What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-18 compared with 2020-03-12 · 45 added, 328 removed, 2 unchanged (99% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our units, Class A ordinary shares and

warrants are each traded on the NYSE under the symbols “CCH.U,”

“CCH”

and “CCH WS,”

respectively.

Our units commenced public trading on October 5, 2018.

Our Class A ordinary shares and warrants began separate trading on November

On December 31, 2019, there was one holder

of record of our units, one holder of record of our Class A ordinary shares, 5 holders of our Class B ordinary shares and two holders

of record of our warrants.

We have not paid any cash dividends on

our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and

general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent

to our initial business combination will be within the discretion of our board of directors at such time.

Further, if we incur

any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants

we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Performance Graph

Not applicable.

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

On May 2, 2018,

we issued 2,875,000 Class B ordinary shares to our sponsor in exchange for a capital contribution of $25,000.

7, 2018, we effected a share capitalization resulting in the sponsor holding an aggregate of 10,937,500 founder shares.

On September 10,

2018, the sponsor transferred 45,000, 45,000, 52,500 and 52,500 founder shares to each of Antonio F.

Fernandez, Matthew M.

Toler and Craig D.

Steeneck, respectively.

On October 4, 2018, we effected a share capitalization resulting in

an aggregate of 12,375,000 founder shares.

On October 10, 2018, the underwriters partially exercised the over-allotment option,

and an aggregate of 500,000 founder shares were subsequently surrendered to us by our sponsor for no consideration on October 19,

Of the 11,875,000 shares outstanding 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 automatically convert into Class A ordinary shares upon the consummation of a business combination, or earlier at the

option of the holder, 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 the 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 us 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 (both as defined below)), 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 upon conversion of Working

Capital Loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.

The holders of the

founder shares agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of:

after the completion of the initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange

or other similar transaction after the initial business combination that results in all of our shareholders having the right to

exchange their Class A ordinary shares for cash, securities or other property (except to certain permitted transferees).

permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to

any founder shares.

Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00

per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after the initial business combination, the founder shares

will be released from the lock-up.

sponsor purchased 7,200,000 private placement warrants at a price of $1.50 per warrant in a private placement

that occurred concurrently with the closing of our initial public offering and generated gross proceeds of $10.8 million.

private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.

A portion of the proceeds

from the sale of the private placement warrants were added to the proceeds from the initial public offering to be held in the trust

If we do not complete a business combination within 24 months from the closing of the initial public offering, the

private placement warrants will expire worthless.

The private placement warrants are non-redeemable and exercisable on a cashless

basis so long as they are held by the sponsor or its permitted transferees.

of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the

Securities Act.

Use of Proceeds

On October 10, 2018,

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

partial exercise of their over-allotment option.

The units were sold at a price of $10.00 per Unit, generating gross proceeds to

the Company of $440 million.

Following the closing of the initial public offering and the private placement, $440,000,000 (which

amount includes $15,400,000 of the underwriters’

deferred discount) was placed in the trust account.

There has been no

material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No.

dated October 4, 2018, which was declared effective by the SEC on October 4, 2018.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our Class A Common Stock is traded on NYSE under the symbol “UTZ”.

As of March 16, 2021, the closing price for our Class A Common Stock was $25.90.

Market price information regarding our Class V Common Stock and Common Company Units is not provided because there is no public market for our Class V Common Stock or our Common Company Units.

Subject to certain timing restrictions a Common Company Unit can be exchanged, together with the forfeiture of a share of Class V Common Stock, for a share of Class A Common Stock.

As of January 3, 2021, there were 31 holders of record of our Class A Common Stock and two holders of record of our Class V Common Stock.

The number of record holders does not include beneficial owners of our securities whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Our Board of Directors has adopted a dividend policy, pursuant to which we will make quarterly dividends on the Class A Common Stock, to the extent our Board of Directors determines that we have 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, taxes and under the TRA, and any restrictions contained in any applicable bank financing agreement by which we or our subsidiaries are bound.

Pursuant to the dividend policy, on September 10, 2020, our Board of Directors declared a cash dividend of $0.05 per share on our Class A Common Stock, to the stockholders of record on September 21, 2020.

Payment of the dividend was executed on October 13, 2020.

In addition, on December 10, 2020 our Board of Directors declared a cash dividend of $0.05 per share on our Class A Common Stock and an additional cash dividend in the aggregate amount of approximately $0.8 million, equating to approximately $0.01 per share, to the stockholders of record on December 21, 2020.

Payment of the dividend was executed on January 11, 2021.

Our Board of Directors expects to declare and pay a dividend on the outstanding shares of Class A Common Stock in an aggregate amount of no less than $0.20 per share of Class A Common Stock, per annum, with respect to the four fiscal quarters immediately following closing of the Business Combination (such dividend amount subject to adjustment for stock splits, reverse splits and other similar matters), including such dividends described above.

Notwithstanding the foregoing, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

We are a holding company without any direct operations and have no significant assets other than our ownership interest in UBH.

Accordingly, our ability to pay dividends depends upon the financial condition, liquidity and results of operations of, and our receipt of dividends, loans or other funds from, our subsidiaries.

