UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all
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As of
CONYERS PARK III ACQUISITION CORP.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
CONYERS PARK III ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| March 31, 2023 (Unaudited) | December 31, 2022 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Marketable securities held in Trust Account | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Warrant liability | ||||||||
| Deferred underwriting commissions | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A common stock subject to possible redemption, $ | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ | ||||||||
| Class B common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
CONYERS PARK III ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the Three Months Ended | ||||||||
| March 31, 2023 | March 31, 2022 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Franchise tax expense | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Income from interest in operating account | ||||||||
| Income from marketable securities held in Trust Account | ||||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Income before income tax expense | ||||||||
| Income tax expense | ||||||||
| Net income | $ | $ | ||||||
| Weighted average shares outstanding, Class A common stock subject to possible redemption | ||||||||
| $ | $ | |||||||
| Weighted average shares outstanding, Class B common stock | ||||||||
| $ | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
CONYERS PARK III ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’
For the Three
| Class A Common Stock Subject to Possible Redemption | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion on Class A common stock subject to possible redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of March 31, 2023 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the Three Months Ended
| Class A Common Stock Subject to Possible Redemption | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of March 31, 2022 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
CONYERS PARK III ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Three Months Ended | ||||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Income from marketable securities held in Trust Account | ( | ) | ( | ) | ||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses – related party | ||||||||
| Income taxes payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment income released from Trust Account | ||||||||
| Net cash provided by investing activities | ||||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash at beginning of the period | ||||||||
| Cash at end of the period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4 CONYERS PARK III ACQUISITION CORP. Note 1—Description of Organization and Business Operations Organization and General Conyers Park III Acquisition Corp. (the “Company”)
was incorporated as a Delaware corporation on January 7, 2021. The Company was formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location,
it intends to focus on the consumer sector and consumer-related businesses where its management team’s expertise will provide a
competitive advantage. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with
emerging growth companies. As of The Company’s sponsor is Conyers Park III
Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Financing Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (the “Private Placement”) of On August 24, 2021, the underwriters partially
exercised the over-allotment option to purchase Trust Account Following the closing of the Initial Public Offering
on August 12, 2021, and the closing of the underwriters’ partial exercise of the over-allotment option on August 24, 2021, $ Initial Business Combination The Company’s management has broad discretion
with respect to the specific application of the net proceeds, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate
fair market value of at least 5 CONYERS PARK III ACQUISITION CORP. The Company will provide the holders of shares
of its Class A common stock (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business
Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business
Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ Notwithstanding the foregoing, the Amended and
Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than
an aggregate of The Company’s Sponsor, officers and directors
(the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation
(a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company
does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 12, 2023, (the “Combination
Period”) or (b) which adversely affects the rights of holders of the Class A common stock, unless the Company provides the
Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten 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 earned on the funds held in the Trust
Account and not previously released to the Company for working capital purposes or to pay its franchise and income taxes (less up to $ 6 CONYERS PARK III ACQUISITION CORP. The initial stockholders have agreed to waive their
liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.
However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within
the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held
in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event,
such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public
Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution
(including Trust Account assets) will be only $ Liquidity and Going Concern As of The Company’s liquidity needs have been satisfied
prior to the completion of the Initial Public Offering through receipt of a $ Pursuant to the trust agreement dated as of August
9, 2021 between the Company and CST, as of In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standards Board 7 CONYERS PARK III ACQUISITION CORP. Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all
adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods
presented. Operating results for the three The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form
10-K, filed by the Company with the SEC on March Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it 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 independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its 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. 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 an emerging
growth 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. The Company has 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, the Company, 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 the Company’s
financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial
statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial
statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that
existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage of $ 8 CONYERS PARK III ACQUISITION CORP. Cash and Cash Equivalents As of Pursuant to the trust agreement dated as of August
9, 2021 between the Company and CST, during the three months ended Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities
is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value
at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in Fair Value of Financial Instruments The fair value of the Company’s assets and
liabilities Fair Value Measurements Fair value is defined as the price that would be
received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). These tiers include: In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting
fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs
are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared
to total proceeds received. Offering costs allocated to warrant liability are expensed as incurred, Warrant Liability The Company accounts for the Public Warrants and
Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Private Placement
Warrants do not meet the criteria for equity treatment thereunder, each Private Placement Warrant must be recorded as a liability. Accordingly,
the Company classifies each Private Placement Warrant as a liability at its fair value. This liability is subject to re-measurement at
each balance sheet date. With each such re-measurement, the private placement warrant liability is adjusted to fair value, with the change
in fair value recognized in the Company’s condensed statements of operations. 9 CONYERS PARK III ACQUISITION CORP. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally
redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.
