SEC Form 10-Q Summary
Filing entity: Conyers Park II Acquisition Corp. The provided metadata identifies Advantage Solutions Inc., but the filing text is for Conyers Park II Acquisition Corp.; this discrepancy should be verified.
Business Context and Reporting Period
The unaudited Form 10-Q covers the quarter ended June 30, 2019, and financial activity from May 2, 2019, inception, through June 30, 2019. The registrant was a newly formed blank-check company that had not commenced operations and was seeking a business combination, with an intended focus on consumer and consumer-related businesses.
The initial public offering closed after the reporting date, on July 22, 2019. Accordingly, the June 30 balance sheet does not reflect the subsequent IPO or related trust-account funding.
Financial Condition and Results
| Metric | June 30, 2019 / Inception-to-date |
|---|---|
| Total assets | $361,637 |
| Cash | $0 |
| Deferred offering costs | $361,637 |
| Accounts payable and accrued expenses | $208,297 |
| Related-party promissory note | $130,340 |
| Stockholders’ equity | $23,000 |
| General and administrative expense | $2,000 |
| Net loss | $2,000 |
| Basic and diluted loss per share | $0.00 loss per share, as reported |
| Net cash used in operating activities | $0 |
| Net change in cash | $0 |
The company had no revenue, operating margins, interest income, or material cash-generating operations during the period. Its $2,000 net loss consisted solely of general and administrative expenses. The promissory note was non-interest-bearing and was repaid in full, at a balance of $141,636, on July 22, 2019.
Material Changes Versus the Prior Comparable Period
No meaningful prior comparable period is presented because the company was incorporated on May 2, 2019. The reporting period primarily reflects formation costs and preparation for the IPO.
Subsequent to quarter-end, the company completed an IPO of 45,000,000 units at $10.00 per unit, generating gross proceeds of $450 million and approximately $25.36 million of offering costs, including approximately $15.75 million of deferred underwriting commissions. It also sold 7,333,333 private-placement warrants for approximately $11.0 million.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The company expected no operating revenue until at least completion of an initial business combination.
- IPO and certain private-placement proceeds were placed in a trust account and invested in eligible U.S. government securities or qualifying money-market funds.
- The company had broad discretion in selecting a target and was required to complete a business combination with an aggregate fair market value of at least 80% of the trust-account assets, subject to the stated conditions.
- The company had until July 22, 2021, to complete a business combination. If unsuccessful, it was required to redeem the public shares and liquidate, subject to applicable law and creditor claims.
- Public shareholders could redeem shares for their pro rata portion of the trust account, subject to limitations including a 15% redemption restriction for an individual holder and affiliated or coordinated holders.
- Public warrants had an exercise price of $11.50 per share and could expire worthless if no business combination occurred. Founder shares and private-placement warrants were subject to forfeiture, lock-up, and transfer restrictions.
- The sponsor agreed to protect the trust account against certain third-party claims, although the indemnity had stated limitations.
- The company agreed to pay its sponsor $10,000 per month for office space, utilities, and administrative support beginning with the IPO and ending upon a business combination or liquidation.
- Management reported effective disclosure controls and no material changes in internal control over financial reporting. No legal proceedings or material changes to previously disclosed risk factors were reported.
Investor Verification Priorities
- Verify the issuer identity because the filing is for Conyers Park II Acquisition Corp., not Advantage Solutions Inc.
- Confirm the post-quarter-end IPO proceeds, trust-account balance, offering costs, deferred underwriting commissions, and private-placement proceeds.
- Review the proposed business-combination target, transaction terms, valuation, financing, and shareholder redemption levels once announced.
- Assess the July 22, 2021 liquidation deadline and the potential for public warrants to expire worthless.
- Review dilution from founder shares, public warrants, private-placement warrants, and any working-capital loans convertible into warrants.
- Confirm the status of the 250,000 founder shares remaining subject to forfeiture after the partial exercise of the underwriters’ over-allotment option.