Current Report Filing (8-k)
May 10 2021 - 4:21PM
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2021-05-10
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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):
May 10, 2021
Advantage Solutions Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38990
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83-4629508
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
|
|
|
|
18100 Von Karman Avenue, Suite 1000
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|
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Irvine, CA
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92612
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code: (949) 797-2900
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 of the registrant under any of the following provisions (see General Instruction
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.0001 par value per share
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ADV
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The NASDAQ Stock Market LLC
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Warrants to purchase Class A common stock
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ADVWW
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 2.02 – Results of Operations
and Financial Condition
On May 10, 2021, Advantage Solutions
Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2021. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On May 10, 2021, at 5:00 p.m. ET,
the Company will host a conference call announcing its financial results for the three months ended March 31, 2021. A copy of management’s
earnings presentation materials is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The presentation will be accessible, live via audio broadcast, through a link posted on the Investor Relations section of the Company’s
website at https://ir.advantagesolutions.net. This presentation will be available for audio replay for one week following the call.
The Company makes reference to non-GAAP
financial information in the press release and earnings presentation materials. The Company’s non-GAAP financial measures should
be viewed in addition to and not as a substitute for or superior to the Company's reported results prepared in accordance with GAAP. Reconciliation
of these non-GAAP financial measures to the nearest comparable GAAP financial measures are contained in the data tables at the end of
the press release and earnings presentation materials.
Item 7.01 Regulation FD Disclosure
The information set forth under Item
2.02 is incorporated by reference into this Item 7.01.
The information being furnished pursuant
to Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibits 99.1 and 99.2, shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Cautionary Note Regarding Forward-Looking
Statements
The press release and earnings presentation
include information that may be considered forward-looking statements within the meaning of the federal securities laws, including statements
regarding the expected future performance of the Company’s business. Forward-looking statements generally relate to future events
or the Company’s future financial or operating performance. These forward-looking statements generally are identified by the words
“may,” “should,” “expect,” “intend,” “will,” “would,” “estimate,”
“anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
Detailed risk factors affecting the
Company are set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the
Securities and Exchange Commission (the “SEC”) on March 16, 2021 and in its other filings made from time to time with the
SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update
or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by
law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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 hereunto duly authorized.
Dated: May 10, 2021
ADVANTAGE SOLUTIONS INC.
By: /s/ Brian Stevens
Brian Stevens
Chief Financial Officer and
Chief Operating Officer
Advantage Solutions (NASDAQ:ADV)
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