At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain
redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.
Accordingly, as of The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid As of Income Taxes The Company follows the asset and liability method
of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of The Company’s current taxable income primarily
consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up
costs and are not currently deductible. During the three FASB ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of 10 CONYERS PARK III ACQUISITION CORP. Net Income Per Share of Common The Company has two classes of shares, which are
referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares.
Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during
the periods. The Company has not considered the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase
an aggregate of The following table reflects the calculation of
basic and diluted net income per common share (in dollars, except per share amounts): Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06,
“Debt –debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s
Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
unaudited condensed financial statements. Note 3—Initial Public Offering On August 12, 2021, the Company sold On August 24, 2021, the underwriters partially
exercised the over-allotment option to purchase Each Unit consists of one share of Class A
common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). 11 CONYERS PARK III ACQUISITION CORP. Note 4—Related Party Transactions Founder Shares On March 29, 2021, the Sponsor paid $ The initial stockholders have agreed, subject to
limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after
the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale
price of the shares of Class A common stock equals or exceeds $ Private Placement Warrants Concurrently with the closing of the Initial Public
Offering, on August 12, 2021 the Company sold On August 24, 2021, simultaneously with the sale
of the Over-Allotment Units, the Company consummated the sale of an additional Each whole Private Placement Warrant is exercisable
for one share of Class A common stock at a price of $ The Sponsor and the Company’s officers and
directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30
days after the completion of the initial Business Combination. 12 CONYERS PARK III ACQUISITION CORP. 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 the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
is not consummated within the Combination Period, the Company may use a portion of the 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. Except for the foregoing,
the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
Promissory Note Prior to the closing of the Initial Public Offering,
the Sponsor agreed to loan the Company an aggregate of up to $ Administrative Support Agreement Commencing on the effective date of the
Initial Public Offering, the Company agreed to pay the Sponsor a total of $ Note 5—Commitments Registration and Stockholder Rights The holders of Founder Shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant
to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. These
holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and stockholder
rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective
until the termination of the applicable lock-up period for the securities to be registered. The Company will bear
the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from
the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 Over-Allotment Units to cover over-allotments,
if any, at the Initial Public Offering price less underwriting discounts and commissions. On August 24, 2021, the underwriters partially
exercised their over-allotment option for 700,000 Over-Allotment Units. The underwriters were entitled to an underwriting
discount of 13 CONYERS PARK III ACQUISITION CORP. Risks and Uncertainties Management continues to evaluate the impact of
the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company’s unaudited condensed financial position, and the results of its operations and/or search for a target company, the
specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed
financial statements do not include any adjustments that might result from the outcome of this uncertainty. Various social and political circumstances in the
U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China,
and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries,
terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, and global health
epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s
ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have
imposed sanctions or other restrictive actions against Russia. While any of the above factors (including sanctions, export controls, tariffs,
trade wars and other governmental actions) could have a material adverse effect on the Company’s ability to complete a business
combination and the value of the Company’s securities, the specific impact is not readily determinable as of the date of these unaudited
condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the
outcome of these factors. Note 6—Warrant Liability Private Placement Warrants—The
Company accounts for the Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that
because the private placement warrants do not meet the criteria for equity treatment thereunder, each private placement warrant must be
recorded as a liability. Accordingly, the Company will classify each private placement warrant as a liability at its fair value. This
liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the private placement warrant liability
will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Private Placement Warrants are identical to
the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the Class A common
stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the
completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable
on a cashless basis and non-redeemable so long as they are held by the Sponsor or such its permitted transferees. If the Private Placement
Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by
the Company and exercisable by such holders on the same basis as the Public Warrants. As of Note 7—Class A Common Stock Subject Class A Common Stock — The
Company is authorized to issue Note 8—Stockholders’ Deficit Preferred Stock—The Company
is authorized to issue Class B Common Stock—As
of 14 CONYERS PARK III ACQUISITION CORP. Holders of shares of Class A common stock and holders
of shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders,
except as required by law or stock exchange rule; provided that only holders of shares of Class B common stock have the right to vote
on the election of the Company’s directors prior to the initial Business Combination. The Class B common stock will automatically convert
into Class A common stock at the time of the initial Business Combination at a ratio such that the number of shares of Class A common
stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, Public Warrants—As of The Public Warrants may only be exercised for a
whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
30 days after the consummation of a Business Combination. The Public Warrants will expire The Company will not be obligated to deliver any
Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless
a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public
Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect
to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their Public 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 is available. The registration statement of which the prospectus
forms a part registers the shares of Class A common stock issuable upon exercise of the warrants. The Company has agreed that as soon
as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use commercially reasonable
efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not
exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the
registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the
closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9)
of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will
not be able to exercise their warrants on a cashless basis. 15 CONYERS PARK III ACQUISITION CORP. The Public Warrants will expire five years after
the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of Public Warrants—Once
the warrants become exercisable, the Company may redeem the outstanding Public Warrants: If and when the warrants become redeemable by the
Company, the Company may not exercise their redemption right if the issuance of shares of common stock upon exercise of the warrants is
not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification. The exercise price and number of Class A common
stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend,
extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants
will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company
be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with
respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account
with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. Note 9—Fair Value Measurements The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis as of The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, Transfers to/from Levels 1, 2 and 3 are recognized
at the beginning of the reporting period. No transfers to/from Levels 1, 2 or 3 were recognized during the reporting periods. 16 CONYERS PARK III ACQUISITION CORP. Level 1 assets include investments in money market
funds. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine
the fair value of its investments. The estimated fair value of the Private Placement
Warrants is measured at fair value using a Black-Scholes option pricing model with the volatility calculated by backsolving in a Monte
Carlo simulation. Inherent in a Black-Scholes option pricing model with the volatility calculated by backsolving in a Monte Carlo simulation
are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates
the volatility of its warrants based on implied volatility from the Company’s publicly traded warrants. The risk-free interest rate
is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.
The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical
rate, which the Company anticipates remaining at zero. The most significant input is volatility. Significant increases (decreases) in
the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table provides quantitative information
regarding Level 3 fair value measurements inputs as their measurement dates: As
of The change in the fair value of the warrant liability,
measured with Level 3 inputs, for the The change in the fair value warrant liability, measured with Level 3 inputs, for the period ended March 31, 2022 is summarized as follows: Note 10—Subsequent Events The Company evaluated subsequent events and transactions
that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based
upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited
condensed financial statements. 17 Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations. References to the “Company,” “our,”
“us” or “we” refer to Conyers Park III Acquisition Corp. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the unaudited condensed 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 Statements This Quarterly Report on Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible
business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical
fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to,
those described in our other Securities and Exchange Commission (“SEC”) filings. Overview We are a blank check company incorporated on January
7, 2021 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses (the “Business Combination”) that we have not yet identified.
While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus
on the consumer sector and consumer-related businesses where its management team’s expertise will provide a competitive advantage.
