Utz Brands, Inc. (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents As filed with the Securities and Exchange Commission on May 14, 2021 Registration No. 333-248954 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Utz Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 2090 85-2751850 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 900 High Street Hanover, PA 17331 (717) 637-6644 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Dylan B. Lissette Chief Executive Officer Utz Brands, Inc. 900 High Street Hanover, PA 17331 (717) 637-6644 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Larry P. Laubach, Esq. Jeremiah G. Garvey, Esq. Cozen O’Connor P.C. One Liberty Place 1650 Market Street Suite 2800 Philadelphia, Pennsylvania 19103 (215) 665-2000 Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents EXPLANATORY NOTE On September 21, 2020, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-248954), which was subsequently amended on October 1, 2020 and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 5, 2020 and further amended by that certain Post-Effective Amendment No. 1 on April 6, 2021, which was declared effective by the SEC on April 7, 2021 (as amended, the “Prior Registration Statement”). This Post-Effective Amendment No. 2 (this “Amendment No. 2”) further amends the Prior Registration Statement (as amended by this Amendment No. 2, the “Registration Statement”). The prospectus included in this Amendment No. 2 restates our consolidated financial statements and related disclosures as of and for the year ended January 3, 2021, and other sections included in the prospectus. Refer to Note 1, “Operations and Summary of Significant Accounting Policies” of Notes to the audited Consolidated Financial Statements included in the prospectus included in this Amendment No. 2 for additional information. Pursuant to the SEC’s requirements, the relevant unaudited interim financial information for each of the quarterly periods ended September 29, 2020 through January 3, 2021 have also been restated. The impact of such restatements is included herein. Refer to Note 1, “Operations and Summary of Significant Accounting Policies” of Notes to the audited Consolidated Financial Statements included in the prospectus included in this Amendment No. 2. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). Specifically, the Staff Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement dependent upon the characteristics of the warrant holder, and because the identity of a holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the Staff Statement, we reevaluated the accounting treatment of the Warrants, which were previously recorded in equity in our consolidated balance sheet as a result of the Business Combination occurring on August 28, 2020. Because our Warrants contain provisions whereby the settlement varies depending upon the characteristics of the warrant holder, the Warrants should have been recorded at fair value as a liability in our consolidated balance sheet. Accordingly, due to this restatement, the Warrants are now classified as a liability at fair value on our consolidated balance sheet at January 3, 2021, and the change in the fair value of such liability in each period is recognized as a gain or loss in our consolidated statements of operations and comprehensive income (loss). The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the warrants recognized. When presenting diluted earnings (loss) per share in the prospectus included in this Amendment No. 2 for the successor period ended January 3, 2021, the shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. Since the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted earnings (loss) per share to the extent such exercise is dilutive to EPS. Upon exercise, these shares are included in Class A Common Stock in our basic EPS share count from the date of issuance. Also, upon exercise, the liability would be extinguished and the fair value of the shares issued in settlement would be recorded as an increase in total stockholders equity and a decrease in non-controlling interest. The restatement of the financial statements had no impact on our liquidity or cash, or cash equivalents, or cash flows from operating, investing and financing activities. See Note 1. to the audited Consolidated Financial Statements included in the prospectus included in this Amendment No. 2 for additional information on the restatement and the related financial statement effects. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. Table of Contents SUBJECT TO COMPLETION, DATED MAY 14, 2021 PRELIMINARY PROSPECTUS Utz Brands, Inc. Primary Offering of 7,200,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 84,468,098 Shares of Class A Common Stock 7,200,000 Warrants to Purchase Class A Common Stock This prospectus relates to: (1) the issuance by us of up to 7,200,000 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) that may be issued upon exercise of Private Placement Warrants (as defined below) to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock; and (2) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 84,468,098 shares of Class A Common Stock and (ii) up to 7,200,000 Warrants (as defined below). This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Holders may offer or sell the securities. More specific terms of any securities that we and the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. We will not receive any proceeds from the sale of shares of Class A Common Stock or Private Placement Warrants by the Selling Holders pursuant to this prospectus or of the shares of Class A Common Stock by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Private Placement Warrants to the extent such Private Placement Warrants are exercised for cash.