to be voted in favor of

an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed

If we conduct redemptions

pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

• conduct the redemptions pursuant to Rule 13e-4 and

Regulation 14E of the Exchange Act, which regulate issuer tender offers;

• file tender offer documents with the SEC prior to completing

our initial business combination which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation

Upon the public announcement

of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1

to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to

comply with Rule 14e-5 under the Exchange Act.

In the event we conduct

redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance

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

the expiration of the tender offer period.

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

more than the number of public shares we are permitted to redeem.

If public shareholders tender more shares than we have offered

to purchase, we will withdraw the tender offer and not complete the initial business combination.

Limitation on Redemption upon Completion

of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder

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

pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess

Shares (as defined further below).

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

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

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

on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold

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

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

By limiting our

shareholders’

ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent,

we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete

our initial business combination, particularly in connection with a business combination with a target that requires as a closing

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

However, we would

not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial

business combination.

Tendering Share Certificates in Connection

with a Tender Offer or Redemption Rights

In connection with

any vote held to approve a proposed business combination, public shareholders seeking to exercise their redemption rights, whether

they are record holders or hold their shares in “street name,”

will be required to either tender their certificates

(if any) to our transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s

DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case no later than two business days prior

to the initially scheduled vote on the proposal to approve the business combination.

The proxy solicitation or tender offer materials,

as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate

the applicable delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption

right is being exercised must identify itself in order to validly redeem its shares.

Accordingly, a public shareholder would have

from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior

to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek

to exercise its redemption rights.

Given the relatively short period in which to exercise redemption rights, it is advisable for

shareholders to use electronic delivery of their public shares.

There is a nominal

cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up

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

However, this fee would be incurred regardless of whether

or not we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement

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

In addition, if we

conduct redemptions in connection with a shareholder vote, a public shareholder seeking redemption of its public shares must also

submit a written request for redemption to our transfer agent at least two business days prior to the vote in which the name of

the beneficial owner of such shares is included.

Any request to redeem

such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal

to approve the business combination, unless otherwise agreed to by us.

Furthermore, if a holder of a public share delivered its

certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

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

promptly after the completion of our initial business combination.

If our initial business

combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption

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

In such case,

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

If our initial proposed

business combination is not completed, we may continue to try to complete a business combination with a different target until

24 months from the closing of our initial public offering.

Redemption of Public Shares and Liquidation

If No Initial Business Combination

Our amended and restated

memorandum and articles of association provide that we will have only 24 months from the closing of our initial public offering

to complete our initial business combination.

If we are unable to complete our initial business combination within such 24-month

period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but

not more than five 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 (less up to $100,000 of interest to pay dissolution expenses and

net of taxes paid or payable), divided by the number of then outstanding public shares, which redemption will completely extinguish

public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any) and

(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our

board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands

law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption

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

business combination within the 24-month time period.

Our initial shareholders

entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account

with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing

of our initial public offering.

However, if our initial shareholders or management team acquire public shares in or after our initial

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

we fail to complete our initial business combination within the allotted 24-month time period.

Our sponsor, executive

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

and restated memorandum and articles of association to modify the substance or timing of our obligation to provide for the redemption

of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete

our initial business combination within 24 months from the closing of our initial public offering, unless we provide our public

shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes paid or payable),

divided by the number of then outstanding public shares.

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

our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy

the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such

We expect that all

costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from

amounts held outside the trust account plus up to $100,000 of funds from the trust account

available to us to pay dissolution expenses , although we cannot assure you that there will be sufficient funds for such

We will depend on sufficient interest being earned on the proceeds held in the trust account to provide us with additional

cash to pay any tax obligations that we may owe.

If we were to expend

all of the net proceeds of our initial public offering, other than the proceeds deposited in the trust account, and without taking

into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution

would be $10.00.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which

would have higher priority than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption

amount received by shareholders will not be less than $10.00.

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

that we will have funds sufficient to pay or provide for all creditors’

Although we will seek

to have vendors, service providers, prospective target businesses and other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of

our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach

of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case

in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider

whether competitive alternatives are reasonably available to the company, and will only enter into an agreement with such third

party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third

party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other

consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute

The underwriters of our initial public offering will not execute an agreement with us waiving such claims to the monies

held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in

the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against

the trust account for any reason.

In order to protect the amounts held in the trust account, our sponsor agreed that it will be

liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target

business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination

agreement, reduce the amount of funds in the trust account to below the lesser of 

(i) $10.00 per public share and (ii)

the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than

$10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held

in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters

of our initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, we have not asked our sponsor to reserve for such indemnification obligations, nor

have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that

our sponsor’s only assets are securities of our company.

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

satisfy those obligations.

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

claims by vendors and prospective target businesses.

In the event that

the proceeds in the trust account are reduced below the lesser of 

(i) $10.00 per public share and (ii) the actual amount

per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share

due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable

to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent

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

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

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so

in any particular instance.

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

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

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

to have vendors, service providers, prospective target businesses or other entities with which we do business execute agreements

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

Our sponsor will also

not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,

including liabilities under the Securities Act.