Our sponsor is Conyers Park III Sponsor LLC, a Delaware limited liability company (our “Sponsor”). Our registration statement for our Initial Public
Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its Initial Public Offering of 35,000,000
Units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”) at
$10.00 per Unit generating gross proceeds of $350 million, and incurring offering costs of approximately $20 million, inclusive of approximately
$12 million in deferred underwriting commissions. The Company granted the underwriters a 45-day option to purchase up to an additional
5,250,000 Units at the initial public offering price to cover over-allotments, if any (the “Over-Allotment Units”) at the
time of the Initial Public Offering. Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (the “Private Placement”) of 6,666,667 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant
with the Sponsor, generating gross proceeds of approximately $10 million. On August 24, 2021, the underwriters partially
exercised the over-allotment option to purchase 700,000 Over-Allotment Units at a price of $10.00 per Over-Allotment Unit, generating
aggregate gross proceeds of $7,000,000, and the Company incurred $140,000 in cash underwriting fees and $245,000 in deferred underwriting
fees. Simultaneously with the partial exercise of the over-allotment option, the Company sold an additional 93,333 Private Placement Warrants
to the Sponsor at a price of $1.50 per additional Private Placement Warrant, generating additional gross proceeds of $140,000. Following the closing of the Initial Public Offering
on August 12, 2021 and the closing of the underwriters’ partial exercise of the over-allotment option on August 24, 2021, $357 million
($10.00 per Unit) of the net proceeds of the Initial Public Offering, over-allotment and certain of the proceeds of the Private Placement
was placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust
Company 18 If we are unable to complete a Business Combination
within 24 months from the closing of our Initial Public Offering, or August 12, 2023 (the “Combination Period”), we will (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten 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 earned on the funds held in the Trust Account and not previously released to us for working capital
purposes or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (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 stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses
(ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Results of Operations Our entire activity since inception through For the three months ended For the three months ended Liquidity and Going Concern As of The Company’s liquidity needs have been satisfied
prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange
for the issuance of the Founder Shares to the Sponsor and the advancement of funds by the Sponsor under the Note (as defined below) to
cover the Company’s expenses in connection with the Initial Public Offering. As of Pursuant to the trust agreement dated as of August
9, 2021 between the Company and CST, as of In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a
going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
after August 12, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company
is unable to continue as a going concern. Management plans to complete a business combination prior to the mandatory liquidation. 19 Contractual Obligations Underwriting Agreement We granted the underwriters a 45-day option from
the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 Over-Allotment Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions. On August 24, 2021, the underwriters partially
exercised their over-allotment option for 700,000 Over-Allotment Units. The underwriters were entitled to an underwriting
discount of 2% of the gross proceeds of the Initial Public Offering, or $7,140,000 in the aggregate, which was paid upon the closing of
the Initial Public Offering and the partial exercise of the over-allotment option. In addition, the underwriters are entitled to a deferred
fee of 3.5% of the gross proceeds of the Initial Public Offering, or $12,495,000 in the aggregate in connection with the closing of the
Initial Public Offering and the partial exercise of the over-allotment option. Administrative Support Agreement Commencing on the effective date of the Initial
Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of an initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly
fees. During the three Critical Accounting Policies and Estimates This management’s discussion and analysis
of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared
in accordance with U.S. dollars in conformity with accounting principles generally accepted in the United States (“GAAP”)
and require 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 unaudited condensed financial statements. A summary of our significant accounting
policies is included in Note 2 to our unaudited condensed financial statements in Part I, Item 1 of this Quarterly Report. Certain of
our accounting policies are considered critical, as these policies are the most important to the depiction of our unaudited condensed
financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects of
matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition
and Results of Operations section in our Annual Report on Form 10-K, filed with the SEC on March 20 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt –debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required
under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the
derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. For smaller reporting companies,
this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption
is permitted. The Company’s management is currently evaluating the new guidance, but does not expect the adoption of this guidance
to have a material impact on the Company’s financial statements. The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
unaudited condensed financial statements. Off-Balance Sheet Arrangements As of Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it 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 independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its 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. 21 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 an emerging
