What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-03-18 compared with 2020-03-12 · 606 added, 1806 removed, 2 unchanged (100% of the section changed)

An investment in our securities involves

a high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained

in this Annual Report, before making a decision to invest in our securities.

If any of the following events occur, our business,

financial condition and operating results may be materially adversely affected.

In that event, the trading price of our securities

could decline, and you could lose all or part of your investment.

Risks Relating to Our Business

We have no operating history and

no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We were formed on

April 30, 2018 as a Cayman Islands exempted company and have no operating results, and all of our activities to date have

been related to our formation, our initial public offering, and our search for a business combination target.

Because we lack an

operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial

business combination.

We have no arrangements or understandings with any prospective target business concerning a business combination

and may be unable to complete our initial business combination.

If we fail to complete our initial business combination, we will

never generate any operating revenues.

Past performance of our founders

Deromedi, Jason K.

Giordano and Chinh E.

Chu and the other members of our management team, including investments and transactions

in which they have participated and businesses with which they have been associated, may not be indicative of future performance

of an investment in us, and we may be unable to provide positive returns to shareholders.

Information regarding

our founders and the other members of our management team, including investments and transactions in which they have participated

and businesses with which they have been associated, is presented for informational purposes only.

Any past experience and performance

of our founders and the other members of our management team and the businesses with which they have been associated, including

related to acquisitions and shareholder returns, is not a guarantee that we will be able to successfully identify a suitable candidate

for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with

respect to any initial business combination we may consummate.

You should not rely on the historical experiences of our founders

or the other members of our management team, including investments and transactions in which they have participated and businesses

with which they have been associated (such as Pinnacle Foods, AVINTIV, The Dun & Bradstreet Corporation and FGL Holdings),

as indicative of the future performance of an investment in us, including whether we can provide an attractive return to our shareholders,

or as indicative of every prior investment by each of our founders and the other members of our management team.

The market price

of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience

losses on their investment in our securities.

Our shareholders may not be afforded

an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination

even though a majority of our shareholders do not support such a combination.

We may choose not

to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder

approval under applicable law or stock exchange listing requirement.

For instance, if we were seeking to acquire a target business

where the consideration we were paying in the transaction was all cash, we would not be required to seek shareholder approval to

complete such a transaction.

Except for as required by applicable law or stock exchange requirement, the decision as to whether

we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a

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

transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

Accordingly, we may

complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination

Please see the section entitled “Item 1.

Business — Shareholders May Not Have the Ability

to Approve Our Initial Business Combination”

for additional information.

Your only opportunity to affect the

investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares

from us for cash.

At the time of your

investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders

may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, your

only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your

redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed

to our public shareholders in which we describe our initial business combination.

If we seek shareholder approval of

our initial business combination, our initial shareholders and management team agreed to vote in favor of such initial business

combination, regardless of how our public shareholders vote.

Our initial shareholders

own, on an as-converted basis, 21.25% of our outstanding ordinary shares.

Our initial shareholders and management team also may

from time to time purchase Class A ordinary shares prior to our initial business combination.

Our amended and restated memorandum

and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business

combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the

founder shares.

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 voted).

Accordingly, if we seek shareholder approval of our initial business combination,

the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase

the likelihood that we will receive the requisite shareholder approval for such initial business combination.

If the sale of some or all of the

forward purchase securities fails to close, we may lack sufficient funds to consummate 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.

However, if the sale of the forward purchase

securities does not close by reason of the failure by some or all of our sponsor or independent directors to fund the purchase

price for their forward purchase securities, for example, we may lack sufficient funds to consummate our initial business combination.

Additionally, our sponsor’s and independent directors’

obligations to purchase the forward purchase securities are

subject to termination prior to the closing of the sale of the forward purchase securities by mutual written consent of the company

and each of the sponsor or independent director, or, automatically if our initial business combination is not consummated within

24 months from the closing of our initial public offering or such later date as may be approved by our shareholders.

Our sponsor’s

and independent directors’

obligations to purchase their forward purchase securities are subject to fulfillment of customary

closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately

following, the purchase of forward purchase securities and that the company must have delivered a certificate evidencing the company’s

good standing as a Cayman Islands exempted limited company, as of a date within ten business days of the closing of the sale of

forward purchase securities.

In the event of any such failure to fund, any obligation is so terminated or any such condition is

not satisfied and not waived, we may not be able to obtain additional funds to account for such shortfall on terms favorable to

us or at all.

Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business

combination company.

While our sponsor and independent directors represented to us that they have sufficient funds to satisfy their

obligations under the respective forward purchase agreements, we have not obligated them to reserve funds for such obligations.

The ability of our public shareholders

to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which

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

We may seek to enter

into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a

minimum net worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be

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

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”

Consequently, if accepting all properly submitted

redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy

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

instead search for an alternate business combination.

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

to enter into a business combination transaction with us.

The ability of our public shareholders

to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business

combination or optimize our capital structure.

At the time we enter

into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights,

and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

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

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

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

In addition, if a larger number of shares

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

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

Raising additional third party financing may involve dilutive

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

In addition, the amount of the deferred underwriting

commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business

The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be

reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our

obligation to pay the entire deferred underwriting commissions.

The above considerations may limit our ability to complete the

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

The ability of our public shareholders

to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business

combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business

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

have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

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

we liquidate the trust account.

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

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

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

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

The requirement that we complete

our initial business combination within 24 months after the closing of our initial public offering may give potential target

businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence

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

our initial business combination on terms that would produce value for our shareholders.

Any potential target

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

business combination within 24 months from the closing of our initial public offering.

Consequently, such target business

may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination

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

risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence

and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our

initial business combination within 24 months after the closing of our initial public offering, in which case we would cease

all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able

to find a suitable target business and complete our initial business combination within 24 months after the closing of our

initial public offering.

Our ability to complete our initial business combination may be negatively impacted by general market

conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our initial

business combination within such time 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.

If we seek shareholder approval of

our initial business combination, our sponsor, initial shareholders, directors, executive officers, advisors and their affiliates

may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination

and reduce the public “float”

of our Class A ordinary shares.

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, although they are under no obligation to do so.

However, other than as expressly

stated herein, 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.

In the event that

our sponsor, initial shareholders, directors, executive 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.

The purpose of any such purchases of shares could be to vote

such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business

combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain

amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be

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.

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.

See “Item 1.

Business — Permitted purchases

of our securities”

for a description of how our sponsor, initial shareholders, directors, executive officers, advisors or

any of their affiliates will select which shareholders to purchase securities from in any private transaction.

In addition, if such

purchases are made, the public “float”

of our Class A ordinary shares or public warrants and the number of beneficial

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

of our securities on a national securities exchange.

If a shareholder fails to receive

notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the

procedures for tendering its shares, such shares may not be redeemed.

We will comply with

the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.

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

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

In addition, the proxy solicitation

or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business

combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares.

In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

You will not have any rights or interests

in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be

forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders

are entitled to receive funds from the trust account only upon the earlier to occur of:

(i) our completion of an initial business

combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem,

subject to the limitations described herein, (ii) the redemption of any public shares properly tendered 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 and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 24 months

from the closing of our initial public offering, subject to applicable law and as further described herein.

In no other circumstances

will a public shareholder have any right or interest of any kind in the trust account.

Holders of warrants will not have any right

to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced

to sell your public shares or warrants, potentially at a loss.

The NYSE may delist our securities

from trading on its exchange, which could limit investors’

ability to make transactions in our securities and subject us

to additional trading restrictions.

Our units, Class A

ordinary shares and warrants are listed on the NYSE.

Although we expect to meet the minimum initial listing standards set forth

in the NYSE listing standards, we cannot assure you that our securities will continue to be listed on the NYSE in the future or

prior to our initial business combination.

In order to continue listing our securities on the NYSE prior to our initial business

combination, we must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed

by the NYSE, distribution levels.

Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum

number of holders of our securities (currently 300 public holders).

Additionally, our units

will not be traded after completion of our initial business combination, and, in connection with our initial business combination,

we will be required to demonstrate compliance with NYSE initial listing requirements, which are more rigorous than NYSE continued

listing requirements, in order to continue to maintain the listing of our securities on NYSE.

For instance, our

share price would generally be required to be at least $4.00 per share and our market capitalization would generally be required

to be at least $150,000,000.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the NYSE delists

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

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

If this were to occur, we could face significant material

adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A ordinary shares are a “penny stock”

which will require brokers trading in our

Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the

secondary trading market for our securities;

limited amount of news and analyst coverage;

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

The National Securities

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

securities, which are referred to as “covered securities.”

Because our units, Class A ordinary shares and warrants

are listed on the NYSE, our units, Class A ordinary shares and warrants qualify as covered securities under the statute.

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

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

bar the sale of covered securities in a particular case.

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

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

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

of blank check companies in their states.

Further, if we were no longer listed on the NYSE, our securities would not qualify as

covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

You will not be entitled to protections

normally afforded to investors of many other blank check companies.

Since the net proceeds

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

combination with a target business that has not been selected, we may be deemed to be a “blank check”

company under

the United States securities laws.

However, because we have net tangible assets in excess of 

$5,000,000 upon the completion

of our initial public offering and the sale of the private placement warrants and have filed a Current Report on Form 8-K, including

an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in

blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or protections of those

Among other things, this means that since our units were immediately tradable, we have a longer period of time to complete

our initial business combination than do companies subject to Rule 419.

Moreover, if our initial public offering were

subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account

to us unless and until the funds in the trust account were released to us in connection with our completion of an initial

business combination.

If we seek shareholder approval of

our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all

such shares in excess of 15% of our Class A ordinary shares.

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 more

than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to as the

“Excess Shares.”

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.

Your inability to redeem the Excess Shares will reduce your influence

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

you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to

the Excess Shares if we complete our initial business combination.

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

exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

Because of our limited resources

and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial

business combination.

If we are unable to complete our initial business combination, our public shareholders may receive only their

pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants

will expire worthless.

We expect to encounter

intense competition from other entities having a business objective similar to ours, including private investors (which may be

individuals or investment partnerships), other special purpose acquisition companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have

extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public

offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target

businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others

an advantage in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public

shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder

vote or via a tender offer.

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

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion

of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

If the net proceeds of our initial

public offering not being held in the trust account are insufficient to allow us to operate until October 10, 2020, it could limit

the amount available to fund our search for a target business or businesses and complete our initial business combination, and

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

As of December 31,

2019, we had approximately $585,000 in cash held outside the trust account to fund our working capital requirements.

that, the funds available to us outside of the trust account will be sufficient to allow us to operate until October 10, 2020;

however, we cannot assure you that our estimate is accurate.

Of the funds available to us, we could use a portion of the funds

available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the

funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent designed to keep target

businesses from “shopping”

around for transactions with other companies or investors on terms more favorable to such

target businesses) with respect to a particular proposed business combination, although we do not have any current intention to

If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were

subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds

to continue searching for, or conduct due diligence with respect to, a target business.

If we are required

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

may be forced to liquidate.

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

to advance funds to us in such circumstances.

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

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

Up to $1,500,000 of such loans may be convertible

into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender.

would be identical to the private placement warrants.

Prior to the completion of our initial business combination, we do not expect

to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing

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

If we are unable

to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease

operations and liquidate the trust account.

Consequently, our public shareholders may only receive an estimated $10.00 per share,

or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

Subsequent to our completion of our

initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges

or file for bankruptcy protection, which could have a significant negative effect on our financial condition, results of operations

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

Even if we conduct

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

with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

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

As a result of these factors, we

may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges or file

for bankruptcy protection, which could result in our reporting losses.

For example, following an investment by one of our founders

in Constellation Healthcare Technologies Inc.

(“CHT”), CHT filed for bankruptcy protection.

Even if our due diligence

successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent

with our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity,

the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any shareholders

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

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the

reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as

applicable, relating to the business combination contained an actionable material misstatement or material omission.

If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be

less than $10.00 per share.

Our placing of funds

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

Although we will seek to have vendors, service

providers, prospective target businesses and other entities with which we do business execute agreements with us (except our independent

registered public accounting firm) 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, such parties may not execute such agreements, or even if they execute such

agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent

inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the

waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust

If any 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.

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.

Examples of possible

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

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

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

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

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

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

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

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

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

Pursuant to a letter agreement, 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 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 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.

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

Our directors may decide not to enforce

the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available

for distribution to our public shareholders.

In the event that

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

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

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether

to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent

directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible

that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do

so in any particular instance.

If our independent directors choose not to enforce these indemnification obligations, the amount

of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

We may not have sufficient funds

to satisfy indemnification claims of our directors and executive officers.

We agreed to indemnify

our officers and directors to the fullest extent permitted by law.

However, our officers and directors agreed to waive any right,

title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account

for any reason whatsoever.

Accordingly, any indemnification

provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii)

we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage shareholders

from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the

effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful,

might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the

extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds

in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be

viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us

to claims of punitive damages.

If, after we distribute

the proceeds in the trust account to our public shareholders, 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.

In addition, our board of directors may

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

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

If, before distributing the proceeds

in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and

the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing

the proceeds in the trust account to our public shareholders, 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, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

If we are deemed to be an investment

company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities

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

If we are deemed to

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

• restrictions on the nature of our investments;

• restrictions on the issuance of securities,

each of which may make it difficult for

us to complete our initial business combination.

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

• registration as an investment company;

• adoption of a specific form of corporate structure;

• reporting, record keeping, voting, proxy and disclosure

requirements and other rules and regulations.

In order not to be

regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that

we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not

include investing, reinvesting, owning, holding or trading “investment securities”

constituting more than 40% of our

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and

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

plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses

or assets or to be a passive investor.

We do not believe

that our principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account

may only be invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment

Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the

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

By restricting the investment of the proceeds

to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than

on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment

company”

within the meaning of the Investment Company Act.

An investment in our securities is not intended for persons who

are seeking a return on investments in government securities or investment securities.

The trust account is intended as a holding

place for funds pending the earliest to occur of either:

(i) the completion of our initial business combination;

redemption of any public shares properly tendered 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) absent an initial business combination

within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our

public shareholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may

be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder

our ability to complete a business combination.

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

may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

and our warrants will expire worthless.

Changes in laws or regulations, or

a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete

our initial business combination, and results of operations.

We are subject to

laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain

SEC and other legal requirements.