In the event that we liquidate and it is subsequently determined that

our funds available for claims and liabilities are insufficient, shareholders who received funds from our trust account could be

liable for claims made by creditors.

If we file a bankruptcy

petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account

could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third

parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, we cannot

assure you we will be able to return $10.00 per share to our public shareholders.

Additionally, if we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could

be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent

conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders.

our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith,

and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account

prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders

will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we

do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in

connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance

or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination

or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing

of our initial public offering or (iii) if they redeem their respective shares for cash upon the completion of the initial business

In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.

the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection

with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata

share of the trust account.

Such shareholder must have also exercised its redemption rights described above.

These provisions of

our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and

articles of association, may be amended with a shareholder vote.

In identifying, evaluating

and selecting a target business for our initial business combination, we may encounter intense competition from other entities

having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged

buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established

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

Moreover, many of

these competitors possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target

businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing

the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise

their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants,

and the future dilution they potentially represent, or the possible need for us to conduct a shareholder vote to approve the transaction,

may not be viewed favorably by certain target businesses.

Any of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

We currently maintain

our executive offices at 200 Park Avenue, 58th Floor, New York, New York 10166.

The cost for our use of this space

is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services.

We consider our current office space adequate for our current operations.

We currently have

three executive officers:

Deromedi, Jason K.

Giordano and Chinh E.

These individuals are not obligated to devote

any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs

until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based

on whether a target business has been selected for our initial business combination and the stage of the business combination process

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

Periodic Reporting and Financial Information

Our units, Class A

ordinary shares and warrants are registered under the Exchange Act and we have reporting obligations, including the requirement

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

In accordance with the requirements of the Exchange Act, our annual

reports contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials,

as applicable, sent to shareholders.

These financial statements may be required to be prepared in accordance with, or reconciled

to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance

with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may

acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance

with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that

any particular target business identified by us as a potential business combination candidate will have financial statements prepared

in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial

statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may not

be able to acquire the proposed target business.

While this may limit the pool of potential business combination candidates, we

do not believe that this limitation will be material.

We are required to

evaluate our internal control procedures as required by the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act.

event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company,

will we be required to comply with the independent registered public accounting firm attestation requirements on our internal control

over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley

Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete

our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its

internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act

may increase the time and costs necessary to complete any such acquisition.

We previously filed

a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention

of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation

of our initial business combination.

We are a Cayman Islands

exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as

such, are exempted from complying with certain provisions of the Companies Law.

As an exempted company, we applied for and received,

a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law

(2020 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted

in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations

and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty

or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the

withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or

a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging

growth company,”

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

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

As such, we are eligible to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval

of any golden parachute payments not previously approved.

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

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

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended transition period

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

In other words,

an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

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

We will remain an

emerging growth company until the earlier of  

(1) the last day of the fiscal year (a) following the fifth

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

$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A

ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on

which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are

a “smaller reporting company”

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

Smaller reporting companies may take advantage

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

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

shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during

such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior

Legal Proceedings

There is no material

litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their

capacity as such.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Utz Brands, Inc.

and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Utz Brands Holdings and its consolidated subsidiaries prior to the consummation of the Business Combination.

Our Core geographies, consist of Alabama, Connecticut, Delaware, Louisiana, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Virginia, West Virginia, Washington, and Washington D.C.

(our “Core Geographies”).

Our Expansion geographies consist of Arkansas, Colorado, Georgia, Illinois, Mississippi, North Carolina, Ohio, South Carolina, Tennessee, and Vermont (our “Expansion Geographies”).

Our Emerging geographies consist of Alaska, Arizona, California, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Wisconsin, and Wyoming (our “Emerging Geographies”).

We are a leading manufacturer, marketer, and distributor of high-quality, branded snacking products in the United States.

We produce a broad offering of salty snacks, including potato chips, pretzels, cheese snacks, veggie snacks, pork skins, pub/party mixes, and other snacks.

Our iconic portfolio of authentic, craft, and “better for you” (“BFY”) brands, which includes Utz, Zapp’s, ON THE BORDER, Golden Flake, Good Health and Boulder Canyon , among others, enjoys strong household penetration in the United States, where our products can be found in approximately half of U.S.

As of January 3, 2021, we operate 14 manufacturing facilities with a broad range of capabilities, and our products are distributed nationally to grocery, mass, club, convenience, drug and other retailers through direct shipments, distributors, and more than 1,600 direct store delivery (“DSD”) routes.

Our company was founded in 1921 in Hanover, Pennsylvania, and benefits from nearly 100 years of brand awareness and heritage in the salty snacks industry.

We are the second-largest producer of branded salty snacks in our Core Geographies, based on retail sales and we have historically expanded our geographic reach and product portfolio organically and through acquisitions.

We believe our recent business combination with Collier Creek Holdings (“CCH”) and our enhanced access to capital as a public company best position us to realize our objective of becoming the fastest-growing pure-play branded snack platform of scale in the United States.