growth 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. The Company has 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, the Company, 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 the Company’s
financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Item 3. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by
Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness
of our disclosure controls and procedures as of the end of the period ended Disclosure controls and procedures are designed
to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the fiscal quarter ended 22 PART II – OTHER INFORMATION Item 1. Legal Proceedings None. Item 1A. Risk Factors. As of the date of this Quarterly Report on Form
10-Q, except as disclosed below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K,
filed with the SEC on March Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
from Registered Securities On March 29, 2021, the Sponsor paid $25,000, or
approximately $0.002 per share, on behalf of the Company in exchange for a capital contribution and in consideration of 10,062,500 shares
of Class B common stock, par value $0.0001 per share. Such securities were issued in connection with the Company’s organization
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). With partial exercise of the over-allotment option on August 24, 2021 and subsequent expiration of the over-allotment option
on September 23, 2021, 8,925,000 Founder Shares were outstanding as of On August 12, 2021, the Company completed its initial
public offering of 35,000,000 Units. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class
A Common Stock”) and one-third of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder
thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the
Company’s registration statements on Form S-1 (File No. 333-257698). The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $350,000,000. On August 20, 2021, the underwriters notified the
Company of their exercise of the over-allotment option in part and, on August 24, 2021, the underwriters purchased 700,000 Over-Allotment
Units at $10.00 per Over-Allotment Unit upon the closing of the over-allotment option, generating additional gross proceeds of $7,000,000. As previously reported on the Form 8-K, on August
12, 2021, simultaneously with the consummation of the IPO, the Company consummated the Private Placement of 6,666,667 Private Placement
Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $10,000,000. On August 24, 2021, simultaneously
with the sale of the additional Over-Allotment Units, the Company consummated the sale of an additional 93,333 Private Placement Warrants
at $1.50 per additional Private Placement Warrant, generating additional gross proceeds of $140,000. A total of $7,000,000 of the net proceeds from
the sale of the additional Over-Allotment Units and the additional Private Placement Warrants was deposited in a trust account established
for the benefit of the Company’s public stockholders, with Continental Stock Transfer& Trust Company acting as trustee, bringing
the aggregate proceeds held in the Trust Account to $357,000,000. For a description of the use of the proceeds generated
in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
●
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
●
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
●
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Gross proceeds received from sale of
$
Less:
Fair value of public warrants included in the Units sold
( )
Offering costs allocated to Class A common stock
( )
Plus:
Accretion on Class A common stock to possible redemption value
Class A common stock subject to possible redemption as of December 31, 2022
Accretion on Class A common stock to possible redemption value
Class A common stock subject to possible redemption as of March 31, 2023
$
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For The
Three Months
Ended March 31,
2023
For The
Three Months
Ended March 31,
2022
Class A
Class B
Class A
Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income
$
$
$
$
Denominator:
$
$
$
$
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
●
in whole and not in part;
●
at a price of $0.01 per Public Warrant;
●
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
●
if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Description
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets:
Marketable securities held in Trust Account
$
$
$
Total
$
$
$
Liabilities:
Warrant liability
$
$
$
Total
$
$
$
Description
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets:
Marketable securities held in Trust Account
$
$
$
Total
$
$
$
Liabilities:
Warrant liability
$
$
$
Total
$
$
$
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31,
2023
As of
December 31,
2022
Exercise price
$
$
Stock price
$
$
Volatility
%
%
Term (in years)
Risk-free rate
%
%
Dividend yield
%
%
Fair value as of December 31, 2022 (audited)
$
Change in fair value of warrant liability
Warrant liability balance as of March 31, 2023 (unaudited)
$
Fair value as of December 31, 2021 (audited)
$
Change in fair value of warrant liability
$ ( )
Warrant liability balance as of March 31, 2022 (unaudited)
$
23
Item 6. Exhibits.
| * | Furnished herewith. |
24
PART III
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
on this
| CONYERS PARK III ACQUISITION CORP. | ||
| By: | /s/ David J. West | |
| Name: | David J. West | |
| Title: | ||
25
Exhibit 31.1
I, David J. West, certify that: Date: May 11, 2023
as Adopted Pursuant to Section 302 of
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
The registrant’s other certifying
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
/s/ David J. West
David J. West
(Principal Executive Officer)
Exhibit 31.2
I, Brian K. Ratzan, certify that:
Date:
as Adopted Pursuant to Section 302 of
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
The registrant’s other certifying
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
/s/ Brian K. Ratzan
Brian K. Ratzan
Chief Financial Officer
(Principal Financial
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Date:
Pursuant to Section 906
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ David J. West
David J. West
(Principal Executive Officer)
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Date:
Pursuant to Section 906
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Brian K. Ratzan
Brian K. Ratzan
Chief Financial Officer
(Principal Financial