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

Those laws and regulations and their interpretation and application may also change from time to time and those changes

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

In addition, a failure to comply with

applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our

ability to negotiate and complete our initial business combination, and results of operations.

If we are unable to consummate our

initial business combination within 24 months from the closing of our initial public offering, our public shareholders may

be forced to wait beyond October 10, 2020 before receiving redemption proceeds from our trust account.

If we are unable to

consummate our initial business combination within 24 months from the closing of our initial public offering, the proceeds

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), will be used to fund the redemption of our public shares, as further described herein.

Any redemption of

public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and

articles of association prior to any voluntary winding up.

If we are required to wind-up, liquidate the trust account and distribute

such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation

and distribution must comply with the applicable provisions of the Companies Law.

In that case, investors may be forced to wait

beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become

available to them, and they receive the return of their pro rata portion of the proceeds from our trust account.

obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business

combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares.

upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial

business combination.

Our shareholders may be held liable

for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to

enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was

proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due

in the ordinary course of business.

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

Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted

in bad faith, thereby exposing themselves and our company to claims, 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 directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium

account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence

and may be liable to a fine of 

$18,292.68 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual meeting

of shareholders until after the consummation of our initial business combination.

Our public shareholders will not have the right

to elect directors until after the consummation of our initial business combination.

In accordance with

NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first

fiscal year end following our listing on the NYSE.

There is no requirement under the Companies Law for us to hold annual or general

meetings to elect directors.

Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity

to elect directors and to discuss company affairs with management.

Our board of directors is divided into three classes with only

one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual

meeting of shareholders) serving a three-year term.

In addition, as holders of our Class A ordinary shares, our public shareholders

will not have the right to vote on the election of directors until after the consummation of our initial business combination.

You will not be permitted to exercise

your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

If the issuance of

the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification

under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants

and such warrants may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase

of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.

We are not registering

the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at

However, under the terms of the warrant agreement, we agreed that, as soon as practicable, but in no event later than

15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration

statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the

warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial

business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of

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

We cannot assure

you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information

set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein

are not current or correct or the SEC issues a stop order.

If the Class A

ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant

agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be

required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no event will warrants

be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise

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

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

If our Class A

ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy

the definition of 

“covered securities”

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

not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless

basis in accordance with Section 3(a)(9) of the Securities Act;

in the event we so elect, we will not be required to file

or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state

securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying

the warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we

be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other

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

under the Securities Act or applicable state securities laws.

You may only be able to exercise

your public warrants on a “cashless basis”

under certain circumstances, and if you do so, you will receive fewer Class A

ordinary shares from such exercise than if you were to exercise such warrants for cash.

The warrant agreement

provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do

for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities

(i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities

Act in accordance with the terms of the warrant agreement;

(ii) if we have so elected and the Class A ordinary shares are

at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of

“covered securities”

under Section 18(b)(1) of the Securities Act;

and (iii) if we have so elected and we call

the public warrants for redemption.

If you exercise your public warrants on a cashless basis, you would pay the warrant exercise

price by surrendering all of the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing

(x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair

market value”

of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by

(y) the fair market value.

The “fair market value”

is the average reported last sale price of the Class A

ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received

by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

As a result, you would

receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.

The grant of registration rights

to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business

combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

to offering registration rights agreement, our initial shareholders and their permitted transferees can demand that we register

the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their

permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable

upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of Working Capital

Loans may demand that we register such warrants or the Class A ordinary shares issuable upon conversion of such warrants.

The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A

ordinary shares issuable upon exercise of such private placement warrants.

Pursuant to the forward purchase agreements, we agreed

that we will use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination

a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants

(and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter

and (iii) to maintain the effectiveness of such registration statement until the earliest of 

(A) the date on which the

sponsor and all of the independent directors cease to hold the securities covered thereby, and (B) the date all of the securities

covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act.

the forward purchase agreements provide these holders will have certain “piggy-back”

registration rights to include

their securities in other registration statements filed by us.

Our business is subject to numerous risks and uncertainties.

You should carefully consider the following risks as well as the other information included in this Annual Report on Form 10-K.

We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations.

Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects.

However, the selected risks described below are not the only risks facing us.

Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects.

In such a case, the trading price of our securities could decline and you may lose all or part of your investment in us.

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 UBH and its consolidated subsidiaries prior to the consummation of the Business Combination.

Risks Related to Our Business

Our gross profit margins may be impacted by a variety of factors, including but not limited to variations in raw materials pricing, retail customer requirements and mix, sales velocities and required promotional support.

We expect that our gross profit as a percentage of net sales could fluctuate as a result of competition and other factors described herein.

Our gross profit is impacted by a number of factors, including product pricing, the availability and cost of commodities, raw materials pricing (including ingredients and packaging), labor costs, and energy costs.

Further, our gross profit margin may be impacted by shifts in the overall mix of products having a higher or lower profit margin.

Should the competitive dynamic change in our industry (which could impact our margins through forces including but not limited to requiring us to alter our pricing strategy, offering a greater percentage of lower profit margin products in our overall product mix, or requiring additional promotional activity), raw materials prices increase dramatically, or any of our customer relationships or relationships with our IOs and third-party distributors change materially, then we may not be able to continue to operate at our current margins.

We may be able to pass some or all raw material, energy and other input cost increases to customers, IOs and third-party distributors by increasing the selling prices of our products or decreasing the size of our products;

however, higher product prices or decreased product sizes may cause us to be less competitive with our peers and result in a reduction in sales volume or consumption, or increased packaging costs.

If we are not able to increase our selling prices or reduce product sizes sufficiently, or in a timely manner, to offset increased raw material, packaging, energy or other input costs, including freight, direct labor, overhead and employee benefits, or if our sales volume decreases significantly, there could be a negative impact on our financial condition and results of operations.

Consumers’ loyalty to our brands may change due to factors beyond our control, which could have a material adverse effect on our business and operating results.

Our business currently depends in a large part on repeat purchases by the same consumers, many of whom are based in our Core Geographies where we have acquired strong regional brands and distribution capabilities in recent years.

We believe this purchasing pattern is indicative of loyalty to our brands.

However, these consumers are under no obligation to continue to repeatedly purchase our products and could stop or materially reduce purchasing our products at any time.

These consumers could cease purchasing our products for any number of reasons, some of which are beyond our control, including changing consumer trends, negative publicity regarding our brand, real or perceived quality or health issues with our products, a change in consumers’ perception of “better for you” brands or other specialty brands, or the availability of premium-branded or lower-priced alternative snack products, or for no reason at all.

Loss of consumers’ loyalty to our brands and the resulting decreased sales to consumers could have an adverse effect on our business and operating results.

Demand for our products may be adversely affected by changes in consumer preferences and tastes or if we are unable to innovate or market our products effectively.

We are a consumer products company operating in highly competitive markets and rely on continued demand for our products.

To generate revenue and profits, we must sell products that appeal to our customers and consumers.

Any significant changes in consumer preferences or any inability on our part to anticipate or react to such changes could result in reduced demand for our products and erosion of our competitive and financial position.

Our success depends on our ability to respond to consumer trends, including increasing concerns of consumers regarding health and wellness, obesity, product attributes and ingredients, as demonstrated through the “better-for-you” movement in our industry.

In addition, changes in product category consumption or consumer demographics could result in reduced demand for our products.

Consumer preferences may shift due to a variety of factors, including the changes in social trends and activity patterns.

Any of these changes may affect consumers’ willingness to purchase our products and negatively impact our financial results.

Our continued success also is dependent on product innovation, such as new flavors and formats, as well as the introduction of “better-for-you” products in response to evolving consumer preference.

In order to successfully compete within our industry, we must maintain a robust pipeline of new products, and effective advertising and promotional campaigns, marketing programs and product packaging.

Although we devote significant resources to meet this goal, we may not be able to continue to develop and launch successful new products or variants of existing products, or to effectively execute advertising and promotional campaigns and marketing programs.

We must expend resources to create consumer awareness, build brand loyalty and generate interest in our products.

In addition, competitors may offer significant price reductions and consumers may not find our products suitably differentiated from products of our competitors.

Our ability to develop, market and sell new and existing products at an appropriate price may be hampered by unfavorable terms of sale imposed by our retail customers or, once placed, the failure to have an attractive price set for our products.

Competitors, many of whom have greater resources than us, vie for the same shelf placement and may offer incentives to retail customers that we cannot match.

In addition, unattractive shelf placement and pricing may put us at a disadvantage to our competitors.

Even if we do obtain shelf space or preferable shelf placement for any of our brands, our new and existing products may fail to achieve the sales expectations set by our retail customers, potentially causing these retailers to remove our products from the shelf.

Additionally, an increase in the number and quality of private-label products in the product categories in which we compete could reduce available shelf space and hamper the placement for our branded products, which could adversely affect our sales.

To obtain and keep shelf placement for our products, we may need to increase our marketing and advertising spending in order to create consumer awareness, protect and grow our existing market share or to promote new products, which could impact our operating results.

Despite our efforts, our marketing and advertising efforts may not be effective, and we may not be able to protect or grow our existing market share nor successfully promote new products.

In addition, we consistently evaluate our product lines to determine whether or not to discontinue certain products.

Discontinuing product lines may increase our profitability but could reduce our sales and hurt our brand and consumer loyalty, and a reduction in sales of certain of our products could result in a reduction in sales of other of our products.

The discontinuation of product lines may have an adverse effect on our business.

Fluctuations in our results of operations from quarter to quarter because of changes in our promotional activities may impact, and may have a disproportionate effect on, our overall financial condition and results of operations.

Our business is subject to quarterly fluctuations due to the timing of, and demand for, consumer-driven promotional activities, which may have a disproportionate effect on our results of operations.

Historically, we have offered a variety of sales and promotion incentives to our customers, IOs, and third-party distributors and consumers, such as price discounts, consumer coupons, volume rebates, cooperative marketing programs, slotting fees and in-store displays.

In addition, our sales and promotion incentives are typically offered in connection with seasonal social events, holidays and sporting events.

Our Net Sales are periodically influenced by the introduction and discontinuance of sales and promotion incentives.

Reductions in overall sales and promotion incentives could impact our Net Sales and affect our results of operations in any particular fiscal quarter.

Our reputation or brand image might be impacted as a result of issues or concerns relating to the quality and safety of our products, ingredients or packaging, and other environmental, social or governance matters, which in turn could negatively impact our operating results.

In order to sell our branded products, we need to maintain a good reputation with our stakeholders, including our customers, consumers, IOs, third-party distributors, suppliers, vendors, employees and equityholders, among others.

Issues related to the quality and safety of our products, ingredients or packaging could jeopardize our image and reputation.

Negative publicity related to these types of concerns, or related to product contamination or product tampering, whether valid or not and which may not be in our control, could decrease demand for our products or cause production and delivery disruptions.

We may need to recall products if any of our products become unfit for consumption, and we could potentially be subject to litigation or government actions, which could result in payments of fines or damages.

In addition, negative publicity related to our environmental, social or governance practices could also impact our reputation with customers, consumers, IOs, third-party distributors, suppliers, vendors, employees and equityholders, among others.

Costs associated with these potential actions, as well as the potential impact on our ability to sell our products, could negatively affect our operating results.

If our products become adulterated or are mislabeled, we might need to recall those items, and we may experience product liability claims and damage to our reputation.

We have in the past and we may, in the future, need to recall some of our products, including any products that we produce for other parties under a private label, if they become adulterated or if they are mislabeled due to our fault or error, or the fault or error of any of our suppliers.

We may also be liable if the consumption of any of our products cause sickness or injury to consumers.

A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, losses due to the frustration of our contracts with third parties, and lost sales due to the unavailability of product for a period of time.

We could also suffer losses from a significant adverse product liability judgment.

A significant product recall or product liability claim could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in the safety or quality of our products, ingredients or packaging and consumer loyalty.

We may not be sufficiently indemnified by our suppliers, or successfully recover under any such indemnification rights, in the event sickness or injury to consumers is caused by any of our supplier’s fault or error.

In addition, if other companies recall or experience negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in that category.

Slotting fees and customer charges or charge-backs for promotion allowances, cooperative advertising, and product or packaging damages, as well as undelivered or unsold food products may have a significant impact on our operating results and may disrupt our customer relationships.

Retailers in the grocery industry may charge slotting fees for access to shelf space and often enter into promotional and advertising arrangements with manufacturers that result in the sharing of promotional and advertising costs among the retail customer, distributor or manufacturer.

As the retail grocery industry has consolidated and become more competitive, retail customers have sought greater participation by manufacturers in cooperative promotional and advertising arrangements and are more inclined to pass on unanticipated increases in promotional and advertising costs to distributors and manufacturers.

Additionally, retailers are exhibiting a greater willingness to take deductions from distributors and manufacturers for damaged products, undelivered and unsold products or to return unsold products to distributors and manufacturers.

If we are charged significant and unanticipated promotional allowances or advertising charges directly or indirectly by retail customers, or if we, our IOs, third-party distributors or our direct or indirect customers take substantial charge-backs or return material amounts of our products, the operating results and liquidity of our business could be harmed, perhaps substantially.

Moreover, an unresolved disagreement with a retail customer concerning promotional allowances, advertising charges, charge-backs or returns could significantly disrupt or cause the termination of a customer relationship, immediately reducing our sales and liquidity.

Because of the limited number of retail customers in the U.S.

grocery market, the loss of even a single retail customer, a single stock-keeping unit previously maintained by a retail customer, or a customer of one of our significant IOs or third-party distributors, could have a long-term negative impact on our financial condition and Net Sales.

We do not have many contracts with our customers that require the purchase of a minimum amount of our products.

Very few of our customers provide us with firm, long-term or short-term volume purchase commitments.

As a result of the absence of such contracts, we could have periods during which we have no or limited orders for our products, but we will continue to have certain fixed costs, including those to maintain our work force and other expenses that are subject to contract.

We may not be able to find new customers in a timely manner to supplement periods where we experience no or limited purchase orders or recover fixed costs as a result of experiencing reduced purchase orders.

Periods of no or limited purchase orders for our products could have a material adverse effect on our Net Income or cause us to incur losses.

Unanticipated fluctuations in product requirements by our customers could result in fluctuations in our results from quarter to quarter.

We operate in the highly competitive snack food industry, which may reduce our ability to sell our products to our customers or consumers if we are unable to compete effectively.