Going forward, we plan to accelerate organic revenue growth, expand margins, and leverage our competitively advantaged route-to-market and scalable operating platform to make periodic value-enhancing strategic acquisitions.

Our business benefits from multiple opportunities to deliver attractive long-term profitable growth.

Our value creation strategies are focused on driving productivity to enhance margins, reinvesting in marketing and innovation to accelerate revenue growth and continuing to make strategic acquisitions.

We believe we are well-positioned for long-term growth as we (a) gained a significant amount of new buyers in the salty snack category in 2020 and repeat rates are increasing, (b) have significant opportunity in our Emerging and Growth Geographies and under-penetrated channels, (c) continue to execute productivity efforts that will help to fuel incremental marketing and innovation to accelerate growth in sales, (d) continue to make infrastructure improvements to enable us to continue to scale to greater heights, and (e) continue to make strategic acquisitions that deliver strong synergies and that enhance our competitive positioning.

We believe each of these growth avenues represents a sizeable opportunity to expand our Net Sales.

In addition, we further anticipate expanding our margins through supply chain productivity, revenue management, a higher-margin product mix, and higher margins on incremental sales as we leverage our scalable existing platform.

We also maintain a highly-disciplined approach to M&A and have substantial experience sourcing, executing, and integrating value-enhancing acquisitions.

Since 2010, we have successfully integrated 14 acquisitions.

Given our highly-scalable operating platform, we have been able to quickly and efficiently integrate acquired businesses into our infrastructure and realize attractive cost savings as well as revenue and distribution increases.

We believe these initiatives should generate attractive earnings growth as well as strong and stable free cash flow, enabling us to reinvest in our existing brands, reduce debt, and pay regular dividends to our stockholders.

Recent Developments

Effects of COVID-19.

The novel coronavirus, or COVID-19, outbreak began impacting consumption, distribution and production of our products in March 2020.

We are taking necessary preventive actions and implementing additional measures to protect our employees who are working on site.

We continue to experience higher demand for our products versus the prior year, and we are servicing that demand by increasing production and distribution activities.

Generally, producers of food products, including salty snacks, have been deemed “essential industries” by federal, state, and local governments and are exempt from certain COVID-19-related restrictions on business operations.

Our strategic manufacturing capabilities and DSD distribution network have allowed us to effectively service increases in demand and be responsive to evolving market dynamics driven by changes in consumer behavior.

We continue to monitor customer and consumer demands, and intend to adapt our plans as needed to continue to meet these demands.

Recent Acquisitions

On November 2, 2020, we completed the acquisition of certain assets from Conagra Brands, Inc.

related to the H.K.

Anderson business, a leading brand of peanut butter-filled pretzels for approximately $8 million.

The transaction enables us to jump-start our entry into the growing filled pretzel segment, leveraging the synergies of our salty snack platform.

On November 11, 2020, we entered into a stock purchase agreement to acquire all of the outstanding shares of common stock of Truco Holdco Inc.

(“Truco”), a leading seller of tortilla chips, salsa and queso sold under the ON THE BORDER® (“OTB”) brand for approximately $404.0 million.

In addition on November 11, 2020, the Company entered into an asset purchase agreement to acquire from OTB Acquisition, LLC certain intellectual property (“OTB IP”) for $79.0 million, including all rights to the OTB trademarks for use in the manufacture, sale and distribution of snack food products in the United States and certain other international markets.

The Company closed these acquisitions of Truco on December 14, 2020.

On February 8, 2021, we completed the acquisition of certain assets from Snak-King Corp related to the Vitner's business, a leading brand of snack foods in the Chicago metropolitan area, for $25 million, subject to customary purchase price adjustments.

The Vitner's assets included intellectual property and assets associated with the distribution network, which includes approximately 55 DSD routes.

Our business is managed and reported in one operating segment.

However, we actively manage our portfolio of brands by strategically segregating our sole operating segment into Power Brands and Foundation Brands.

Power Brands, in aggregate, enjoy a combination of higher growth and margins, greater potential for value-added innovation, and enhanced responsiveness to consumer marketing as compared to Foundation Brands.

As a result, we focus our investment spending and brand-building activities on Power Brands while managing Foundation Brands for cash flow generation to support investment in Power Brands and fund other corporate priorities.

Our Power Brands are comprised of Utz, ON THE BORDER, Good Health, Boulder Canyon, Zapp’s, Hawaiian, Golden Flake pork skins , TGIF, Herdez , and TORTIYAHS!.

Our flagship Utz brand generated retail sales in excess of $650 million in 2020, representing approximately 5.2% compound annual growth rate (“CAGR”) (2016-2020) and making it one of the 10 largest salty snack brands in the United States by retail sales.

Recognized for its iconic logo featuring the “Little Utz Girl” since the 1920s, the Utz brand currently utilizes the slogan “Family Crafted Flavor Since 1921”.

We sell a variety of salty snacks under the Utz brand, including potato chips, pretzels, cheese snacks, pub/party mixes, and others.

Our ON THE BORDER brand, which was acquired on December 14, 2020 as part of the acquisition of Truco, is a national brand of tortilla chips, salsa and queso.

OTB is the #3 tortilla chip brand in the tortilla chip sub-category.