Our subsidiaries are separate and distinct legal entities and have no obligation to make funds available to us.

In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which our subsidiaries may pay dividends, make loans or otherwise provide funds to us.

For example, the ability of our subsidiaries to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by the terms of the agreements governing our outstanding indebtedness.

The declaration and payment of dividends is also at the discretion of our Board of Director and depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our Board of Directors.

In addition, under Delaware law, our Board of Directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then-current and/or immediately preceding fiscal year.

Securities Authorized for Issuance under Equity Compensation Plan

See “Equity Compensation Plan Information” included in Section 12 of this Form 10-K

The following graph compares the total shareholder return from November 26, 2018, the date on which our Class A common shares commenced trading on the NYSE, through January 3, 2021 of (i) our Class A Common Stock, (ii) the Standard and Poor's 500 Stock Index (“S&P 500 Index”) and (iii) the Standard and Poor’s Packaged Foods & Meats Index.

The stock performance graph and table assume an initial investment of $100 on August 28, 2020, and that all dividends of the S&P 500 Index and S&P Packaged Food & Meats Index, were reinvested.

The performance graph and table are not intended to be indicative of future performance.

The performance graph and table shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act.

*Assumes $100 was invested on November 26, 2018, the day on which our Class A Common Stock commenced trading on the NYSE (which, prior to our domestication to a Delaware corporation in connection with the Business Combination, were referred to Class A Ordinary Shares).

Selected Financial Data

Not applicable.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

References to the

“company,”

“Collier Creek Holdings,”

“our,”

“us”

or “we”

refer to Collier

Creek Holdings, except where the context requires otherwise.

The following discussion and analysis of the company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained

elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking

All statements other

than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

regarding our financial position, business strategy

and the plans and objectives of management for future operations, are forward looking statements.

When used in this Annual Report,

words such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms

or other similar expressions, as they relate to us or our management, identify forward looking statements.

Such forward looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our

No assurance can be given that results in any forward-looking statement will be achieved and actual results could be

affected by one or more factors, which could cause them to differ materially.

The cautionary statements made in this Annual Report

should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report.

statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation

Actual results could differ materially from those contemplated by the forward-looking statements as a result of

certain factors, including but not limited to, those detailed in our filings with the SEC.

All subsequent written or oral forward-looking

statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

We are a blank check

company incorporated on April 30, 2018 (inception) as a Cayman Islands exempted company for the purpose of effecting a merger,

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

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

we focus our search on the consumer goods industry and related sectors.

The registration statement

for our initial public offering was declared effective on October 4, 2018 .

October 10, 2018 , we consummated the initial public offering of 44,000,000 units, including the issuance of 4,000,000

units as a result of the underwriters’

partial exercise of their over-allotment option, at $10.00 per unit, generating gross

proceeds of $440 million, and incurring offering costs of approximately $25.02 million, inclusive of $15.45 million

in deferred legal fees and underwriting commissions.

Each Unit consists of one Class A ordinary share and one-third of

one redeemable warrant.

Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise

price of $11.50 per share, subject to adjustment.

Simultaneously

with the closing of the initial public offering , we consummated the private placement of

7,200,000 private placement warrants at a price of $1.50 per warrant

to our sponsor, generating gross proceeds of $10.8 million.

Each private placement warrant

is exercisable for one Class A ordinary share at a price of $11.50 per share.

Upon the closing of

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

of the net proceeds of the initial public offering and the private placement were

placed in the trust account and were invested in U.S.

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

of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself

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

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

(i) the completion of a business combination and (ii) the

distribution of funds in the trust account.

Our management has

broad discretion with respect to the specific application of the net proceeds of the initial public offering and the private

placement , although substantially all of the net proceeds are intended to be applied toward identifying and consummating

an initial business combination .

If we are unable to

complete a business combination within 24 months from the closing of the initial

public offering, or October 10, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding public shares which redemption

will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation

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

to the approval of the remaining shareholders and our board of directors, proceed to commence a voluntary liquidation and thereby

a formal dissolution of our company, subject in each case to its obligations to provide for claims of creditors and the requirements

of applicable law.

Results of Operations

Our entire activity

from April 30, 2018 (inception) through December 31, 2019, was in preparation for our initial public offering, and since such offering,

our activity has been limited to the search for a prospective initial business combination .

We will not generate any operating revenues until the closing and completion of our initial business

combination .

For the year ended

December 31, 2019, we had net income of approximately $8.0 million, which consisted of approximately $9.0 million in investment

income from the trust account , offset by approximately $998,000 in general and administrative

For the period from

April 30, 2018 (inception) through December 31, 2018, we had a net income of approximately $1.9 million, which consisted of approximately

$2.0 million in investment income, offset by approximately $137,000 in general and administrative expenses.

Going Concern Consideration

accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates,

among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

As of December

31, 2019, we had approximately $585,000 in cash and working capital of approximately $119,000.

addition, in order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor,

or certain of our officers and directors may, but are not obligated to, make Working Capital Loans to us.

As of December 31, 2019,

there were no amounts outstanding under any Working Capital Loan.