The sales of most of our products are subject to significant competition due to factors including product quality and taste, brand awareness among consumers, access to shelf space at retail customers’ locations, price, advertising and promotion, innovation of on-trend snacks, variety of snacks offered, nutritional content, product packaging and package design.

We compete in that market principally on the basis of product taste and quality, but also brand recognition and loyalty, price, marketing, advertising and the ability to satisfy specific consumer dietary needs against numerous multinational, regional and local companies, as well as emerging companies, primarily in the “better-for-you” product segment.

Historically our growth strategy has utilized acquisitions in the salty snack industry as a means of our growth, and we believe that acquisitions will continue to be an important component of our intended growth strategy.

Additionally, as a general matter, there is continuing consolidation in the snack food industry and in retail outlets for snack foods by other market participants.

Although we gain benefits from the execution of our acquisition strategy, the continuing consolidation has increased, and may continue to increase, competition over such factors as promotional discounting and other price cutting techniques.

Consolidation within the snack food industry and retail outlets by others may prevent us from effectively competing if others in the industry that have greater resources than us, and retail customers or potential retail customers, enter into long-term purchase contracts or promotional arrangements.

Significant consolidation by others increases the possibility that we could lose one or more major customers, lose existing product authorizations at customer locations, lose market share or shelf space, increase expenditures or reduce selling prices, which could have an adverse impact on our business or financial results.

In addition, we compete with emerging companies, primarily in the “better-for-you” product segment, some of which may provide innovative or trendier snack foods.

In addition, many of these emerging companies receive investment from private equity, venture capital or other investors, who may be willing to accept lower product margins or sustained losses by such competitors, while such competitors gain market share.

If such emerging companies are able to attract a loyal consumer base through more innovative or trendier snack foods, or offer their snack food products at lower prices than us, our market share and results of operations may be materially and adversely affected.

Substantial advertising and promotional expenditures may also be required to maintain or improve our brands’ market position or to introduce a new product to the market, and participants in our industry have been engaging with new media, including consumer outreach through social media and web-based channels.

Advertising and promotional expenditures may be ineffective if consumers prioritize price over other factors and purchase lower-cost alternatives, such as private label, generic or store branded products.

Our ability to compete may also be dependent on the availability of product category-appropriate snack aisles at our retail customers’ locations and whether our products are placed in the appropriate snack aisle, such as the “better-for-you” snack food aisle or in the traditional snack food aisle.

An increasing focus on “better for you” products and other specialty products in the marketplace will likely increase these competitive pressures within the category in future periods.

Due to the competitive landscape in the snack food industry, price increases for our products that we initiate or failure to effectively advertise and promote our products may negatively impact our financial results if not properly implemented or accepted by our customers, IOs, third-party distributors or consumers.

Future price increases, such as those made in order to offset increased input costs or other expenditures, such as advertising and promotion, may reduce our overall sales volume, which could reduce our revenue and operating profit.

We may not be able to implement price increases driven by higher input costs on a timely basis or at all, either of which may reduce our operating profit.

Additionally, if market prices for certain inputs decline significantly, in some instances we may be required by contract to pay customers the difference or experience customer pressure to reduce the prices for our products which could lower our revenue and operating profit.

Further, if our advertising or promotional efforts do not increase brand awareness or sales of our products, our expenses may increase, and our operating profit may be reduced.

We face competition in our business from private label, generic or store branded products which may result in price point pressures, leading to decreased demand for our products.

We are subject to competition from companies, including from some of our customers, that either currently manufacture or are developing products directly in competition with our products.

While we manufacture certain store-branded products for our customers under a private label, these private label, generic or store-branded products may be a less expensive option for consumers than our products, making it more difficult to sell our branded products.

If our customers cease to purchase our branded products or select another third-party manufacturer for their private label products, our financial results could be adversely affected.

Similarly, other large retail customers or potential customers could follow similar private-label strategies.

In future years, we may experience pricing pressure from our customers due to such competition, which could have a material and adverse effect on our operating results.

Changes in retail distribution arrangements can result in the temporary loss of retail shelf space and disrupt sales of food products, causing our sales to fall.

From time to time, retailers change distribution centers that supply some of their retail stores.

If a new distribution center has not previously distributed our products in that region, it may take time for a retailer’s distribution center to begin distributing new products in its region.

Even if a retailer approves the distribution of products in a new region, product sales may decline while the transition in distribution takes place.

If we do not get approval to have our products offered in a new distribution region or if getting this approval takes longer than anticipated, our sales and operating results may suffer.

Our direct-to-warehouse delivery network system relies on a significant number of brokers, wholesalers and logistics companies.

Such reliance could affect our ability to effectively and profitably distribute and market products, maintain existing markets and expand business into other geographic markets.

Our DTW network system relies on a significant number of brokers, wholesalers and logistics companies to deliver our products to approximately 350 retailer distribution centers as of the end of our 2020 fiscal year.

The ability to maintain a DTW system depends on a number of factors, many of which are outside of our control.

Some of these factors include:

(i) the level of demand for the brands and products which are available in a particular area surrounding a retailer distribution center;

(ii) the ability to price products at levels competitive with those offered by competing producers and at prices that consumers will purchase our products;

and (iii) our ability and the ability of third-party logistics companies to deliver products in the quantity and at the time ordered by brokers, wholesalers and retail customers.

We may not be able to mitigate the risks related to all or any of these factors in any of our current or prospective geographic areas.

To the extent that any of these factors have an adverse effect on our relationships with our brokers, wholesalers or third-party logistics companies, thus limiting maintenance and expansion of the sales market, our revenue and financial results may be adversely impacted.

Identifying new brokers, wholesalers or third-party logistics companies can be time-consuming and any resulting delay may be disruptive and costly to our business.

Many of our agreements with our brokers, in particular, are terminable by either us or them after satisfaction of a short notice period.

There also is no assurance that we will be able to maintain current distribution relationships or establish and maintain successful relationships with brokers, wholesalers or third-party logistics companies in new geographic distribution areas.

We may have to incur significant expenses to attract and maintain brokers, wholesalers or third-party logistics companies in one or more geographic distribution areas.

The occurrence of any of these factors could result in increased expense or a significant decrease in sales volume through the DTW system and harm our business and financial results.

Our direct-store-delivery network system and regional third-party distributor network relies on a significant number of independent operators and third-party distributors, and such reliance could affect our ability to effectively and profitably distribute and market products, maintain existing markets and expand business into other geographic markets.

Our DSD network and regional third-party distributor network rely on over 1,300 IOs and approximately 430 third-party distributors, respectively, as of the end of our 2020 fiscal year for the distribution and sale of our branded products and some private label products.

In order to purchase from us an exclusive right to deliver our products to retail customers in a specific territory, IOs and third-party distributors must make a commitment of capital or obtain financing to purchase such rights and other equipment to conduct their business.

Certain financing arrangements, through third-party lending institutions, are made available to IOs and require us to repurchase the rights granted to an IO in the event the IO defaults on its loan;

we are then required to collect any shortfall from the IO, to the extent possible.

The inability of the IOs to make timely payments on their financing arrangements could require us to make payments on such financing arrangements pursuant to any guarantee agreements we have in place with such IOs’ third-party lenders.

If we are required to make payments under such guarantees upon default by our IOs of a significant amount under their financing arrangements, the aggregate amount of such payments, could have an adverse effect on our financial results.

The ability to maintain a DSD network and regional third-party distributor network depends on a number of factors, many of which are outside of our control.

Some of these factors include:

(i) the level of demand for the brands and products which are available in a particular distribution area;

(ii) the ability to price products at levels competitive with those offered by competing producers;

and (iii) the ability to deliver products in the quantity and at the time ordered by IOs or third-party distributors, and retail customers.

There can be no assurance that we will be able to mitigate the risks related to all or any of these factors in any of our current or prospective geographic areas of distribution.

To the extent that any of these factors have an adverse effect on our relationships with IOs third-party distributors, thus limiting maintenance and expansion of the sales market, our revenue and financial results may be adversely impacted.

In addition, we rely on third-party distributors to directly or indirectly promote and sell our products within their assigned distribution areas.

We may reimburse third-party distributors for a portion of their costs and expenses incurred in connection with such promotional efforts.

If third-party distributors do not efficiently promote our products, we may experience an adverse effect on our financial results.

Identifying new IOs and third-party distributors can be time-consuming and any resulting delay may be disruptive and costly to the business.

There also is no assurance that we will be able to maintain current distribution relationships or establish and maintain successful relationships with IOs or third-party distributors in new geographic distribution areas.

There is the possibility that we will have to incur significant expenses to attract and maintain IOs and third-party distributors in one or more geographic distribution areas.

The occurrence of any of these factors could result in increased expense or a significant decrease in sales volume through the DSD network and regional third-party distributor network and harm our business and financial results.

A disruption in the operation of the DSD network, regional third-party distributor network or DTW system could negatively affect our results of operations, financial condition and cash flows.

We believe that our development of our DSD network, regional third-party distributor network and DTW system is a significant competitive advantage.

A material negative change in our relationship with our IOs, third-party distributors, brokers, wholesalers and logistics companies could materially and negatively affect our financial condition, results of operations, cash flows, and ability to operate and conduct our business.

In addition, litigation or one or more adverse rulings by courts or regulatory or governmental bodies regarding our DSD network, third-party distributor network or DTW system, including actions or decisions that could affect the independent contractor classifications of the IOs, or an adverse judgment against us for actions taken by the IOs could materially and negatively affect our financial condition, results of operations, cash flows, and ability to operate and conduct our business.

The evolution of e-commerce sales channels may adversely affect our business, financial condition or results of operations.

Our industry has been affected by changes to the retail landscape through sales over the Internet, including the rapid growth in sales through e-commerce websites, mobile commerce applications and subscription services as well as the integration of physical and digital operations among retailers.

If we are unable to develop and maintain successful relationships with existing and new e-commerce retailers or otherwise adapt to the growing e-commerce landscape, while simultaneously maintaining relationships with our key customers, IOs and third-party distributors operating in traditional retail channels, we may be disadvantaged in certain channels and with certain customers, IOs, third-party distributors and consumers, which can adversely affect our business, financial condition or results of operations.

In addition, the growth in e-commerce may result in consumer price deflation and higher direct-to-consumer costs, which may adversely affect our margins, as well as our relationships with key retail customers and our IOs and third- party distributors.

If these e-commerce retailers were to take significant additional market share away from traditional retailers or we fail to adapt to the rapidly changing retail and e-commerce landscapes, including finding ways to create more powerful digital tools and capabilities for our retail customers to enable them to grow their businesses, our ability to maintain and grow our profitability, share of sales or volume, and our business, financial condition or results of operations could be adversely affected.

The rapid expansion of hard discounters may adversely affect our business, financial condition or results of operations.

The growth of hard discounters, which are focused on limiting the number of items they sell and selling predominantly private label brands, may continue to reduce our ability to sell our products through such retailers.

The rapid expansion of hard discounters may, among other factors, result in consumer price deflation, which may affect our relationships with key retail customers.

Failure to appropriately respond to the expansion of hard discounter retailers may reduce our ability to sell our products in retail locations where consumers may be willing to purchase them, thus adversely affecting our ability to maintain or grow our share of sales or volume, and adversely affecting our business, financial condition or results of operations.

In addition, if hard discounters were to take significant additional market share away from traditional retailers or if we fail to adapt to the rapidly changing retail landscape, our ability to maintain and grow our profitability, share of sales or volume and our business, financial condition or results of operations could be adversely affected.

Disruption to our manufacturing operations, supply chain or distribution channels could impair our ability to produce or deliver finished products and negatively impact our operating results.

Disruption to our manufacturing operations, our supply chain or our distribution channels, including our DSD network, regional third-party distributor network and DTW system, could result from, among other factors, the following:

(i) natural disaster;

(ii) pandemic, or epidemic or other outbreak of disease;

(iii) adverse developments in crops or other significant ingredient shortfall, due to factors such as famine or climate conditions affecting agricultural materials;

(iv) fire or explosion;

(v) terrorism or other acts of violence;

(vi) labor strikes or other major labor disruptions;

(vii) unavailability of raw or packaging materials;

(viii) operational or financial instability of key suppliers, and other vendors or service providers, including our IOs, third-party distributors, brokers, wholesalers and logistics companies;

(ix) government action or economic or political uncertainties or instability affecting the manufacture, distribution or sale of our products;

(x) power, fuel or water shortages;

(xi) unanticipated failures to comply with regulatory requirements;

and (xii) changes requiring unexpected shifts in production planning which could impact our ability to meet product demand in a cost-effective manner.

If we are unable, or find that it is not financially feasible, to effectively plan for or mitigate the potential impacts of such disruptive events on our manufacturing operations or supply chain, our financial condition and results of operations could be negatively impacted.

The loss of, or a significant reduction in sales to, any key customer can adversely affect our business, financial condition or results of operations.

Our customers include wholesale and other distributors, grocery stores, convenience and drug stores, discount stores, mass merchandisers, membership club stores, hard discounters, and specialty and e-commerce retailers, among others.

We must maintain mutually beneficial relationships with our key customers to compete effectively.

Any inability to resolve a significant dispute with any of our key customers, a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated to us, a significant reduction in sales to any key customer, or the loss of any of our key customers can adversely affect our business, financial condition or results of operations.

Our business, financial condition or results of operations may be adversely affected by increased costs, disruption of supply or shortages of raw materials, energy, water and other supplies.

We and our business partners use various raw materials, energy, water and other supplies in our business.

Our supply chain, including our raw materials and other supplies, may be disrupted by unfavorable economic conditions and other disruptions to free and open trade of materials used in our products.

In addition, some of our raw materials and other supplies are available from a limited number of suppliers or a sole supplier or are in short supply when seasonal demand is at its peak.

We may not be able to maintain favorable arrangements and relationships with our suppliers and our contingency plans, including development of ingredients, materials or supplies to replace ingredients, materials or supplies sourced from such suppliers, may not be effective in preventing disruptions that may arise from shortages or discontinuation of any ingredient that is sourced from such suppliers.

In addition, increasing focus on climate change, deforestation, water conservation, animal welfare and human rights concerns and other risks associated with the global food system may lead to increased activism focusing on consumer goods companies, governmental intervention and consumer response, and could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business.