Additionally, the acquisition of OTB strengthens our national geographic footprint in our Expansion Geographies and Emerging Geographies and enhances our presence in the Mass and Club retail channels.

Our Good Health and Boulder Canyon Power Brands anchor our position in the BFY segment of salty snacking, which has been a high-growth segment in recent years.

Good Health , which we acquired in 2014, is positioned as a positive way to snack because its products have cleaner ingredients and are certified non-GMO and gluten-free.

Boulder Canyon , which we acquired as part of the Inventure Foods, Inc.

(“Inventure Foods”) acquisition in 2017, offers a line of premium BFY potato chips, including those made with olive or avocado oils.

In the Natural channel, Boulder Canyon is the #2 potato chip brand while growing over 40% within the channel in 2020 and its “Canyon Cut” rippled avocado oil-based chip is the #1 selling potato chip item.

Our Power Brands also include a number of our authentic craft brands including Zapp’s, Hawaiian , and Golden Flake pork skins.

For example, Zapp’s , which we acquired in 2011, offers a line of premium kettle-cooked potato chips with bold, authentic flavors steeped in its New Orleans roots, including “Voodoo,” “Hotter ‘N’ Hot Jalapeño,” “Spicy Cajun Crawtators,” and “Cajun Dill Gator-tators,” among others.

Hawaiian is a premium kettle chip brand that was acquired with the acquisition of Kennedy Endeavors, LLC (“Kennedy”), the DSD snacks business of Conagra Brands, Inc.

(the “Kennedy Acquisition”).

It evokes the feel of the Pacific islands, with exotic flavors like “Sweet Maui Onion,” “Luau BBQ,” “Mango Habanero,” and “Hulapeño.” Our Golden Flake brand, a part of Southern culture since 1923, has a full line of Southern-style pork skins with flavors like “Louisiana Hot Sauce” and “Sweet Heat Barbecue,” which offer great taste and crunch with low carbohydrates.

Our Foundation Brands include strong regional snacking brands, such as Golden Flake (excluding pork skins), Tim’s Cascade, Snyder of Berlin, “Dirty”, Kitchen Cooked, Bachman, and Jax as well as our partner and private label brands.

We have historically utilized the strong regional positions and relevance of our Foundation Brands to drive increased distribution for our Power Brands.

We produce a broad range of salty snack foods, including potato chips, tortilla chips, pretzels, cheese snacks, veggie snacks, pub/party mixes, pork skins, ready-to-eat popcorn, and other snacks.

Our products are packaged in a variety of different sizes and configurations, ranging from individual packages to shareable bulk containers.

We also sell certain third-party branded products through our distribution network.

We believe our ability to produce a wide range of products differentiates us from some of our competitors whose businesses focus on a particular product type.

We believe our broad product assortment enables us to gain greater distribution and shelf space with our customers.

Our in-house production capabilities across a range of products also enable us to rapidly respond to evolving consumer needs and preferences and to better create new innovative products to delight consumers.

We also believe that our diversified product portfolio results in more predictable and stable financial performance as we are not overly exposed to only one product sub-category.

Product Innovation

New product innovation is critical in the salty snacks category because consumers both enjoy long-time favorites and like to experiment with new forms, flavors, textures, and ingredients.

In particular, our brands have strong competitive positions across an assortment of popular salty snacks, including potato chips, tortilla chips, pretzels, cheese snacks, pub/party mixes, veggie snacks, and pork skins.

Given our long-standing customer relationships, broad production capabilities, and scalable distribution platform, we plan to strengthen our presence in certain salty snack sub-categories that we believe are highly synergistic to our existing business.

We intend to expand our presence in key salty snack sub-categories through a combination of line extensions of our existing brands, new brand introductions, licensing partnerships with established brands, and/or acquisitions.

We believe our expanded presence across key salty snack sub-categories would enhance our competitive position with customers and would be highly synergistic given our ability to leverage our existing manufacturing and distribution infrastructure.

As such, the level of new product innovation and the speed to market with these innovations are critical components of our business.

Our innovation process begins with our marketing team, which understands our brands and consumers, and works collaboratively with our research & development and innovation leaders to identify new product opportunities that best suit our brand positions.

We develop insights about unsatisfied consumer needs using our market research capabilities, and we track competitive product introductions to ensure appropriate responses.

We also collaborate with third-party seasoning and flavor houses to understand the latest trends in consumer flavors and emerging consumer flavor preferences.

Going forward, we intend to increase our investments in market research and other resources to generate more consumer insights and new product innovations.

We also utilize our flexible manufacturing and distribution platform to streamline the new product innovation process from idea conception through development and commercialization to market.

The strategic location of our primary corporate office adjacent to our largest manufacturing plants facilitates strong coordination between our marketing, sales, research & development, and manufacturing professionals, leveraging the innovation experience of senior management and our in-house innovation leaders.

Our broad in-house manufacturing capabilities across different product forms and packaging allow us to develop and commercialize new products quickly, and we have the manufacturing flexibility to handle many types of ingredients, including on-trend BFY oils such as avocado and olive.

