UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
to Section 13 or 15(d) OF THE
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2021
CONYERS PARK III ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40719 | 86-1451191 | ||
| (State
or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
|
999 Vanderbilt Beach Road, Suite 601 Naples, FL |
34108 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 429-2211
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | CPAAU | The Nasdaq Stock Market LLC | ||
| Shares of Class A common stock included as part of the units | CPAA | The Nasdaq Stock Market LLC | ||
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | CPAAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K filed by Conyers Park III Acquisition Corp. (the “Company”) on August 12, 2021 (the “Form 8-K”), on August 12, 2021, the Company completed its initial public offering (the “IPO”) of 35,000,000 units the (“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 additional Units (the “Additional Units”) at $10.00 per Additional 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 (the “Private Placement”) of an aggregate of 6,666,667 warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $10,000,000. On August 20, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 93,333 Private Private Placement Warrants at $1.50 per additional Private Placement Warrant (the “Additional Private Warrants”), generating additional gross proceeds of $140,000. The Private Placement Warrants are substantially similar to the Warrants, except as described on the Form 8-K.
A total of $7,000,000 of the net proceeds from the sale of the Additional Units and the Additional Private 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.
An audited balance sheet as of August 18, 2021 reflecting receipt of the net proceeds from the IPO and the Private Placement, but not the net proceeds from the sale of the Additional Units, had been prepared by the Company and previously filed on a Current Report on Form 8-K filed on August 18, 2021. The Company’s unaudited pro forma balance sheet as of August 24, 2021 reflecting receipt of the net proceeds from the sale of the Additional Units and the Additional Private Warrants is attached hereto as Exhibit 99.1.
A copy of the press release issued by the Company announcing the partial exercise of the underwriters’ over-allotment option is attached hereto as Exhibit 99.2 and incorporated by reference herein.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet | |
| 99.2 | Press Release, dated August 24, 2021 |
2
SIGNATURES
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 hereunto duly authorized.
| Date: August 24, 2021 | CONYERS PARK III ACQUISITION CORP. | |
| By: | /s/ Brian K. Ratzan | |
| Name: | Brian K. Ratzan | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
CONYERS PARK III ACQUISITION CORP.
BALANCE SHEET
August 12, 2021
| August 12, 2021 | Pro Forma Adjustments (unaudited) | As Adjusted (unaudited) | ||||||||||
| Assets | ||||||||||||
| Current Assets: | ||||||||||||
| Cash | $ | 2,358,220 | $ | — | $ | 2,358,220 | ||||||
| Prepaid expenses | 695,000 | — | 695,000 | |||||||||
| Total current assets | 3,053,220 | — | 3,053,220 | |||||||||
| Cash held in trust account | 350,000,000 | 7,000,000 | 357,000,000 | |||||||||
| Total assets | $ | 353,053,220 | $ | 7,000,000 | $ | 360,053,220 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts payable and accrued expenses | $ | 695,000 | $ | — | $ | 695,000 | ||||||
| Accounts payable - related party | 10,000 | — | 10,000 | |||||||||
| Total current liabilities | 705,000 | — | 705,000 | |||||||||
| Warrant liability | 9,800,000 | 137,200 | 9,937,200 | |||||||||
| Deferred underwriting compensation | 12,250,000 | 245,000 | 12,495,000 | |||||||||
| Total liabilities | 22,755,000 | 382,200 | 23,137,200 | |||||||||
| Commitments and contingencies | ||||||||||||
| Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 32,529,821 and 33,191,601 shares subject to possible redemption at $10.00 redemption value, respectively | 325,298,210 | 6,617,800 | 331,916,010 | |||||||||
| Stockholders’ equity | ||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | — | |||||||||
| Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 2,470,179 and 2,508,399 shares issued and outstanding, respectively (excluding 32,529,821 and 33,191,601 shares subject to possible redemption, respectively) | 247 | 4 | 251 | |||||||||
| Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding(1) | 1,006 | — | 1,006 | |||||||||
| Additional paid-in capital | 5,028,908 | (108 | ) | 5,028,800 | ||||||||
| Accumulated deficit | (30,151 | ) | 104 | (30,047 | ) | |||||||
| Total stockholders’ equity | 5,000,010 | — | 5,000,010 | |||||||||
| Total liabilities and stockholders’ equity | $ | 353,053,220 | $ | 7,000,000 | $ | 360,053,220 | ||||||
| (1) | This number includes an aggregate of up to 1,312,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Exhibit 99.2
Conyers Park III Acquisition Corp. Announces
Exercise of Underwriters’ Over-Allotment Option in
Connection with its Initial Public Offering
NAPLES, Fla., August 24, 2021 -- Conyers Park III Acquisition Corp. (NASDAQ: CPAAU) (the “Company”) announced today that the underwriters of its previously announced initial public offering of units have partially exercised their over-allotment option, resulting in the issuance of an additional 700,000 units at a public offering price of $10.00 per unit. After giving effect to the exercise of the option, an aggregate of 35,700,000 units have been issued in the initial public offering at an aggregate offering price of $357,000,000.
Each unit consists of one share of Class A common stock and one-third of one warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock of the Company at a price of $11.50 per share. The units are listed on the Nasdaq Capital Market and trade under the ticker symbol “CPAAU.” Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on the Nasdaq Capital Market under the symbols “CPAA” and “CPAAW,” respectively.
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as the underwriters for the offering.
A registration statement relating to the securities became effective on August 9, 2021 in accordance with Section 8(a) of the Securities Act of 1933, as amended. The offering was made only by means of a prospectus, copies of which may be obtained from Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, New York 10005, telephone: 800-503-4611 or email: prospectus.cpdg@db.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 212-902-1171 or email: prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 866-803-9204 or email: prospectus-eq_fi@jpmchase.com. Copies of the registration statements can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Conyers Park III Acquisition Corp.
Conyers Park III Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses. The Company’s management team is led by James M. Kilts and David J. West, as the Co-Chief Executive Officers, Brian K. Ratzan, as the Chief Financial Officer, and Max Papkov, as the Vice President of Strategy. Mr. Kilts’ and Mr. West’s careers have centered on identifying and implementing value creation initiatives throughout the consumer industry. They have collectively created approximately $50 billion in shareholder value throughout their combined 75+ year careers in the consumer industry. Mr. Ratzan and Mr. Papkov collectively bring over 35 years of private equity and SPAC investing experience. The deep operating experience of Mr. Kilts and Mr. West complements Mr. Ratzan’s and Mr. Papkov’s financial and transactional expertise to create a unique team capable of identifying attractive investments and executing deals in the consumer sector. The Company’s website is www.conyers-park.com.
Cautionary Note Concerning Forward Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
SOURCE Conyers Park III Acquisition Corp.
Related Links
https://www.conyers-park.com