The raw materials and energy, including electricity, fuel and natural gas, that we use for the manufacturing, production and distribution of our products are largely commodities that are subject to price volatility and fluctuations in availability caused by many factors, including changes in global supply and demand, weather conditions (including any potential effects of climate change), fire, natural disasters, disease or pests, agricultural uncertainty, pandemics, epidemics or other outbreak of disease, governmental incentives and controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers), limited or sole sources of supply, political uncertainties, acts of terrorism, governmental instability or currency exchange rates.

Shortage of some of these raw materials and other supplies, sustained interruption in their supply or an increase in their costs could adversely affect our business, financial condition or results of operations.

Many of our ingredients, raw materials and commodities are purchased in the open market.

The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders (including buying forward at contracted prices for delivery of such supply within a period of up to a year), pricing agreements and derivative instruments, including options and futures.

If commodity price changes result in unexpected or significant increases in raw materials and energy costs, we may be unwilling or unable to increase our product prices or unable to effectively hedge against commodity price increases to offset these increased costs without suffering reduced volume, revenue, margins and operating results.

In addition, certain of the derivatives used to hedge price risk do not qualify for hedge accounting treatment and, therefore, can result in increased volatility in our net earnings in any given period due to changes in the spot or market prices of the underlying commodities.

Water is a limited resource in many parts of the world.

The lack of available water of acceptable quality and increasing pressure to conserve water in areas of scarcity and stress may lead to supply chain disruption;

adverse effects on our operations;

higher compliance costs;

capital expenditures (including additional investments in the development of technologies to enhance water efficiency and reduce water consumption);

higher production costs;

the cessation of operations at, or relocation of, our facilities or the facilities of our suppliers, contract manufacturers, distributors, joint venture partners or other third parties;

or damage to our reputation, any of which could adversely affect our business, financial condition or results of operations.

We rely on local government and municipal agencies to provide several resources, including water, electricity and natural gas, in such quantities and of such quality to be of use as inputs for our products.

These local government and municipal agencies are subject to various regulations and political pressures from numerous stakeholders, which may cause them to conserve resources or fail to protect the quality of these resources, at times when we rely on them to timely deliver our products to our customers.

If these agencies are unable or unwilling to deliver resources of a suitable quantity or quality we may not be able to deliver products in the quantity and at the time ordered by our customers, IOs, third-party distributors, brokers, wholesalers and retail customers, which may have a material and adverse effect on our results of operations.

Pandemics, epidemics or other disease outbreaks, such as COVID-19, may change or disrupt consumption and trade patterns, supply chains, and production processes, which could materially affect our operations and results of operations.

Pandemics, epidemics or other disease outbreaks, such as COVID-19, could significantly change consumption patterns for our products.

These changes could force us to rapidly adapt to those new patterns, and, if we do not, our business could be materially and adversely affected.

Additionally, pandemics, epidemics or other disease outbreaks, may depress or otherwise impact demand for our products because quarantines may inhibit consumption or as the result of other factors.

Restrictions on public gatherings or interactions may also limit the opportunity for our customers and consumers to purchase our products, especially in certain of our sales channels, such as food service.

Any economic downturn caused by any pandemic, epidemic or other disease outbreak may also cause substantial changes in consumer behavior, some of which we may not be able to predict with certainty, including:

• A shift in consumer preference toward private label products and changes in consumer behavior to retail outlets that do not sell any, or a significant portion, of our products, such as hard discounters.

See “― Our performance may be impacted by general economic conditions or an economic downturn .”

• Rapid growth in sales through e-commerce websites, mobile commerce applications and subscription services, which is a channel through which we may not be able to effectively compete.

See “— The evolution of e-commerce sales channels may adversely affect our business, financial condition or results of operations .”

The spread of pandemics, epidemics or other disease outbreaks may also disrupt logistics necessary to distribute products to us or our customers.

Ports and other channels of entry may be closed or operate at only a portion of capacity, as workers may be prohibited or otherwise unable to report to work and means of transporting products within regions may be limited for the same reason.

Our operations, or those of suppliers and other members of our supply chain, or IOs, third-party distributors and other participants in our distribution channels may become limited in their ability to procure, distribute, or produce our products because of transport restrictions related to quarantines or travel bans.

Workforce limitations and travel restrictions resulting from pandemics, epidemics or other disease outbreaks and related government actions may impact many aspects of our business.

If a significant percentage of our workforce is unable to work, including because of catastrophes, illness, travel or government restrictions in connection with pandemics, epidemics or other disease outbreaks, our operations may be negatively impacted.

We have developed, and periodically update, our contingency plans to address disruptions such as pandemics, epidemics and other disease outbreaks, or similar disruption in our operations.

If in the event of such a disruption our contingency plans are partially, or entirely, ineffective our operations and results of operations could be materially and adversely harmed.

Our financial position may be adversely affected by an unexpected event carrying an insurance obligation for which we have inadequate coverage.

We are primarily self-insured, up to certain limits, for employee group health claims.

We purchase stop-loss insurance, which will reimburse us for individual and aggregate claims in excess of certain annual established limits.

We are also primarily self-insured through large deductible insurance plans for automobile, general liability and workers’ compensation.

We have utilized a number of different insurance vehicles and programs for these insurable risks and recognizes expenses and reserves in accordance with the provisions of each insurance vehicle/program.

We believe that our insurance coverage is customary for businesses of our size and type.

However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure.

These losses, should they occur, could have a material adverse effect on our business, financial condition or results of operations.

In addition, the cost of insurance fluctuates based upon our historical trends, market conditions, and availability.

We estimate the liabilities and required reserves associated with the risks we retain.

Any such estimates and actuarial projection of losses is subject to a considerable degree of variability.

Among the causes of this variability are changes in benefit levels, medical fee schedules, medical utilization guidelines, severity of injuries and accidents, vocation, rehabilitation and apportionment and unpredictable external factors affecting inflation rates, discount rates, rising healthcare costs, litigation trends, legal interpretations, benefit level changes, actual claim settlement patterns, and pandemics, epidemics and other disease outbreaks.

If actual losses incurred are greater than those anticipated, our reserves may be insufficient and additional costs could be recorded in our consolidated financial statements.

If we suffer a substantial loss that exceeds our self-insurance reserves, and any excess insurance coverage, the loss and attendant expenses could harm our business, financial condition, or results of operations.

We have purchased stop-loss coverage from third parties for certain employee healthcare plans, which limits our exposure above the amounts we have self-insured.

In addition, while we currently maintain insurance coverage that is intended to address certain costs associated with aspects of our business, this insurance coverage, to the extent we utilize it, may not, depending on the specific facts and circumstances surrounding an incident, may be insufficient to cover the actual losses or the types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

Changes in the legal and regulatory environment could limit our business activities, increase our operating costs, reduce demand for our products or result in litigation.

The conduct of our businesses, including the procurement, production, storage, distribution, sale, display, advertising, marketing, labeling, health and safety practices, transportation and use of many of our products, are subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as to laws and regulations administered by government entities and agencies outside the United States in markets in which our products or components thereof (such as packaging) may be made, manufactured or sold.

These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of a variety of factors, including political, economic or social events.

Such changes may include changes in:

• Food and drug laws (including U.S.

Food and Drug Administration regulations and other applicable regulations);

• Laws related to product labeling;

• Advertising and marketing laws and practices;

• Laws and programs restricting the sale and advertising of certain of our products;

• Laws and programs aimed at reducing, restricting or eliminating ingredients present in certain of our products;

• Laws and programs aimed at discouraging the consumption of products or ingredients or altering the package or portion size of certain of our products;

• Increased regulatory scrutiny of, and increased litigation involving, product claims and concerns regarding the effects on consumers’ health from ingredients in, or attributes of, certain of our products;

• Farming and environmental laws;

• Taxation requirements, including the imposition or proposed imposition of new or increased taxes or other limitations on the sale of our products;

• State consumer protection and disclosure laws;

• Anti-corruption laws;

• Laws regulating transportation, including the use of motor vehicles;

• Employment and labor laws, including laws regulating employee or independent contractor classification;

• Privacy laws;

• Export control laws;

• Laws regulating the price we may charge for our products;

• Competition or antitrust laws.

New laws, regulations or governmental policy and their related interpretations, or changes in any of the foregoing, including taxes or other limitations on the sale of our products, ingredients contained in our products or commodities used in the production of our products, may alter the environment in which we do business and, therefore, may impact our operating results or increase our costs or liabilities.

As a food manufacturing company, all of our products must be compliant with regulations by, among others, the U.S.

Food and Drug Administration (“FDA”), the Federal Trade Commission ( “ FTC”), United States Department of Agriculture (“USDA”), and the laws of the various states and localities where we operate and sell products (“Local Laws”).

In addition a number of our products rely on independent certification that they are non-GMO, gluten-free, organic or Kosher.

Any non-compliance with the FDA, or USDA, or the loss of any such certification could harm our business.

We must comply with various FDA, FTC and USDA rules and regulations and Local Laws, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products.

It is possible that FDA, FTC and USDA regulations thereof may change over time.

As such, there is a risk that our products could become non-compliant with the applicable regulations and any such non-compliance could harm our business.

In addition, we rely on independent certification of our non-GMO, organic, gluten-free and Kosher products and must comply with the requirements of independent organizations or certification authorities in order to label our products as such.

Currently, the FDA does not directly regulate the labeling of Kosher or non-GMO products as such.

The FDA has defined the term “gluten-free” and we must comply with the FDA’s definition if we include this label on our products.

Our products could lose their non-GMO and gluten-free certifications if our raw material suppliers lose their product certifications for those specified claims.

We could also lose our Kosher product certification if our production facility or a contract manufacturing plant is found to be in violation of required manufacturing or cleaning processes.

The loss of any of these independent certifications, including for reasons outside of our control, could harm our business.

We also must comply with state rules and regulations, including Proposition 65 in California, which requires a specific warning on or relating to any product that contains a substance listed by the State of California as having been found to cause cancer or birth defects or other reproductive harm, unless the level of such substance in the product is below a safe harbor level established by the State of California.

Interpretation and application of such rules, including potential differences in application on a state by state basis, may give rise to uncertainty as to the appropriate labeling and formulation of our products.

In addition, the FDA has adopted labeling guidelines that will affect the labeling of both the front and back of many of our products.

We are continually reviewing and revising our labeling activities in advance of new or changed requirements in anticipation of any rules coming into effect and in response to industry litigation trends.

The imposition or proposed imposition of additional product labeling or warning requirements may reduce overall consumption of our products, lead to negative publicity (whether based on scientific fact or not) or leave consumers with the perception (whether or not valid) that our products do not meet their health and wellness needs, resulting in adverse effects on our business, financial condition or results of operations.

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.

We and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations, including but not limited to matters related to our advertising, marketing or commercial practices;

product labels, the difference between the actual capacity of a container and the volume of product contained in such container (which is referred to as “slack fill”), claims and ingredients;

our intellectual property rights;

environmental, privacy, employment, tax and insurance matters;

and matters relating to our compliance with applicable laws and regulations.

We evaluate such matters to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses and establish reserves as we deem appropriate.

These matters are inherently uncertain and there is no guarantee that we will be successful in defending ourselves in these matters, or that our assessment of the materiality of these matters and the likely outcome or potential losses and established reserves will be consistent with the ultimate outcome of such matters.

In the event that management’s assessment of actual or potential claims and proceedings proves inaccurate or litigation, claims, proceedings, inquiries or investigations that are material arise in the future, there may be a material adverse effect on our business, financial condition or results of operations.

Responding to litigation, claims, proceedings, inquiries, and investigations, even those that are ultimately non-meritorious, requires us to incur significant expense and devote significant resources, including the time and attention of our management, and may generate adverse publicity that damages our reputation or brand image, resulting in an adverse impact on our business, financial condition or results of operations.

We may be unable to successfully identify and execute or integrate acquisitions.

In December 2017, October 2019, and December 2020, we acquired Inventure Foods, Kennedy, the DSD snacks business of Conagra Brands, Inc., and Truco, respectively.

In addition, we have periodically acquired other businesses or business assets and we plan to selectively pursue acquisitions in the future to continue to grow and increase our profitability.

Our acquisition strategy is based on identifying and acquiring brands with products that complement our existing products and identifying and acquiring brands in new categories and in new geographies for purposes of expanding our platform of snack foods.

Although we regularly evaluate multiple acquisition candidates, we cannot be certain that we will be able to successfully identify suitable acquisition candidates, negotiate acquisitions of identified candidates on terms acceptable to us, or integrate acquisitions that we complete.

Our acquisition strategy involves numerous risks and uncertainties, including intense competition for suitable acquisition targets, which could increase valuations or adversely affect our ability to consummate deals on favorable or acceptable terms, the potential unavailability of financial resources necessary to consummate acquisitions in the future, the risk that we improperly value and price a target, the inability to identify all of the risks and liabilities inherent in a target company notwithstanding our due diligence efforts, the diversion of management’s attention from the operations of our business and strain on our existing personnel, increased leverage due to additional debt financing that may be required to complete an acquisition, dilution of our stockholder’s net current book value per share if we issue additional equity securities to finance an acquisition, difficulties in identifying suitable acquisition targets or in completing any transactions identified on sufficiently favorable terms and the need to obtain regulatory or other governmental approvals that may be necessary to complete acquisitions.

In addition, any future acquisitions may pose risks associated with entry into new geographic markets, including outside the United States, distribution channels, lines of business or product categories, where we may not have significant or any prior experience and where we may not be as successful or profitable as we are in businesses and geographic regions where we have greater familiarity and brand recognition.

Potential acquisitions may also entail significant transaction costs and require a significant amount of management time, even where we are unable to consummate or decide not to pursue a particular transaction.

In addition, even when acquisitions, such as the acquisition of Inventure Foods, Kennedy, and Truco, are completed, integration of acquired entities and business lines can involve significant difficulties, such as failure to achieve financial or operating objectives with respect to an acquisition, strain on our personnel, systems and operational and managerial controls and procedures, the need to modify systems or to add management resources, difficulties in the integration and retention of customers or personnel and the integration and effective deployment of operations or technologies, amortization of acquired assets (which would reduce future reported earnings), possible adverse short-term effects on cash flows or operating results, diversion of management’s attention from the operations of our business, integrating personnel with diverse backgrounds and organizational cultures, coordinating sales and marketing functions and failure to obtain and retain key personnel of an acquired business.

Failure to manage these acquisition growth risks could have an adverse effect on us.

The geographic concentration of our markets may adversely impact us if we are unable to effectively diversify the markets in which we participate.

Our legacy business has been heavily concentrated in the Northeast and Mid-Atlantic regions of the United States.