Our DSD distribution system allows us to efficiently experiment with new products at retail stores driven by the ability to quickly place new items and collect immediate feedback on sell-through trends.

Finally, given the importance of in-store presence, we have a dedicated graphics team that is able to quickly develop and implement new packaging designs, impactful point-of-sale materials, and retail-ready displays.

Recent innovations include exciting new flavors such as Zapp’s “Evil Eye,” building on the success of the extreme flavor sensation in Zapp’s “Voodoo” kettle chips;

Good Health “Creamy Onion & Chive Veggie Chips”;

Boulder Canyon “Thin & Crisp” potato chips cooked in avocado oil;

Utz Peanut Butter Filled Pretzels, flavored pretzels such as “Pumpernickel,” “Butter,” and “Everything”;

and Utz “Kettle Classics” with TGI Fridays “Cheddar & Bacon” flavor.

We have also introduced new product forms under the Good Health brand, including organic “Puffs” and “Fries,” as well as the TGI Friday’s brand, including “Party Sticks” shaped like French fries and “Pub Bites” shaped like chicken drumsticks.

Further, we continue to introduce new packaging format innovations highlighted by the convenient POURABLES Utz cheeseballs pouches that protect your fingers while letting you enjoy your favorite snack.

Marketing, Advertising, and Consumer Engagement

Our marketing strategy is centered around our strong brand equities, new product innovation capabilities, and the consistently high quality of our products.

We conduct marketing efforts through three principal sets of activities:

(i) consumer marketing and advertising, including sponsorships, print, digital, eCommerce and social media, and other product promotions;

(ii) consumer sales incentives including coupons and rebates;

and (iii) trade promotions to support features, displays and other merchandising of our products by our customers.

We have historically relied more heavily on sponsorships, trade promotions, and in-store merchandising as our primary forms of consumer engagement.

In fiscal 2020, we spent approximately $11.1 million related to consumer marketing and advertising expenses.

Going forward, consistent with our value creation strategies, we intend to meaningfully increase our investments in direct consumer marketing and advertising focused on our Power Brands as well as reallocate our current mix of media spending toward activities we believe will generate the highest return on investment.

We believe these strategies will have a meaningfully positive impact on our brands and help drive long-term Net Sales growth.

Digital and Social Media .

In recent years we have shifted our media efforts toward digital advertising, and increased our investments in engaging with consumers directly via social media platforms.

In mid-2019, we appointed a VP of Digital Marketing and eCommerce to focus on expanding and integrating our e-commerce and social media platforms.

These efforts have resulted in significant increases in household reach, expanded community sizes, and increased social media engagement in 2020.

We expect to continue to expand our investments in digital and social media in the future, including as part of our strategy to grow our eCommerce marketing investments.

In fiscal 2020, our top 10 customers, all of which are retailers, represented approximately 37% of our invoiced sales, and no customer accounted for more than 11% of our invoiced sales in fiscal 2020.

We historically have benefited from long-term relationships with our key customers, having a sales relationship for more than 20 years on average across our top 15 retail customers.

Our strong brand equities, enhanced innovation, and increased consumer marketing spend should enable us to continue to expand distribution of our products both within existing customers and in under-penetrated retail channels.

In 2020, we estimate that approximately 19% of our customers sold only one of our Power Brands and no customers sold all of our Power Brands.

We believe there is an opportunity to expand our distribution in mass merchants and convenience stores, where our retail sales as a percentage of the salty snack category are lower than in other channels such as grocery or club stores.

International

More than 99% of our invoiced sales occurred in the United States in fiscal 2020, and we are focused on growing our business in the United States.

Since substantially all of our business is in the United States, we believe we have more limited exposure to global economic conditions and foreign exchange fluctuations than companies with more substantial international sales and operations.

Our products primarily compete with other salty snacks but also compete more broadly for certain eating occasions with other snack foods.

We believe that the principal competitive factors in the salty snacks industry include taste, convenience, product variety, product quality, price, nutrition, consumer brand awareness, media and promotional activities, in-store merchandising execution, customer service, cost-efficient distribution, and access to retailer shelf space.

We believe we compete effectively with respect to each of these factors.

The salty snacking industry is competitive and includes a number of diverse participants.

Our identified competitors include PepsiCo (Frito Lay), Campbell’s (Snyder’s-Lance), Kellogg’s (Pringles), General Mills, Grupo Bimbo, Hershey’s, Hain Celestial, and Arca Continental (Wise), among others.

Our products also compete with private label or retailer-branded salty snacks.

However, private label represented only approximately 5% of category retail sales in 2020, which was flat compared to its share of retail sales in 2013.

Historically, the salty snacks category has benefited from favorable competitive dynamics, including low private label penetration and category leaders who compete primarily via marketing and innovation.

Importantly, we are the #2 brand platform in our Core Geographies representing 9% of total salty snacks category retail sales.

As of January 3, 2021 in our Core Geographies, we have the #1 position in pork skins with 27% of sub-category retail sales and the #2 positions in potato chips, pretzels and cheese snacks with 15%, 20% and 9% of sub-category retail sales, respectively.

With the acquisition of OTB, as of December 14, 2020, we hold the #3 branded position with Tortillas, with a 4% share.

