Utz Brands, Inc

TABLE OF CONTENTS Filed Pursuant to Rule 424(B)(3) Registration No. 333-248954 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. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the securities. The Selling Holders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information in the section entitled “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbols “UTZ”. On May 19, 2021, the closing price of our Class A Common Stock was $23.04 per share. We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on page 8 and in any applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 19, 2021. TABLE OF CONTENTS TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii MARKET AND INDUSTRY DATA iii TRADEMARKS, SERVICE MARKS AND TRADE NAMES iii FREQUENTLY USED TERMS iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS xi RISK FACTOR SUMMARY xi PROSPECTUS SUMMARY 1 THE OFFERING 4 SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION 6 RISK FACTORS 8 USE OF PROCEEDS 36 DIVIDEND POLICY 37 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 38 BUSINESS COMBINATION WITH COLLIER CREEK 47 BUSINESS 53 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63 EXECUTIVE AND DIRECTOR COMPENSATION 86 MANAGEMENT 108 DESCRIPTION OF SECURITIES 122 SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES 133 BENEFICIAL OWNERSHIP OF SECURITIES 135 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 138 SELLING HOLDERS 141 PLAN OF DISTRIBUTION 145 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 147 LEGAL MATTERS 152 EXPERTS 153 CHANGE IN AUDITOR 153 WHERE YOU CAN FIND MORE INFORMATION 154 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we and the Selling Holders may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. We may use the shelf registration statement to issue up to an aggregate of 7,200,000 shares of Class A Common Stock upon exercise of the Private Placement Warrants. The Selling Holders may use the shelf registration statement to sell up to an aggregate of 84,468,098 shares of Class A Common Stock and up to 7,200,000 Private Placement Warrants from time to time through any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Holders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Class A Common Stock or Private Placement Warrants being offered and the terms of the offering. A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “Where You Can Find More Information.” Neither we nor the Selling Holders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.” On August 28, 2020 (the “Closing Date”), Utz Brands, Inc. (formerly known as Collier Creek Holdings), consummated its business combination pursuant to that certain Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”), among the Company, Utz Brands Holdings, LLC, a Delaware limited liability company (“Utz Brands Holdings”), Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”) and Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R” and together with Series U, the “Continuing Members”). As contemplated by the Business Combination Agreement, on the Closing Date, Collier Creek Holdings domesticated into a Delaware corporation (the “Domestication”) and consummated the acquisition of certain company units of Utz Brands Holdings, the parent of Utz Quality Foods, LLC (“Utz Quality Foods”), as a result of a new issuance by Utz Brands Holdings and purchases from Utz Brands Holdings’ existing equityholders pursuant to the Business Combination Agreement (the “Business Combination”). Unless the context indicates otherwise, references to “the Company,” “we,” “us” and “our” refer to Utz Brands, Inc., a Delaware corporation, and its consolidated subsidiaries following the Business Combination. ii TABLE OF CONTENTS “Collier Creek” refers to Collier Creek Holdings prior to the Business Combination. “Utz” refers to Utz Brands Holdings and its subsidiaries prior to the Business Combination. MARKET AND INDUSTRY DATA Certain market, ranking and industry data included in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including its products and services relative to its competitors, are based on information from various third-party sources, on assumptions made by management based on such sources and management’s knowledge of the market for its services and solutions.

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