In recent years, however, through a series of acquisitions, we have expanded our geographic footprint to include locations across the United States.

This expansion, however, is relatively recent and we remain subject to the risks associated with entry into new geographic markets, including failure to achieve financial or operating objectives with respect to the newly expanded regions.

See “— We may be unable to successfully identify and execute or integrate acquisitions ” for a summary of risks associated with our geographic expansion and acquisition strategy.

Further, it is possible that the failure to effectively integrate acquired companies based in new geographic markets may frustrate our goal of diversifying our geographic presence, following which we may remain vulnerable to the financial risks associated with the lack of diversity.

We may not be able to attract and retain the highly skilled people we need to support our business.

We depend on the skills and continued service of key personnel, including our experienced management team.

In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified individuals.

We also compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train and retain other talented personnel.

Any such loss or failure may adversely affect our business or financial results.

We may also lose the service of key personnel and significant portions of our workforce for extended periods of time due to pandemics, epidemics or other disease outbreaks.

Our ability to be successful following the Business Combination is also dependent upon the efforts of the board of directors of the Company (the “Company Board”) and key personnel to operate a public company.

We cannot assure you that the Company Board and our key personnel will be effective or successful or remain with us.

In addition to the other challenges they will face, following the Business Combination such individuals may be unfamiliar with certain requirements of operating a public company, which could cause our management to expend time and resources becoming familiar with such requirements.

Activities related to identifying, recruiting, hiring and integrating qualified individuals may require significant time and expense.

We may not be able to locate suitable replacements for any members of the Company Board or key personnel who leave or suffer extended illness or disability, or offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.

A portion of our workforce is represented by unions.

Failure to successfully negotiate collective bargaining agreements, or strikes or work stoppages, could cause our business to suffer.

Some of our employees are covered by collective bargaining agreements, and other employees may seek to be covered by collective bargaining agreements.

Strikes or work stoppages or other business interruptions could occur if we are unable to renew these agreements on satisfactory terms or enter into new agreements on satisfactory terms or if we are unable to otherwise manage changes in, or that affect, our workforce, which could impair manufacturing and distribution of our products or result in a loss of sales, which could adversely impact our business, financial condition or results of operations.

The terms and conditions of existing, renegotiated or new collective bargaining agreements could also increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency or to adapt to changing business needs or strategy.

We license certain trademarks to sell branded specialty products under popular household names, such as T.G.I.

Friday’s®, which may require us to pay minimum annual royalty payments to the licensor.

We license trademarks, which permit us to sell branded specialty products under popular household names.

The terms of the license agreements typically include an obligation for us to pay a minimum annual royalty to the licensor.

If we are unable to sell enough branded specialty products to exceed the minimum amount, we would be obligated to still pay the minimum annual royalty payments.

If we are unable or unwilling to pay the minimum annual royalty payment, the licensor may be able to enforce the license agreement against us, and potentially terminate the license, which could have an adverse effect on our revenues and our results of operations.

We may not be successful in implementing our growth strategy, including without limitation, increasing distribution of our products, attracting new consumers to our brands, driving repeat purchase of our products, enhancing our brand recognition, and introducing new products and product extensions, in each case in a cost-effective manner, on a timely basis, or at all.

Our future success depends in large part on our ability to implement our growth strategy, including without limitation, increasing distribution of our products, attracting new consumers to our brands, driving repeat purchase of our products, enhancing our brand recognition and introducing new products and product extensions.

Our ability to implement our growth strategy depends, among other things, on our ability to develop new products, identify and acquire additional product lines and businesses, secure shelf space from retail customers, increase customer and consumer awareness of our brands, enter into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products and compete with numerous other companies and products.

We cannot assure you that we will be able to successfully implement our growth strategy and continue to maintain growth in our sales.

If we fail to implement our growth strategy, our sales and profitability may be adversely affected.

Our continued success depends, to a large extent, on our ability to successfully and cost-effectively develop and innovate our product offerings in response to changing consumer preferences and trends with respect to forms, flavors, textures and ingredients.

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

The development and introduction of new products requires substantial research and development and marketing expenditures, which we may be unable to recover if the new products do not achieve commercial success and gain widespread market acceptance.

Such failures may arise if our new products do not reach the market in a timely manner or fail to align with consumer tastes, which may occur for many reasons, including our non-exclusive collaboration with third-party seasoning and flavor houses.

Product innovation may also result in increased costs resulting from the use of new manufacturing techniques, capital equipment expenditures, new raw materials and ingredients, new product formulas and possibly new manufacturers.

There may also be regulatory restrictions on the production and advertising of our new products, and our new products may cannibalize sales of our existing products.

In addition, under-performance of new product launches may damage overall brand credibility with customers and consumers.

Further, new products may not achieve success in the marketplace, due to lack of demand, failure to meet consumer tastes or otherwise.

If we are unsuccessful in our product innovation efforts and demand for our products declines, our business would be negatively affected.

Impairment in the carrying value of goodwill or other intangible assets could have an adverse impact on our financial results.

The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities, and the net carrying value of other intangibles represents the fair value of trademarks, customer relationships, route intangibles and other acquired intangibles.

Pursuant to U.S.

GAAP, we are required to perform impairment tests on our goodwill and indefinite-lived intangible assets annually, or at any time when events occur, which could impact the value of our reporting unit or our indefinite-lived intangibles.

These values depend on a variety of factors, including the success of our business, market conditions, earnings growth and expected cash flows.

Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as increasing competitive pricing pressures, changes in discount rates based on changes in cost of capital or lower than expected sales and profit growth rates.

In addition, if we see the need to consolidate certain brands, we could experience impairment of our trademark intangible assets.

During fiscal 2020, we recognized impairment charges of $0.1 million and $3.8 million for goodwill and trademarks, respectively.

Significant and unanticipated changes in our business could require additional non-cash charges for impairment in a future period which may significantly affect our financial results in the period of such charge.

Our performance may be impacted by general economic conditions or an economic downturn.

An overall decline in economic activity could adversely impact our business and financial results.

Economic uncertainty may reduce consumer spending as consumers make decisions on what to include in their food budgets.

This could also result in a shift in consumer preference toward private label products and changes in consumer behavior to retail outlets that do not sell any, or a significant portion, of our products, such as hard discounters.

Shifts in consumer spending could result in increased pressure from competitors or customers that may require us to increase promotional spending or reduce the prices of some of our products, or limit our ability to increase or maintain prices, which could lower our revenue and profitability.

Instability in financial markets may impact our ability, or increase the cost, to enter into new credit agreements in the future.

Additionally, it may weaken the ability of our customers, suppliers, IOs, third- party distributors, banks, insurance companies and other business partners to perform their obligations in the normal course of business, which could expose us to losses or disrupt the supply of inputs we rely upon to conduct our business.

If one or more of our key business partners fail to perform as expected or contracted for any reason, our business could be negatively impacted.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands.

We consider our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our business.

We protect our intellectual property rights through a combination of trademark, trade dress, patent, copyright and trade secret protection, contractual agreements and policing of third-party misuses of our intellectual property.

Our failure to obtain or adequately protect our intellectual property or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results.

Competing intellectual property claims that impact our brands or products may arise unexpectedly.

Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management and key personnel from our business operations.

We also may be subject to significant damages or injunctions against development, launch and sale of certain products.

Any of these occurrences may harm our business and financial results.

Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations.

Information technology is critically important to our business operations.

We use information technology to manage all business processes including manufacturing, financial, logistics, sales, marketing and administrative functions.

These processes collect, interpret and distribute business data and facilitate communication internally and externally with employees, suppliers, customers and others.

We are, or may become, the target of attempted cyber and other security threats.

Therefore, we continuously monitor and update our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact.

We invest in industry standard security technology to protect our data and business processes against risk of data security breach and cyber-attack.

Our data security management program includes identity, trust, vulnerability and threat management business processes as well as adoption of standard data protection policies.

We measure our data security effectiveness through industry accepted methods and remediate significant findings.

We maintain and routinely test backup systems and disaster recovery, along with external network security penetration testing by an independent third party as part of our business continuity preparedness.

We also have processes in place to prevent disruptions resulting from the implementation of new software and systems of the latest technology.

While we have previously been subject to cyber-attacks and other security breaches, these incidents did not have a significant impact on our business operations.

We believe our security technology tools and processes provide adequate measures of protection against security breaches and reduce cybersecurity risks.

Nevertheless, despite continued vigilance in these areas, disruptions in or failures of information technology systems are possible and could have a negative impact on our operations or business reputation.

Failure of our systems, including failures due to cyber-attacks that would prevent the ability of systems to function as intended, could cause transaction errors, loss of customers and sales, and could have negative consequences to our company, our employees and those with whom we do business.

This in turn could have a negative impact on our financial condition and results of operations.

In addition, the cost to remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significant.

Improper use or misuse of social media may have an adverse effect on our business and financial results.

In recent years we have expanded our consumer outreach and communications through use of various social media platforms.

However, misuse of social media platforms by individuals, customers, consumers, competitors, or employees may result in unfavorable media attention which could negatively affect our business.

Further, our competitors are increasingly using social media platforms to market and advertise products.

If we are unable to adequately develop and deploy social media accounts on such platforms it could adversely affect our financial results.

Climate change or legal, regulatory or market measures to address climate change may negatively affect our business and operations or damage our reputation.

There is concern that carbon dioxide and other greenhouse gases in the atmosphere have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters.

In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as potatoes, oil, flour, wheat, corn, cheese, spices, seasonings and packaging materials.

Natural disasters and extreme weather conditions, such as a severe drought, hurricane, tornado, earthquake, wildfire or flooding, may disrupt the productivity of our facilities or the operation of our supply chain and unfavorably impact the demand for, or our consumers’ ability to purchase, our products.

Concern over climate change may result in new or increased regional, federal or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases.

In the event that such regulation is more stringent than current regulatory obligations or the measures that we are currently undertaking to monitor and improve our energy efficiency, we may experience disruptions in, or significant increases in our costs of, operation and delivery and be required to make additional investments in facilities and equipment or relocate our facilities.

In particular, increasing regulation of fuel emissions can substantially increase the cost of energy, including fuel, required to operate our facilities’ production lines, or transport and distribute our products, thereby substantially increasing the distribution and supply chain costs associated with our products.

As a result, the effects of climate change can negatively affect our business and operations.

In addition, any failure to achieve our goals with respect to reducing our impact on the environment or perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning climate change can lead to adverse publicity, resulting in an adverse effect on our business, reputation, financial condition or results of operations.

There is also increased focus, including by governmental and non-governmental organizations, investors, customers and consumers on these and other environmental sustainability matters, including deforestation, land use, climate impact and recyclability or recoverability of packaging, including plastic.

Our reputation can be damaged if we or others in our industry do not act, or are perceived not to act, responsibly with respect to our impact on the environment.

Our debt instruments contain covenants that impose restrictions on our operations that may adversely affect our ability to operate our business if we fail to meet those covenants or otherwise suffer a default thereunder.

Our debt instruments require us to comply with certain covenants and terms which may limit our ability to enter into new acquisitions, licenses, mergers, and to take on new debt and sell assets.

The terms of our debt instruments could adversely affect our operations and limit our ability to plan for or respond to changes in our business.

These and other terms in the debt instruments have to be monitored closely for compliance and could restrict our ability to grow our business or enter into transactions that we believe will be beneficial to our business.

If we are unable to comply with covenants in the agreements, commitments by the lenders thereunder may be terminated and the repayment of our indebtedness may be accelerated.

Changes in interest rates may adversely affect our earnings and/or cash flows.

Our term loan and asset based revolving credit facility bear interest at variable interest rates that use the London Inter-Bank Offered Rate (“LIBOR”) as a benchmark rate.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR quotations after 2021 (the “FCA Announcement”).

The FCA Announcement, as updated by more recent pronouncements, indicates that the continuation of LIBOR on the current basis cannot and will not be assured after 2023, and LIBOR may cease to exist or otherwise be unsuitable for use as a benchmark.

Recent proposals for LIBOR reforms may result in the establishment of new methods of calculating LIBOR or the establishment of one or more alternative benchmark rates.

Although our credit agreement provides for successor base rates, the successor base rates may be related to LIBOR, and the consequences of any potential cessation, modification or other reform of LIBOR cannot be predicted at this time.

We work to reduce our exposure to LIBOR through swap contracts which effectively fix a portion of our variable-rate interest payments.

If LIBOR ceases to exist, we may need to amend our credit agreement and swap contracts.

As a result, our interest expense may increase, and our available cash flow may be adversely affected.

Increases in income tax rates, changes in income tax laws or disagreements with tax authorities can adversely affect our business, financial condition or results of operations.

Increases in income tax rates or other changes in income tax laws in the United States or any particular jurisdiction in which we operate can reduce our after-tax income from such jurisdiction and adversely affect our business, financial condition or results of operations.

An increase in tax rates would also cause a corresponding increase in the Company’s Tax Receivable Agreement (“TRA ” ) liability as the Company is obligated to share 85% of the cash tax savings that are attributable to its increased tax basis in the UBH partnership assets per the Business Combination, future exchanges of UBH units for UBI stock by the Continuing Members, and annual TRA Payments, as well as the tax basis step-up that occurred in connection with the Kennedy Acquisition.

Existing tax laws in the United States have been and could in the future be subject to significant change.

For example, in December 2017, the Tax Cuts and Jobs Act (the “TCJ Act”), was signed into law in the United States.

While our accounting for the recorded impact of the TCJ Act is deemed to be complete, these amounts are based on prevailing regulations and currently available information, and additional guidance issued by the Internal Revenue Service (“IRS”), may continue to impact our recorded amounts in future periods.

Additional changes in the United States tax regime, including changes in how existing tax laws are interpreted or enforced, can adversely affect our business, financial condition or results of operations.

We are also subject to regular reviews, examinations and audits by the IRS and other taxing authorities with respect to income and non-income-based taxes.

Economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult and the final resolution of tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse impact on our business, financial condition or results of operations.

Complications with the design or implementation of our new enterprise resource planning system could adversely impact our business and operations.

We rely extensively on information systems and technology to manage our business and summarize operating results.

We are in the process of a multi-year implementation of a new global enterprise resource planning (“ERP”) system and expect to fully transition to the new ERP during 2021.

This ERP system will replace our existing operating and financial systems.

The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality and provide timely information to the Company’s management team related to the operation of the business.