We believe we have a strong and defensible position in our Core Geographies with a significant opportunity to enhance our national position by expanding sales in Expansion Geographies (where we represent 4.5% of category retail sales) and Emerging Geographies (where we represent 2.5% of category retail sales).

Notably, in 2020, approximately $2.3 billion of salty snack retail sales were generated by approximately 1,300 smaller competitors, each with retail sales of less than $200 million.

We believe this fragmented group of smaller brands provides an attractive opportunity for us to expand our retail sales by either acquiring or displacing smaller regional or product-specific competitors.

The principal ingredients used to manufacture our products include potatoes, oil, flour, wheat, corn, cheese, spices, and seasonings.

Our primary packaging materials include flexible films and rigid containers, such as barrels, lids, cartons, and trays.

All of our core ingredients are purchased according to rigorous standards to assure food quality and safety.

Our principal ingredients are generally available from multiple suppliers and we do not source any of our top 10 inputs under any single-source arrangements.

As such, we believe that we can make satisfactory alternative arrangements in the event of an interruption of supply from our vendors.

No single category of raw material purchases represented more than 13% of our Cost of Goods Sold in fiscal 2020.

In addition to raw materials, we source energy and liquid fuels for our manufacturing facilities and in-house distribution assets.

We utilize various buying strategies to mitigate the impact of changes in input prices, including fixed-price forward purchases as well as commodity hedging arrangements with third parties (particularly for energy, vegetable oils, wheat, and corn).

A number of external factors such as weather, commodity markets, and governmental or agricultural programs can affect the cost of raw materials used in our products.

To provide greater visibility, we typically look to enter into pricing arrangements covering a meaningful portion of our forecast purchases over the next 3 to 18 months.

As of March 2, 2021, we believe we have entered into pricing arrangements covering over 75% of our budgeted raw material needs in fiscal 2021.

Manufacturing.

We manufacture our products primarily through 14 company-operated manufacturing facilities across the United States.

These include four legacy Utz facilities and ten facilities that were added over the last ten years from acquisitions (for more details see Item 2 “Properties” in this Annual Report on Form 10-K for more details).

Our facilities had capacity to produce approximately 400 million pounds of salty snacks annually in 2020 based on management’s estimate of available capacity, excluding weekly sanitation, over a seven-day work schedule, providing us with significant available capacity to accommodate increased sales.

We believe this available capacity across our manufacturing footprint will enable us to leverage existing fixed costs to generate higher margins on incremental organic sales or acquired brands as well as generate potential future cost savings through consolidating our manufacturing footprint.

For example, in 2018 we consolidated production from our Denver, Colorado, manufacturing facility into our Goodyear, Arizona, facility, enabling us to realize cost savings and proceeds from the sale of the Colorado facility.

Our manufacturing facilities are well-maintained, and we have a program to ensure appropriate maintenance capital expenditures are undertaken.

We also utilize several co-manufacturers for certain products.

Distribution.

We offer national distribution of our products through our flexible, hard-to-replicate distribution system that combines direct-to-warehouse, direct-to-store, distributor, and direct-to-consumer capabilities.

We believe this hybrid system, which we have built and enhanced over nearly a century, offers us flexibility to cost-effectively distribute our products to a wide range of retail locations where salty snacks are sold.

Additionally, we believe our distribution system is highly scalable, resulting in the ability to drive higher margins on incremental revenues and enabling us to realize significant cost savings when integrating acquired brands into our established platform.

We benefit from strong brand awareness and heritage in our Core Geographies, where we are the second largest provider of branded salty snacks based on retail sales.

We have historically expanded our geographic reach, both organically and through acquisitions, in our Expansion and Emerging Geographies.

We plan to continue to expand our distribution and sales of Power Brands in these geographies, supported by our increased brand investments, expansion of our direct-to-customer and DSD distribution capabilities, and potentially through strategic acquisitions.

Direct-to-Warehouse :

For a number of our customers, we either ship products directly from our facilities to their distribution centers or allow them to pick-up products directly from our facilities.

These customers are then responsible for fulfilling shipments to their own retail stores.

The direct-to-warehouse (“DTW”) model is often preferred by some of our national mass, club, and grocery customers that have sufficient scale and capabilities to efficiently manage distribution and replenishment for their own retail stores.

Direct-Store-Delivery:

We believe we are one of only three scale U.S.

salty snack providers with extensive DSD capabilities.

Within our DSD system, either independent operators (“IOs”) or Utz-employed route sales professionals (“RSPs”) pick up products from our manufacturing facilities, distribution centers, storage facilities, or small bins and distribute and sell these products to retail stores within a geographic territory.

Our DSD system is utilized by both large and small customers, and we believe it provides us a competitive advantage in expanding distribution, increasing shelf space, executing in-store merchandising activities, and ensuring products are fresh and available wherever consumers shop.

Our DSD network included over 1,600 individual routes reaching over 75,000 retail stores in 2020.

Our DSD routes are managed by a combination of approximately 1,300 IOs, covering approximately 79% of our routes, and approximately 350 RSPs, covering approximately 21% of our routes as of January 3, 2021.