Our liquidity needs

prior to the initial public offering were satisfied through receipt of a $25,000 capital contribution from our sponsor in exchange

for the issuance of the Founder Shares and $155,000 in loans available from our sponsor under a promissory note (the “Note”).

We fully repaid the Note on October 17, 2018, after the closing of the initial public offering.

Our liquidity needs for and following

the initial public offering have been satisfied by the portion of the net proceeds from the private

placement held outside the trust account .

In connection

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

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

to Continue as a Going Concern,”

management has determined that our liquidity position, the mandatory liquidation and

subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

No adjustments have been

made to the carrying amounts of assets or liabilities should we be required to liquidate and dissolve after October 10,

Related Party Transactions

Related Party Loans

In order to finance

transaction costs in connection with a business combination, the sponsor or an affiliate of the sponsor, or certain of our officers

and directors may, but are not obligated to, make Working Capital Loans to us.

If we complete a business combination, we would

repay the Working Capital Loans out of the proceeds of the trust account released to us.

In the event that a business combination

does not close, we may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds

held in the trust account would be used to repay the Working Capital Loans.

Up to $1.5 million of such Working Capital Loans may

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

The warrants would be identical to the private placement warrants.

Except as set forth above, the terms of the Working Capital

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

Administrative Service Fee

We agreed, commencing

on the effective date of the initial public offering through the earlier of our consummation of a business

combination or our liquidation, to pay an affiliate of our sponsor a monthly fee of $10,000 for office space and

secretarial and administrative services.

We recorded an aggregate of $120,000 and $27,000 in general and administrative expenses

in connection with this administrative services agreement in the accompanying statements of operations during the year ended December

31, 2019 and for the period from April 30, 2018 (inception) through December 31, 2018, respectively.

As of December 31, 2019 and

2018, we have accrued approximately $147,000 and $27,000, respectively, for services in connection with such agreement on the accompanying

balance sheets.

Forward Purchase Agreements

On September 7, 2018,

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

of 3,500,000 forward purchase shares, plus an aggregate of 1,166,666 redeemable forward purchase 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 the initial

business combination .

The forward purchase warrants will have the same terms as the

public warrants.

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

The forward purchase shares and forward purchase warrants will be issued only in connection with the closing of the initial business

The proceeds from the sale of forward purchase securities may be used to fund part of the consideration to the sellers

in the initial business combination, expenses in connection with the initial business combination or for working capital in the

post-transaction company.

Other Contractual Obligations

Registration Rights

The holders of the

founder shares, private placement warrants and warrants that may be issued upon conversion of Working

Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants

that may be issued upon conversion of Working Capital Loan s) are entitled to registration

rights pursuant to a registration rights agreement entered into on the effective date of the initial public offering.

of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent

to the consummation of a business combination.

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

Pursuant to the forward

purchase agreements, we agreed to use our commercially reasonable best efforts (i) to file within 30 days after the closing

of a 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 or their respective assignees 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.

Deferred Underwriting Fees

our initial public offering, the underwriters were entitled to underwriting discounts of $0.20 per unit, or $8.8 million

in the aggregate, paid upon the closing of the initial public offering.

In addition, the underwriters were entitled to a deferred

underwriting commission of $0.35 per unit, or $15.4 million in the aggregate.

The deferred underwriting fee will become

payable to the underwriters from the amounts held in the trust account solely in the

event that we complete a business combination , subject to the terms of the underwriting

Deferred Legal Fees

We are obligated to

pay deferred legal fees of $50,000 upon the consummation of an initial business combination

for services performed in connection with the initial public offering.

If no business combination

is consummated, we will not be obligated to pay such fees.

Critical Accounting Policies and Estimates

This management’s

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been

prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities

in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value

of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and events and various

other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ

from these estimates under different assumptions or conditions.

We believe there have been no significant changes in our critical

accounting policies as discussed in our Annual Report on Form 10-K filed by us with the SEC on March 28, 2019.

Off-Balance Sheet Arrangements

As of December 31,

2019, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any

commitments or contractual obligations.

On April 5, 2012,

the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act will be allowed

to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

such, our financial statements may not be comparable to companies that comply with public company effective dates.

Recent Accounting Pronouncements

Management does not

believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

The selected financial information presented below for each of the last three years, was derived from our Consolidated Financial Statements.

This information should be read in conjunction with our Consolidated Financial Statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Successor Predecessor

(in thousands, except share data) From

August 29, 2020

January 3, 2021 From

December 30, 2019

August 28, 2020 Year Ended December 29, 2019 Year Ended December 30, 2018

Statement of operations:

Net Revenue $ 325,648 $ 638,662 $ 768,228 $ 772,035

Gross Profit 105,671 227,067 253,798 266,705

Net (loss) income (16,050) 3,420 (13,364) (27,644)

Earnings per common share attributable to:

Basic and Diluted Class A share $ (0.13)

Balance sheet:

Total assets $ 2,584,164 $ 791,236 $ 778,547 $ 640,670

Current and Non-current portion of term debt 778,469 637,105 640,125 646,392

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 5. Market for Registrant’s Common Equity