The ERP system implementation process has required, and will continue to require, the investment of significant personnel and financial resources.

We may not be able to successfully implement the ERP system without experiencing further delays, increased costs and other difficulties.

If we are unable to successfully design and implement the new ERP system as planned, our financial position, results of operations and cash flows could be negatively impacted.

Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed.

The imposition or proposed imposition of new or increased taxes aimed at our products can adversely affect our business, financial condition or results of operations.

Certain jurisdictions in which our products are made, manufactured, distributed or sold have either imposed, or are considering imposing, new or increased taxes on the manufacture, distribution or sale of our products, ingredients or substances contained in, or attributes of, our products or commodities used in the production of our products.

These tax measures, whatever their scope or form, could increase the cost of certain of our products, reduce consumer demand and overall consumption of our products, lead to negative publicity (whether based on scientific fact or not) or leave consumers with the perception (whether or not valid) that our products do not meet their health and wellness needs, resulting in adverse effects on our business, financial condition or results of operations.

Risks Related to the Ownership of our Securities

Resales of shares of our Class A Common Stock could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.

There may be a large number of shares of Class A Common Stock sold in the market in the near future.

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A Common Stock, even if our business is doing well.

A substantial number of our Class A Common Stock previously held by the pre-Business Combination public shareholders of CCH at the closing of the Business Combination are available for sale in the public market.

In addition, 15,802,379 shares of Class A Common Stock were issued upon exercise of our warrants, including warrants that were initially sold by CCH in its initial public offering of securities (the “Public Warrants”) and warrants issued pursuant to those certain Forward Purchase Agreements entered into by CCH, Collier Creek partners LLC, the sponsor of CCH (the “Sponsor”) and the independent directors of CCH (the “Forward Purchase Agreements” and such warrants, the “Forward Purchase Warrants”), and up to 7,200,000 shares of Class A Common Stock issuable upon the exercise of our warrants initially sold to the Sponsor simultaneously with the closing of its initial public offering (the “Private Placement Warrants”), have been registered for resale on the registration statement on Form S-1 declared effective as of October 5, 2020.

We have also registered up to 9,500,000 shares of Class A Common Stock that we may issue under the Utz Brands, Inc.

2020 Omnibus Equity Incentive Plan (the “2020 Plan”), 1,500,000 shares of Class A Common Stock that we may issue under the Utz Brands, Inc.

2021 Employee Stock Purchase Plan, and 1,557,941 shares of Class A Common Stock that we may issue under the Utz Quality Foods, LLC 2020 Long-Term Incentive Plan.

To the extent such shares have vested or vest in the future (and settle into shares, in the case of restricted stock units), they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates.

In addition, we have granted certain registration rights in respect of all shares of Class A Common Stock, including shares that are obtainable in exchange for common units of UBH held by the Continuing Members.

Potential sales of shares of Class A Common Stock described above or the perception of such sales may depress the market price of our Class A Common Stock.

A market for our Class A Common Stock may not continue, which would adversely affect the liquidity and price of our securities.

The price of our Class A Common Stock may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions.

An active trading market for our Class A Common Stock may not be sustained.

In addition, the price of our Class A Common Stock can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

Additionally, if our Class A Common Stock is not listed on, or becomes delisted from, the New York Stock Exchange (“NYSE”) for any reason, and is quoted on an over-the-counter market, the liquidity and price of such securities may be more limited than if we were quoted or listed on NYSE or another national securities exchange.

You may be unable to sell your Class A Common Stock unless a market is sustained.

Furthermore, our Private Placement Warrants, when exercised, will increase the number of issued and outstanding shares and may reduce the market price of our Class A Common Stock.

We are a holding company and our only material asset after the Closing of the Business Combination are our interest in UBH, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the TRA and pay dividends.

We are a holding company with no material assets other than our ownership of the Common Company Units and our managing member interest in UBH.

As a result, we have no independent means of generating revenue or cash flow.

Our ability to pay taxes, make payments under the TRA and pay dividends will depend on the financial results and cash flows of UBH and its subsidiaries and the distributions we receive from UBH.

Deterioration in the financial condition, earnings or cash flow of UBH and its subsidiaries for any reason could limit or impair UBH’s ability to pay such distributions.

Additionally, to the extent that we need funds and UBH and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or UBH is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

UBH is intended to be treated as a partnership for U.S.

federal income tax purposes and, as such, generally will not be subject to any entity-level U.S.

federal income tax.

Instead, taxable income will be allocated to holders of Common Company Units.

Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of UBH.

Under the terms of the Third Amended and Restated Limited Liability Company Agreement of UBH (the “Third Amended and Restated Limited Liability Company Agreement”), UBH is obligated to make tax distributions to holders of Common Company Units (including us) calculated at certain assumed tax rates.

In addition to income taxes, we will also incur expenses related to our operations, including payment obligations under the TRA, which could be significant, and some of which will be reimbursed by UBH (excluding payment obligations under the TRA).

We intend to cause UBH to make ordinary distributions and tax distributions to holders of Common Company Units on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the TRA and dividends, if any, declared by us.

However, as discussed below, UBH’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy the obligations of UBH and its subsidiaries and restrictions on distributions that would violate any applicable restrictions contained in UBH’s debt agreements, or any applicable law, or that would have the effect of rendering UBH insolvent.

To the extent that we are unable to make payments under the TRA for any reason, such payments will be deferred and will accrue interest until paid;

provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments under the TRA, which could be substantial.

Additionally, although UBH generally will not be subject to any entity-level U.S.

federal income tax, it may be liable under recent federal tax legislation for adjustments to its tax return, absent an election to the contrary.

In the event UBH’s calculations of taxable income are incorrect, UBH and/or its members, including us, in later years may be subject to material liabilities pursuant to this federal legislation and its related guidance.

We anticipate that the distributions it will receive from UBH may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the TRA.

The Company Board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to pay dividends on our Class A Common Stock.

We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

Dividends on our Class A Common Stock, if any, will be paid at the discretion of the Company Board, which will consider, among other things, our available cash, available borrowings and other funds legally available therefor, taking into account the retention of any amounts necessary to satisfy our obligations that will not be reimbursed by UBH, including taxes and amounts payable under the TRA and any restrictions in then applicable bank financing agreements.

Financing arrangements may include restrictive covenants that restrict our ability to pay dividends or make other distributions to its stockholders.

In addition, UBH is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of UBH (with certain exceptions) exceed the fair value of its assets.

UBH’s subsidiaries are generally subject to similar legal limitations on their ability to make distributions to UBH.

If UBH does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired.

Pursuant to the TRA, we are required to pay to Continuing Members and/or the exchanging holders of Common Company Units, as applicable, 85% of the tax savings that we realized as a result of increases in tax basis in UBH’s assets as a result of the sale of Common Company Units for the cash consideration in the Business Combination, the purchase and redemption of the common units and preferred units in the Continuing Members and the future exchange of the Common Company Units for shares of Class A Common Stock (or cash) pursuant to the Third Amended and Restated Limited Liability Company Agreement and certain other tax attributes of UBH and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA, and those payments may be substantial.

At the closing of the Business Combination, the Continuing Members sold Common Company Units for the cash consideration in the Business Combination and may in the future exchange their Common Company Units, together with the surrender and cancellation of an equal number of shares of Class V Common Stock, for shares of our Class A Common Stock (or cash) pursuant to the Third Amended and Restated Limited Liability Company Agreement, subject to certain conditions and transfer restrictions as set forth therein and in the Investor Rights Agreement dated August 28, 2020 (the “Investor Rights Agreement”), entered into between the Company, the Continuing Members, the Sponsor, the Founder Holders, Collier Creek's independent directors (together with the Sponsor and the Founder Holders, the “Sponsor Parties ” ) and the representative of the Sponsor (the “Sponsor Representative ” ) in connection with the Closing of the Business Combination.

In addition, we purchased common units and preferred units in the Continuing Members from third-party members, and the Continuing Members redeemed such units from us.

These sales, purchases, redemptions and exchanges resulted in increases in our allocable share of the tax basis of the tangible and intangible assets of UBH.

These increases in tax basis may increase (for income tax purposes) depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that we would otherwise be required to pay in the future had such sales and exchanges never occurred.

In connection with the Business Combination, we entered into the TRA, which generally provides for the payment by it of 85% of certain tax benefits, if any, that we realize (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain other tax attributes of UBH and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.

These payments are our obligations and not of UBH.

The actual increase in our allocable share of UBH’s tax basis in its assets, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of our income.

While many of the factors that will determine the amount of payments that we will make under the TRA are outside of our control, we expect that the payments it will make under the TRA will be substantial and could have a material adverse effect on our financial condition.

Any payments made by us under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us.

To the extent that we are unable to make timely payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid;

however, nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA, as further described below.

Furthermore, our future obligation to make payments under the TRA could make it a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the TRA.

In certain cases, payments under the TRA may exceed the actual tax benefits we realize or be accelerated.

Payments under the TRA will be based on the tax reporting positions that we determine, and the IRS or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that we take, and a court may sustain such a challenge.

In the event that any tax benefits initially claimed by us are disallowed, the Continuing Members and the exchanging holders will not be required to reimburse us for any excess payments that may previously have been made under the TRA, for example, due to adjustments resulting from examinations by taxing authorities.

Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by us, if any, after the determination of such excess.

However, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the TRA and, as a result, there might not be future cash payments against which to net.

As a result, in certain circumstances we could make payments under the TRA in excess of our actual income or franchise tax savings, which could materially impair our financial condition.

Moreover, the TRA provides that, in the event that (i) we exercise our early termination rights under the TRA, (ii) certain changes of control of the Company or UBH occur (as described in the Third Amended and Restated Limited Liability Company Agreement), (iii) we, in certain circumstances, fail to make a payment required to be made pursuant to the TRA by its final payment date, which non-payment continues until the later of 30 days following receipt by us of written notice thereof and 60 days following such final payment date or (iv) we materially breach any of our material obligations under the TRA other than as described in the foregoing clause (iii), which breach continues without cure for 30 days following receipt by us of written notice thereof and written notice of acceleration is received by us thereafter (except that in the case that the TRA is rejected in a case commenced under bankruptcy laws, no written notice of acceleration is required), in the case of clauses (iii) and (iv), unless certain liquidity exceptions apply, our obligations under the TRA will accelerate and we will be required to make a lump-sum cash payment to the Continuing Members and/or other applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income.

The lump-sum payment could be substantial and could exceed the actual tax benefits that we realize subsequent to such payment because such payment would be calculated assuming, among other things, that we would have certain tax benefits available to us and that we would be able to use the potential tax benefits in future years.

There may be a material negative effect on our liquidity if the payments under the TRA exceed the actual income or franchise tax savings that we realize.

Furthermore, our obligations to make payments under the TRA could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

The NYSE may delist our Class A Common Stock from trading on its exchange, which could limit investors’ ability to make transactions in shares of our Class A Common Stock and subject us to additional trading restrictions.

Our Class A Common Stock is currently listed on the NYSE.

However, we cannot assure you that shares of our Class A Common Stock will continue to be listed on the NYSE in the future.

In order to continue listing our Class A Common Stock on the NYSE, we must maintain certain financial, share price and distribution levels.

It is possible that our Class A Common Stock will cease to meet the NYSE listing requirements.

If NYSE delists our Class A Common Stock from trading on its exchange and we are not able to list our Class A Common Stock on another national securities exchange, our Class A Common Stock could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

• A limited availability of market quotations for our Class A Common Stock;

• Reduced liquidity for our Class A Common Stock;

• A determination that our Class A Common Stock is a “penny stock” which will require brokers trading in the Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• A limited amount of news and analyst coverage;

• A decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A Common Stock is listed on the NYSE, our Class A Common Stock qualifies as a covered security under the statute.

Although the states are preempted from regulating the sale of our Class A Common Stock, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

Further, if our Class A Common Stock were no longer listed on the NYSE, our Class A Common Stock would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our Class A Common Stock and certain senior securities.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A Common Stock.

Securities research analysts may establish and publish their own periodic projections for us.

These projections may vary widely and may not accurately predict the results we actually achieve.

Our share price may decline if our actual results do not match the projections of these securities research analysts.

Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline.

If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

While we expect research analyst coverage, if no analysts cover us, or cease coverage of us, the market price and volume for our Class A Common Stock could be adversely affected.

Delaware law, the Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation and the General Corporation Law of the State of Delaware (the “DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Company Board and therefore depress the trading price of our Class A Common Stock.

These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Company Board or taking other corporate actions, including effecting changes in management.

Among other things, the Certificate of Incorporation and Bylaws include provisions regarding:

• A classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Company Board;

• The ability of the Company Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• The limitation of the liability of, and the indemnification of, our directors and officers;

• The right of the Company Board to elect a director to fill a vacancy created by the expansion of the Company Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Company Board;

• The requirement that directors may only be removed from the Company Board for cause;

• The requirement that a special meeting of stockholders may be called only by the Company Board, the chairman of the Company Board or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

• Controlling the procedures for the conduct and scheduling of the Company Board and stockholder meetings;

• The requirement for the affirmative vote of holders of (i) (a) at least 66 2∕3% or 80%, in case of certain provisions, or (b) a majority, in case of other provisions, of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions of our Certificate of Incorporation, and (ii) (a) at least 66 2∕3%, in case of certain provisions, or (b) a majority, in case of other provisions, of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions of our Bylaws, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

• The ability of the Company Board to amend the Bylaws, which may allow the Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt;

• Advance notice procedures with which stockholders must comply to nominate candidates to the Company Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Company Board or management.

In addition, as a Delaware corporation, we will generally be subject to provisions of Delaware law, including the DGCL.

Although we will elect not to be governed by Section 203 of the DGCL, certain provisions of the Certificate of Incorporation will, in a manner substantially similar to Section 203 of the DGCL, prohibit certain of our stockholders (other than certain stockholders who are specified in the Investor Rights Agreement) who hold 15% or more of our outstanding capital stock from engaging in certain business combination transactions with us for a specified period of time unless certain conditions are met.

Any provision of the Certificate of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for the our Class A Common Stock or Class V Common Stock (collectively, without duplication, “Common Stock”).

In addition, the provisions of the Investor Rights Agreement provide the stockholders party thereto with certain board rights which could also have the effect of delaying or preventing a change in control.

The Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

The Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, agents or stockholders to us or our stockholders, or any claim for aiding and abetting such alleged breach, (iii) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents or stockholders (a) arising pursuant to any provision of the DGCL, the Certificate of Incorporation (as it may be amended or restated) or the Bylaws or (b) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery or (iv) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents or stockholders governed by the internal affairs doctrine of the law of the State of Delaware shall, as to any action in the foregoing clauses (i) through (iv), to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery;

provided, however, that the foregoing shall not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act of 1933 (the “Securities Act”) as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum.

Notwithstanding the foregoing, the provisions of Article XII of the Certificate of Incorporation will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Certificate of Incorporation.

If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”);

and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, stockholders, agents or other employees, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of the Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Certain of our significant stockholders and Utz Brands Holdings members whose interests may differ from those of our other stockholders will have the ability to significantly influence our business and management.

Pursuant to the Investor Rights Agreement that we entered into with the Sponsor, certain founder members of the Sponsor and their family members (the “Founder Holders”), the Sponsor Representative, the Continuing Members and the independent directors of CCH at the closing of the Business Combination in connection with the Business Combination, we agreed to nominate five designees by each of the Sponsor and the Continuing Members, respectively, to serve on the Company Board for so long as each of them and their respective affiliates and specified family members beneficially own certain specified percentages of certain economic interests in us and UBH held as of the closing of the Business Combination, without duplication.

Accordingly, the Continuing Members and the successors to the Sponsor will be able to significantly influence the approval of actions requiring Company Board approval through their voting power.

Such stockholders will retain significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers.

In particular, the Continuing Members and the successors to the Sponsor could influence whether acquisitions, dispositions and other change of control transactions are approved.

Additionally, for so long as the Continuing Members hold at least 50% of the economic interests held in us and UBH as of Closing (without duplication) they will have consent rights over certain material transactions with respect to us and our subsidiaries, including UBH.

The Certificate of Incorporation does not limit the ability of the successors to the Sponsor to compete with us.

The successors to the Sponsor, or its successors, and each of their respective affiliates engage in a broad spectrum of activities, including investments in the financial services and technology industries.

In the ordinary course of their business activities, the successors to the Sponsor, and each of their respective affiliates may engage in activities where their interests conflict with our interests or those of our stockholders.

The Certificate of Incorporation provides that none of the successors to the Sponsor, any of their respective affiliates or any director who is not employed by us (including any non-employee director who serves as one of its officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate.

The successors to the Sponsor, any of their respective affiliates also may pursue, in their capacities other than as members of the Company Board, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

In addition, the successors to the Sponsor may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Our business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.

Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently.

Volatility in the stock price of our Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism.

Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from our business.

Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel.

Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We agreed to indemnify our officers and directors to the fullest extent permitted by law.

Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

The grant of registration rights to certain of our stockholders and holders of our Warrants and the future exercise of such rights may adversely affect the market price of our Class A Common Stock.

The Investor Rights Agreement entered into between us, the Continuing Members, the Sponsor, the Founder Holders, the Sponsor Representative and certain independent directors of CCH, replacing the Original Registration Rights Agreement.

Pursuant to the Investor Rights Agreement, the Continuing Members and the successors to the Sponsor, and, in each case, their permitted transferees have customary registration rights (including demand and piggy-back rights, subject to cooperation and cut-back provisions) with respect to (i) the Class A Common Stock (including the Class A Common Stock issued pursuant to the Third Amended and Restated Limited Liability Company Agreement upon exchange of the Common Company Units along with the surrender and cancellation of a corresponding number of shares of the Class V Common Stock for the Class A Common Stock), (ii) Private Placement Warrants and the Class A Common Stock issuable upon exercise of the Private Placement Warrants, and (iii) any of our Common Stock or common stock of any of our subsidiaries issued or issuable with respect to the securities referred to in clause (i) and (ii) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

Further, pursuant to the Forward Purchase Agreements, we agreed that we will use our reasonable best efforts (x) to file within 30 days after the closing of the Business Combination a registration statement with the SEC for a secondary offering of the shares issued pursuant to the Forward Purchase Agreements and the Forward Purchase Warrants (prior to their redemption) (and underlying Class A Common Stock), (y) to cause such registration statement to be declared effective promptly thereafter and (z) to maintain the effectiveness of such registration statement until the earlier of (a) the date on which the succesors to the Sponsor and all of the independent directors cease to hold the securities covered thereby, and (b) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act.

In addition, the Forward Purchase Agreements provide these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by us.

We will bear the cost of registering these securities.

The registration

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

market price of our Class A ordinary shares.

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

combination more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity

stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of

our Class A ordinary shares that is expected when the securities owned by our initial shareholders, holders of our private

placement warrants or their respective permitted transferees are registered.

Because we are neither limited to

evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to

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

We may pursue a business

combination with an operating company in the consumer goods industry or related sectors but may also pursue business combination

opportunities in other sectors, except that we will not, under our amended and restated memorandum and articles of association,

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

Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate

the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,

financial condition or prospects.

To the extent we complete our initial business combination, we may be affected by numerous risks

inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or an

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

of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks

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

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

Furthermore, some of these risks may be outside of our

control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

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

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

Accordingly, any shareholders who choose

to remain shareholders following our initial business combination could suffer a reduction in the value of their securities.

shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction

was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able

to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,

relating to the business combination contained an actionable material misstatement or material omission.

Because we intend to focus our search

for business combination targets in the consumer goods industry and related sectors, we expect our future operations to be subject

to risks associated with that industry or sectors.

We intend to focus

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

Because we have not yet announced

an initial business combination, we cannot provide specific risks of any business combination.

However, risks inherent in investments

in the consumer goods industry and related sectors may include, but are not limited to, the following:

• Significant competition in the consumer goods industry,

which could cause a loss of market share, lower prices or an increase in advertising and promotional expenditures;

• Ability to predict, identify and interpret changes

in consumer preferences and develop and offer new products rapidly enough to meet those changes;

• Uncertain global economic conditions decreasing demand

for products or causing customers and other business partners to suffer financial hardship;

• Fluctuations in foreign currency exchange rates;

• Failure to optimize the supply chain or disruption

of the supply chain;

• Cost fluctuations, including due to changes in the

prices of commodities and raw materials and the costs of labor, transportation, energy, pension and healthcare;

• Product recalls or product liability claims should

products cause injury, illness or death;

• Significant changes in customer relationships or in

customer demand for products;

• Ability to maintain and expand reputation and brand

• Reliance on third parties, such as suppliers, distributors

and contractors, for certain functions;

• Ability to obtain, maintain and enforce necessary

intellectual property protections and to avoid infringing upon the intellectual property rights of others.

We may seek business combination

opportunities in industries outside of the consumer goods industry and related sectors (which may or may not be outside of our

management’s areas of expertise).

Although we intend

to focus on identifying business combination candidates in the consumer goods industry and related sectors, we will consider a

business combination outside of the consumer goods industry and related sectors if a business combination candidate is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our company or we are unable to identify

a suitable candidate in the consumer goods industry and related sectors after having expended a reasonable amount of time and effort

in an attempt to do so.

Although our management will endeavor to evaluate the risks inherent in any particular business combination

candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors.

We also cannot

assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our initial

public offering than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we

elect to pursue an initial business combination outside of the consumer goods industry and related sectors, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the consumer

goods industry and related sectors would not be relevant to an understanding of the initial business combination we elect to consummate.

Although we have identified general

criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial

business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which

we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which

we enter into our initial business combination will not meet some or all of these criteria.

If we complete our initial business

combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination

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

In addition, if we announce a prospective business combination

with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption

rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum

net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide

to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval

of our initial business combination if the target business does not meet our general criteria and guidelines.

If we are unable

to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds

in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We are not required to obtain an

opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent

source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete

our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting

firm or independent investment banking firm which is a member of FINRA that the price we are paying is fair to our shareholders

from a financial point of view.

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

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

Such standards used will

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

We may issue additional Class A

ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion

of our initial business combination.

We may also issue Class A ordinary shares upon the conversion of the founder shares at

a ratio greater than one-to-one concurrently with or immediately following the consummation of our initial business combination

as a result of the anti-dilution provisions contained therein.

Any such issuances would dilute the interest of our shareholders

and likely present other risks.

Our amended and restated

memorandum and articles of association authorize the issuance of up to 400,000,000 Class A ordinary shares, par value $0.0001

per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, $0.0001 per share.

There are 356,000,000 and 38,125,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively,

available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants

and the forward purchase warrants, shares issuable upon conversion of the Class B ordinary shares or the forward purchase

The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately

following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein.

There are no preferred shares issued and outstanding.

We may issue a substantial

number of additional Class A ordinary shares or preferred shares to complete our initial business combination or under an

employee incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares to

redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one concurrently with

or immediately following the consummation of our initial business combination as a result of the anti-dilution provisions as set

forth herein.

However, our amended and restated memorandum and articles of association provide, among other things, that prior

to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive

funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to

approve an amendment to our amended and restated memorandum and articles of association to extend the time we have to consummate

a business combination beyond 24 months from the closing of our initial public offering.

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.

The issuance of additional ordinary or preferred shares:

significantly dilute the equity interest of our investors;

subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded

our Class A ordinary shares;

cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present

officers and directors;

adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

Unlike some other similarly structured

special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue

shares to consummate an initial business combination.

The founder shares

will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our

initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis.

However, if additional Class

A ordinary shares or any other equity-linked securities are issued or deemed issued in connection with our initial business combination,

the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of

the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A

ordinary shares by public shareholders), including the total number of Class A ordinary shares issued or deemed issued, or

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

with or in relation to the consummation of the initial business combination (including the forward purchase shares, but not the

forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible

into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement

warrants issued to our sponsor upon conversion of Working Capital Loans, provided that such conversion of founder shares will never

occur on a less than one-for-one basis.

This is different than some other similarly structured special purpose acquisition companies

in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior

to the initial business combination.

Resources could be wasted in researching

acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

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

their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our

warrants will expire worthless.

We anticipate that

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

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

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

transaction likely would not be recoverable.

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

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

Any such event

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

and acquire or merge with another business.

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

may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

and our warrants will expire worthless.

We may be a passive foreign investment

company, or “PFIC,”

which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for

any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of our units, Class A ordinary

shares or warrants who or that is (i) an individual who is a citizen or resident of the United States as determined for U.S.

income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S.

federal income tax purposes) organized

in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject

federal income tax regardless of its source, or (iv) a trust, if (a) a court within the United States is able to exercise

primary supervision over the administration of the trust and one or more U.S.

persons (as defined in the Internal Revenue Code)

have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations

to be treated as a U.S.

person (a “U.S.

Holder”), such U.S.

Holder may be subject to certain adverse U.S.

federal income

tax consequences and may be subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years

may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of

the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable

year (and, in the case of the startup exception, potentially not until after the two taxable years following our current taxable

Our PFIC status for any taxable year will not be determinable until after the end of such taxable year.

If we determine

we are a PFIC for any taxable year, we will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service

may require, including a PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain a “qualified

electing fund”

election, but there can be no assurance that we will timely provide such required information, and such election

would be unavailable with respect to our warrants in all cases.

investors to consult their own tax advisors regarding

the possible application of the PFIC rules.

We may reincorporate in another jurisdiction

in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection

with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the

jurisdiction in which the target company or business is located or in another jurisdiction.

The transaction may require a shareholder

to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident

if it is a tax transparent entity.

We do not intend to make any cash distributions to shareholders to pay such taxes.

may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

After our initial business combination,

it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be

located outside the United States;

therefore investors may not be able to enforce federal securities laws or their other legal

It is possible that

after our initial business combination, a majority of our directors and officers will reside outside of the United States and all

of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for

investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers

or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers

under United States laws.

We are dependent upon our executive

officers and directors and their loss could adversely affect our ability to operate.

Our operations are

dependent upon a relatively small group of individuals and, in particular, our executive officers and directors.

We believe that

our success depends on the continued service of our officers and directors, at least until we have completed our initial business

In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs

and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man

insurance on the life of, any of our directors or executive officers.

The unexpected loss of the services of one or more of our

directors or executive officers could have a detrimental effect on us.

Our ability to successfully effect

our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel,

some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact the operations

and profitability of our post-combination business.

Our ability to successfully

effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the

target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business

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

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

While we scrutinize closely any individuals we engage after our

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

These individuals

may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time

and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination, and a particular business

combination may be conditioned on the retention or resignation of such key personnel.

These agreements may provide for them to

receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in

determining whether a particular business combination is the most advantageous.

Our key personnel

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

employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

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

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

negotiations also could make such key personnel’s retention or resignation a condition to any such agreement.

and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject

to their fiduciary duties under Cayman Islands law.

We may have a limited ability to

assess the management of a prospective target business and, as a result, may effect our initial business combination with a target

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

When evaluating the

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

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

Our assessment of the capabilities

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

or abilities we suspected.

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

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

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

their shares.

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully

claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them,

or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials,

as applicable, relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an

acquisition candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s

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

The role of an acquisition

candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition

candidate following our initial business combination, it is possible that members of the management of an acquisition candidate

will not wish to remain in place.

Our executive officers and directors

will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to

devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers

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

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

intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers

is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers

are not obligated to contribute any specific number of hours per week to our affairs.

Our independent directors also serve as officers

and board members for other entities.

If our executive officers’

and directors’

other business affairs require them

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

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

Our officers and directors presently

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

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

Following the completion

of our initial public offering and until we consummate our initial business combination, we intend to engage in the business of

identifying and combining with one or more businesses.

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, they may have conflicts of interest

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

These conflicts may not be resolved in our

favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary

duties under Cayman Islands law.

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

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.

Our executive officers, directors,

security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted

a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party

or have an interest.

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

our directors or executive officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such

persons from engaging for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities

may have a conflict between their interests and ours.

The personal and financial

interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and

completing a business combination.

Consequently, our directors’

and officers’

discretion in identifying and selecting

a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a

particular business combination are appropriate and in our shareholders’

best interest.

If this were the case, it would be

a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against

such individuals for infringing on our shareholders’

However, we might not ultimately be successful in any claim

we may make against them for such reason.

We may engage in a business combination

with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers,

directors or existing holders which may raise potential conflicts of interest.

In light of the involvement

of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated

with our sponsor, executive officers, directors or existing holders.

Our directors also serve as officers and board members for

other entities.

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

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial

business combination.

However, we do not believe that any such potential conflicts would materially affect our ability to complete

our initial business combination.