Over the last several years, we have converted from a predominately company-owned RSP model toward the use of third-party IOs.

We believe this transition benefits us by creating motivated independent owner-operators and a more variable cost structure for our company.

We expect to substantially complete our ongoing transition from RSPs toward IOs by the second quarter of fiscal year 2022 (See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of Utz Brands Holdings — Recent Developments and Significant Items Affecting Comparability — Independent Operator Conversions ” for more details).

Third Party Distributors:

We also use third-party distributors in certain regions where their capabilities enhance the cost effectiveness and reach of our overall distribution system.

For third-party distributors, we either ship products directly from our facilities to their distribution centers or allow them to pick up products directly from our facilities.

The distributors are then responsible for selling our products to our customers and ensuring optimal retail presence within the stores they serve, utilizing both DTW and DSD capabilities.

Our third-party distributors operated an additional approximately 635 DSD-style routes, reaching over 15,000 retail stores.

Direct-to-Consumer:

We also distribute our products directly to consumers.

Our direct-to-consumer shipments primarily originate from orders received via our company website (www.utzsnacks.com) or select third party retailer sites, including Amazon and Sam’s Club, which extend our reach to virtually every household in America.

Our direct-to-consumer shipments are delivered from our central warehouse facility to consumers using FedEx, UPS, or other third-party carriers.

E-Commerce represented approximately 7% of our retail sales in fiscal 2020 and is an accelerating part of our business, with the channel having grown by more than approximately 125% as compared to 2019.

Food Safety and Quality.

Food safety and quality are top priorities and we dedicate substantial resources to ensure that consumers receive consistently safe and high-quality food products.

Our products are manufactured in facilities that have programs and controls in place regarding consistent quality and food safety.

These comprehensive programs include Safe Quality Food (SQF) certifications and Good Manufacturing Practices (GMPs) that are designed to produce a safe, wholesome product.

Our suppliers are required to have similarly robust processes in place and confirm their compliance for shipments of all ingredients to be used in our products.

Finally, in addition to real-time product testing during production, we frequently monitor product attributes including taste, aroma, texture, and appearance, and random samples of finished goods are regularly sent to third-party laboratories for testing and verification.

Human Capital

Supporting our people is a foundational value for Utz.

We believe company success depends on our ability to attract, develop, and retain key personnel whose skills, experience and industry knowledge benefit our operations and performance.

The Company’s Board, Board committees, and management oversee various employee initiatives including compensation and benefits programs, succession planning, and leadership development and diversity and inclusion.

Utz aims to both attract and retain a qualified workforce through an inclusive and accessible recruiting process and online platform, as well as by offering competitive wages, benefits, and training opportunities.

We also support and develop our employees through company-wide training and development programs intended to build and strengthen employees’ leadership and professional skills.

Diversity, Equity and Inclusion

Utz wants to ensure that we have a workplace where every associate feels valued.

It’s vital for us to ensure dignity and respect in the workplace by embracing diverse perspectives and backgrounds for all associates.

Diverse teams drive better performance and greater innovation.

To further develop our diversity, equity and inclusion strategy, Utz has partnered with a nationally recognized consulting firm to aid in the development of a comprehensive strategy to ensure we are continuing to foster a work environment that values all people.

Health and Safety

The safety of our team members is a top priority.

We strive to provide a safe working environment, and have policies, procedures, and training programs to ensure employees and associates understand and meet safety guidelines.

Utz and our associates are dedicated to providing a safe environment by continuously improving our Safety Culture and Performance through commitment, investment, and training.

• Employee engagement:

Leading indicators are used to both encourage and measure regular safety related activities throughout the organization

Safety training relevant to each work group’s operation is distributed throughout the organization monthly, quarterly and/or annually

• Compliance:

Regular audits in various formats are used to review and ensure compliance with applicable agency regulations

• Performance metrics:

Traditional OSHA metrics are maintained on a quarterly and annual basis to measure actual performance and help identify continuous improvement opportunities

Total Rewards

We have a demonstrated history of investing in our workforce by providing competitive wages and benefits.

Our benefits package includes:

• Comprehensive health insurance coverage to employees working 30 hours or more each week;

• Parental leave to all new parents for birth, adoption or foster placement;

• Short term disability to provide partial wage protection for up to 13 weeks;

• Employee stock purchase plan;

• Wellness and disease management programs, health advocacy partner, and employee assistance programs;

• Tuition reimbursement program;

• 401(k) plan with generous company match and profit sharing.

As of January 3, 2021, we employed 3,083 full-time employees and 266 part-time employees.

Over the last several years, we have meaningfully reduced our number of full time employees and our selling, general & administrative expenses through our business transformation initiatives, particularly our DSD shift from RSPs to IOs and the associated restructuring of our sales management and corporate organization structure (see “— Supply Chain — Distribution” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of Utz Brands Holdings — Recent Developments and Significant Items Affecting Comparability —Independent Operator Conversions ” for more information).

We expect the ongoing shift from RSPs toward IOs to be substantially completed by the second quarter of fiscal year 2022.

Additionally, we historically have reduced employee count and operating expenses in relation to integration initiatives associated with our recent acquisitions.

Sustainability

We recognize the importance of Environment, Social and Governance issues for all stakeholders.

As a newly public company, we are in the early stages of building our ESG framework and strategy and are using leading ESG and sustainability frameworks and guiding principles, such as the Sustainability Accounting Standards Board (SASB) and the U.N.

Sustainable Development Goals (SDGs), as well as stakeholder engagement to inform our ESG program.

Cross-functional working groups and an ESG committee has been formed that has clear reporting to the executive team and the board.

We recognize our responsibility to uphold the Company’s founding values which, for more than 100 years, have centered on working ethically, responsibly, and with integrity.

We also look for ways to make a positive difference at work and in our communities.

By collaborating with stakeholders, including team members, business partners, suppliers, and customers, we are working to become a more sustainable company.

Intellectual Property

We own numerous domestic and foreign trademarks and other proprietary rights that are important to our business.

These include the U.S.

trademark registrations, which protect certain rights in the following brands:

Utz, ON THE BORDER, Zapp’s, Golden Flake, Good Health, Boulder Canyon, Hawaiian, TORTIYAHS!, Tim’s Cascade, Snyder of Berlin, “Dirty”, Kitchen Cooked, Bachman , Jax , and On the Border, among others.

We also recently unveiled a modernization of our well known Little Utz Girl, and procured a trademark registration for her.

Depending upon the jurisdiction, trademarks are valid as long as they are used in the regular course of trade and/or their registrations are properly maintained.

We also maintain rights to the domain name www.utzsnacks.com and www.getutz.com, among others.

We believe the protection of our intellectual property, particularly our trademarks, trade dress, trade secrets, copyrights and domain names, is important to our success.

We aggressively protect our intellectual property rights by, among other methods, relying on a combination of watch services and enforcement under intellectual property laws through the domain name dispute resolution system.

For example in 2020, we were engaged in litigation against Dirty South BBQ Co., LLC in the Eastern District of Pennsylvania, in light of Dirty South BBQ Co., LLC’s use of certain DIRTY designations in connection with the advertising, marketing, offering for sale, and sale of pork skins and food seasonings.

This matter was then transferred to the Eastern District of Tennessee in September 2020 before both parties stipulated to the dismissal of the litigation in October 2020.

In addition, from time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

We take proactive measures in attempts to avoid infringement of third party marks by conducting trademark clearance searches and taking other industry standard measures.

However, this does not prevent third parties from asserting claims against us.

We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights.

The results of any current or future litigation cannot be predicted with certainty and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

See “ Risk Factors — Potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations can have an adverse impact on our business, financial condition or results of operations.

” Moreover, future litigation may be necessary to defend ourselves, our partners, and our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights.

We also license certain third-party brand names for use on our products, including the TGI Friday’s and Herdez trademarks.

We use these trademarks in connection with the manufacturing, production, and distribution of snack products to be sold under the trademarked labels.

Under the agreements governing our use of such trademarks, we are required to make guaranteed annual royalty payments.

Sales under the TGI Fridays and Herdez agreements represent approximately 3% of our 2020 invoice sales.

We also license certain of our owned brands, including Utz, for use by third parties in certain food categories (such as frozen foods);

however, licensing revenues from these arrangements represent less than 1% of fiscal year 2020 Net Sales and are not material to our business or growth strategy.

Finally, we have historically engaged in certain cross-marketing and/or promotional activities with third parties, including Major League Baseball, thereby increasing the visibility of our brands.

Although the demand for our products is relatively stable throughout the year as compared to other consumer goods, we have experienced in the past, and expect to continue to experience, seasonal fluctuations in our retail sales as a result of consumer and customer spending patterns.

Historically, the months of April-September and December have resulted in higher retail sales than average due to increased consumer demand during the spring and summer months and holiday season, as well as significant retailer merchandising and promotions around those times.

Additionally, we have historically generated seasonal cash flow from decreases in working capital levels in the fourth quarter and invested cash flow in working capital increases in the first quarter.

We expect these historical trends to continue in the future.

Government Regulation and Compliance

We are subject to various laws and regulations in the United States by federal, state and local government authorities.

In the United States, the federal agencies governing the manufacture, distribution and advertising of our products include, among others, the FTC;

the United States Department of Agriculture, or USDA;

Environmental Protection Agency;

and the Occupational Safety and Health Administration and similar state and local agencies.

Under various statutes, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate marketing and advertising to consumers.

We are subject to labor and employment laws, laws governing advertising, privacy laws, safety regulations and other laws, including consumer protection regulations that regulate retailers or govern the promotion and sale of merchandise.

Our operations, and those of our distributors and suppliers, also are subject to various laws and regulations relating to environmental protection and worker health and safety matters.

We monitor these regulatory requirements and our compliance on a regular basis.

Available Information

Our website is www.utzsnacks.com .

The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this Annual Report on Form 10-K.

We file or furnish annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”).

You may obtain a copy of any of these reports, free of charge, from the Investors Relations section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The SEC maintains an Internet site that also contains these reports at:

In addition, copies of the Company's annual report will be made available, free of charge, on written request to the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business