Such entities may compete with us for business combination opportunities.

Our sponsor, officers

and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any

entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with

any such entity or entities.

Despite our agreement to obtain an opinion from an independent investment banking firm which is a

member of FINRA or an independent accounting firm regarding the fairness to our company from a financial point of view of a business

combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or

existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not

be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Since our sponsor, executive officers

and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect

to public shares they may have acquired or may acquire during or after our initial public offering), a conflict of interest may

arise in determining whether a particular business combination target is appropriate for our initial business combination.

As of December 31,

2019, our sponsor owned an aggregate of 11,680,000 Class B ordinary shares and our independent directors owned an aggregate of

195,000 Class B ordinary shares.

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

addition, our sponsor owns an aggregate of 7,200,000 private placement warrants, each exercisable to purchase one Class A

ordinary share at $11.50 per share.

If we do not complete our initial business combination within 24 months from the closing

of our initial public offering, the private placement warrants will expire worthless.

The personal and financial interests of our

executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing

an initial business combination and influencing the operation of the business following the initial business combination.

risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline

for our completion of an initial business combination.

We may issue notes or other debt

securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and

financial condition and thus negatively impact the value of our shareholders’

investment in us.

Although we have no

commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding

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

We and our officers agreed that we

will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any

kind in or to the monies held in the trust account.

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

redemption from the trust account.

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

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

• acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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

or prevailing interest rates;

• limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one

business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will

cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

As of December 31,

2019, we had $451,020,841 in the trust account, as well as $35 million from the future sale of the forward purchase securities

that we may use to complete our initial business combination and fund transaction-related expenses (including the $15,450,000 in

deferred underwriting commissions and deferred legal fees).

We may effectuate

our initial business combination with a single target business or multiple target businesses simultaneously or within a short period

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

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

financial statements with the SEC that present operating results and the financial condition of several target businesses as if

they had been operated on a combined basis.

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

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

Further, we would not be able

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

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

Accordingly, the prospects for our success may be:

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

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

This lack of diversification

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact

upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously

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

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

If we determine to

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

our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more

difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

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

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

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

If we are unable to adequately

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

We may attempt to complete our initial

business combination with a private company about which little information is available, which may result in a business combination

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

In pursuing our business

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

By definition,

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

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

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

Our management may not be able to

maintain control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control

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

We may structure our

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

100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for us not to be required to register as an investment company under the Investment Company Act.

not consider any transaction that does not meet such criteria.

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

securities of the target, our shareholders prior to our initial business combination may collectively own a minority economic or

voting interest in the post business combination company, depending on the terms of the business combination and 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 Class A ordinary shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire

a 100% interest in the target.

However, as a result of the issuance of a substantial number of new Class A ordinary shares,

our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary

shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting

in a single person or group obtaining a larger share of the company’s shares than we initially acquired.

Accordingly, this

may make it more likely that our management will not be able to maintain control of the target business.

We do not have a specified maximum

redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete our initial business combination

with which a substantial majority of our shareholders do not agree.

Our amended and restated

memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we

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

subject to the SEC’s “penny stock”

As a result, we may be able to complete our initial business combination

even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares

or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, entered into privately negotiated agreements to sell their shares to our

sponsor, officers, directors, advisors or any of their affiliates.

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, all Class A ordinary shares submitted for redemption will be returned

to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial

business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters

and other governing instruments, including their warrant agreements.

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

and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete

an initial business combination that some of our shareholders may not support.

In order to effectuate

a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters

and governing instruments, including their warrant agreements.

For example, special purpose acquisition companies have amended

the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business

combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash

and/or other securities.

Amending our amended and restated memorandum and articles of association will require at least a special

resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of not less than two-thirds of

our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement in a manner that

would adversely impact the registered holders of public warrants will require a vote of holders of at least 50% of the public warrants

and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement

with respect to the private placement warrants, 50% of the then outstanding private placement warrants.

In addition, our amended

and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem

their public shares for cash if we propose an 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 an initial business combination within 24 months

of the closing of our initial public offering.

To the extent any of such amendments would be deemed to fundamentally change the

nature of any of the securities offered in our initial public offering, we would register, or seek an exemption from registration

for, the affected securities.

We cannot assure you that we will not seek to amend our amended and restated memorandum and articles

of association or governing instruments or extend the time to consummate an initial business combination in order to effectuate

our initial business combination.

Our independent registered public

accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue

as a “going concern.”

of December 31, 2019, we had approximately $585,000 in cash and working capital of approximately $119,000.

Further, we have

incurred and expect to continue to incur significant costs in our operations and pursuit of a business combination.

Management’s plans to address this need for capital are discussed in the section of this Annual Report titled

“Management's Discussion and Analysis of Financial Condition and Results of Operations.”

We cannot assure you

that our plans to raise capital or to consummate an initial business combination will be successful.

We also cannot assure

you that our financing needs will be satisfied by Working Capital Loans from our sponsor or an affiliate of our sponsor, or

certain of our officers and directors.

These factors, among others, raise substantial doubt about our ability to continue as

a going concern.

The financial statements contained elsewhere in this Annual Report do not include any adjustments that might

result from our inability to continue as a going concern.

The provisions of our amended and

restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions

of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less

than two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with

respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment

threshold than that of some other special purpose acquisition companies.

It may be easier for us, therefore, to amend our amended

and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of

our shareholders may not support.

Our amended and restated

memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including

the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account

and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described

herein) may be amended if approved by special resolution, meaning holders of not less than two-thirds of our ordinary shares who

attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release

of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares.

Our initial shareholders,

who collectively beneficially own 21.25% of our ordinary shares upon the closing of our initial public offering, will participate

in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion

to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated memorandum and

articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition

companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may

pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, executive

officers and directors agreed, pursuant to agreements 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 Class A ordinary 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.

Our shareholders are not parties to, or third-party beneficiaries

of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or

directors for any breach of these agreements.

As a result, in the event of a breach, our shareholders would need to pursue a shareholder

derivative action, subject to applicable law.

We may be unable to obtain additional

financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel

us to restructure or abandon a particular business combination.

If we are unable to complete our initial business combination,

our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution

to public shareholders, and our warrants will expire worthless.

Although we believe

that the net proceeds of our initial public offering and the sale of the private placement warrants and forward purchase securities

will be sufficient to allow us to complete our initial business combination, we cannot ascertain the capital requirements for any

particular transaction because we have not yet negotiated the acquisition of any prospective target business.

If the net proceeds

of our initial public offering and the sale of the private placement warrants and forward purchase securities prove to be insufficient,

either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target

business, the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection

with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial

business combination, we may be required to seek additional financing or to abandon the proposed business combination.

assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves

to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction

or abandon that particular business combination and seek an alternative target business candidate.

If we are unable to complete

our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust

account that are available for distribution to public shareholders, and our warrants will expire worthless.

In addition, even if

we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations

or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued

development or growth of the target business.

None of our officers, directors or shareholders is required to provide any financing

to us in connection with or after our initial business combination.

Our initial shareholders control

a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in

a manner that you do not support.

Our initial shareholders

own 21.25% of our issued and outstanding ordinary shares.

Accordingly, they may exert a substantial influence on actions requiring

a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum

and articles of association.

If our initial shareholders purchase any units or any additional Class A ordinary shares

in the aftermarket or in privately negotiated transactions, this would increase their control.

Neither our initial shareholders

nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than

as disclosed in this Annual Report.

Factors that would be considered in making such additional purchases would include consideration

of the current trading price of our Class A ordinary shares.

In addition, our board of directors, whose members were elected

by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years

with only one class of directors being elected in each year.

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

prior to the completion of our initial business combination, in which case all of the current directors will continue in office

until at least the completion of the business combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because

of their ownership position, will have considerable influence regarding the outcome.

In addition, only holders of Class B ordinary

shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial

business combination, meaning that holders of Class A ordinary shares will not have the right to elect any directors until after

the completion of our initial business combination.

Accordingly, our initial shareholders will continue to exert substantial control

at least until the completion of our initial business combination.

We may amend the terms of the warrants

in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding

public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and

the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were

issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any

ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding

public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding

public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at

least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other

things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the

number of Class A ordinary shares purchasable upon exercise of a warrant.

We may redeem your unexpired warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability

to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of 

per warrant, provided that the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted

for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day

period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption.

We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary

shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares

is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless

exercise is exempt from registration under the Securities Act.

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

our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state

securities laws.

Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise

price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market

price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding

warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the private

placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In addition, we may

redeem your warrants after they become exercisable for a number of Class A ordinary shares determined based on the redemption date

and the fair market value of our Class A ordinary shares.

Any such redemption may have similar consequences to a cash redemption

described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

case you would lose any potential embedded value from a subsequent increase in the value of the Class A ordinary shares had your

warrants remained outstanding.

Our warrants may have an adverse

effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

issued warrants to purchase 14,666,666 of our Class A ordinary shares as part of the units offered in our initial public

offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of

7,200,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share.

also issue 1,166,666 forward purchase warrants pursuant to the forward purchase agreements.

In addition, any Working Capital

Loans made to us by our sponsor or an affiliate of our sponsor, or certain of our officers

and directors may be converted into up to an additional 1,000,000 private placement warrants, at the price of 

To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial

number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle

to a target business.

Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares

and reduce the value of the Class A ordinary shares issued to complete the business transaction.

Therefore, our warrants may

make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

Because each unit contains one-third

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose

acquisition companies.

Each unit contains

one-third of one warrant.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units,

and only whole units will trade.

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest

in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued

to the warrant holder.

This is different from other offerings similar to ours whose units include one ordinary share and one

warrant to purchase one whole share.

We have established the components of the units in this way in order to reduce the dilutive

effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for half

of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe,

a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth

less than if it included a warrant to purchase one whole share.

A market for our securities may not

develop, which would adversely affect the liquidity and price of our securities.

The price of our securities

may vary significantly due to one or more potential business combinations and general market or economic conditions.

an active trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable to sell

your securities unless a market can be established and sustained.

Because we must furnish our shareholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy

rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests

include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial

statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

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

accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International

Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to

be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial

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 are an emerging growth company

within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available

to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare

our performance with other public companies.

We are an “emerging

growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain

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

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

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

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of

any golden parachute payments not previously approved.

As a result, our shareholders may not have access to certain information

they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us

to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million

as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A Common Stock.

Our Private Placement Warrants may have an adverse effect on the market price of our Class A Common Stock.

We issued in a private placement an aggregate of 7,200,000 Private Placement Warrants, each exercisable to purchase one Class A Common Stock at $11.50 per share.

Such Private Placement Warrants, when exercised, will increase the number of issued and outstanding Class A Common Stock and may reduce the value of the Class A Common Stock.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the end of such fiscal year.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities

may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices

of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out

of such extended transition period which means that when a standard is issued or revised and it has different application dates

for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accountant standards used.

Compliance obligations under the

Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management

resources, and increase the time and costs of completing an acquisition.

Section 404 of

the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls.

Only in the event we are deemed

to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required

to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

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.

Because we are incorporated under

the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights

through the U.S.

Federal courts may be limited.

We are an exempted

company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of

process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts

against our directors or officers.

Our corporate affairs

are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented

or amended from time to time) and the common law of the Cayman Islands.

We are also subject to the federal securities laws of the

United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary

responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands

as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in

the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law

are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular,

the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware,

may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not

have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised

by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against

us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the

United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated

upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities

imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman

Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money

judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a

competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided

certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive

and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment

in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of

which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well

be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are

being brought elsewhere.

As a result of all

of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management,

members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

We are a “smaller reporting

company”

and we cannot be certain whether the reduced reporting requirements applicable to smaller reporting companies will

make our common stock less attractive to investors.

We are a “smaller reporting company”

and, as such, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies

that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements.

We cannot predict if investors will find our common stock less attractive because we may rely on

these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active trading market

for our common stock and our stock price may suffer or be more volatile.

Provisions in our amended and restated

memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to

pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated

memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders

may consider to be in their best interests.

These provisions include a staggered board of directors, advance notice procedures,

inability of shareholders to call a meeting of shareholders, removal of directors only for cause and only by the board of directors

and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more

difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing

market prices for our securities.

Cyber incidents or attacks directed

at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital

technologies, including information systems, infrastructure and cloud applications and services, including those of third parties

with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the

systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

Risks Associated with Acquiring and

Operating a Business in Foreign Countries

If we effect our initial business

combination with a company located outside of the United States, we could be subject to a variety of additional risks that may

adversely affect us.

If we pursue a target company with operations or opportunities outside of the United States for our initial

business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial

business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks

that may negatively impact our operations.

If we pursue a target

a company with operations or opportunities outside of the United States for our initial business combination, we would be subject

to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing

our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local

governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial

business combination with such a company, we would be subject to any special considerations or risks associated with companies

operating in an international setting, including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

listing and/or delisting requirements;

and trade barriers;

• regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

• underdeveloped

or unpredictable legal or regulatory systems;

• corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks and wars;

• deterioration

of political relations with the United States.

We may not be able

to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial business combination,

or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business,

financial condition and results of operations.

If our management following our initial

business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar

with such laws, which could lead to various regulatory issues.

Following our initial

business combination, our management may resign from their positions as officers or directors of the company and the management

of the target business at the time of the business combination will remain in place.

Management of the target business may not

be familiar with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have

to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various

regulatory issues which may adversely affect our operations.

After our initial business combination,

substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our

operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the

economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political

and social conditions, as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained

in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there

may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial business combination

and if we effect our initial business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency

policies may cause a target business’

ability to succeed in the international markets to be diminished.

In the event we acquire

target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net

assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

The value of the

currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business

or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally,

if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of

a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

We may reincorporate in another jurisdiction

in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material

agreements and we may not be able to enforce our legal rights.

In connection with

our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as

in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant

loss of business, business opportunities or capital.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Compliance obligations under the Sarbanes-Oxley Act require substantial financial and management resources.

As a privately held company, UBH was not subject to Section 404 of the Sarbanes-Oxley Act.

The standards required for a public company under Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The development of the internal control system to achieve compliance with the Sarbanes-Oxley Act may impose obligations on us.

Unresolved Staff Comments

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our 2020 fiscal year and that remain unresolved.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors