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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Yucaipa Acquisition Corporation | NYSE:YAC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.93 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-39422
|
98-1541929
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
||
9130 West Sunset Boulevard
Los Angeles, CA
|
90069
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading
Symbol:
|
Name of Each Exchange
on Which Registered:
|
||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one third of one redeemable warrant
|
YAC.U
|
New York Stock Exchange
|
||
Class A Ordinary Shares included as part of the units
|
YAC
|
New York Stock Exchange
|
||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
YAC WS
|
New York Stock Exchange
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
June 30, 2021
|
December 31, 2020
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 471,107 | $ | 1,041,923 | ||||
Prepaid expenses
|
199,500 | 243,466 | ||||||
|
|
|
|
|||||
Total current assets
|
670,607 | 1,285,389 | ||||||
Investments held in Trust Account
|
345,033,580 | 345,023,329 | ||||||
|
|
|
|
|||||
Total assets
|
$
|
345,704,187
|
|
$
|
346,308,718
|
|
||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 380,823 | $ | 111,025 | ||||
Accrued expenses
|
3,154,581 | 53,539 | ||||||
|
|
|
|
|||||
Total current liabilities
|
3,535,404 | 164,564 | ||||||
Deferred underwriting commissions
|
12,075,000 | 12,075,000 | ||||||
Derivative liabilities
|
24,864,010 | 27,885,970 | ||||||
|
|
|
|
|||||
Total liabilities
|
40,474,414 | 40,125,534 | ||||||
Commitments and Contingencies (Note 5)
|
||||||||
Class A ordinary shares, $0.0001 par value; 30,022,977 and 30,118,318 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively
|
300,229,770 | 301,183,180 | ||||||
Shareholders’ Equity:
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,477,023 and 4,381,682 shares issued and outstanding (excluding 30,022,977 and 30,118,318 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
|
448 | 438 | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
862 | 862 | ||||||
Additional
paid-in
capital
|
17,001,928 | 16,048,527 | ||||||
Accumulated deficit
|
(12,003,235 | ) | (11,049,823 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity
|
5,000,003 | 5,000,004 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
345,704,187
|
|
$
|
346,308,718
|
|
||
|
|
|
|
For The Three Months
Ended June 30, 202
1
|
For the Six Months
Ended June 30, 2021 |
For The Period From June
4, 2020 (inception) through
June 30, 2020 |
||||||||||
General and administrative expenses
|
$ | 2,524,031 | $ | 3,925,622 | $ | 13,829 | ||||||
Administrative expenses - related party
|
30,000 | 60,000 | — | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
(2,554,031 | ) | (3,985,622 | ) | (13,829 | ) | ||||||
Interest income earned on investments held in Trust Account
|
5,153 | 10,250 | — | |||||||||
Change in fair value of derivative liabilities
|
1,272,460 | 3,021,960 | — | |||||||||
|
|
|
|
|
|
|||||||
Net loss
|
$ | (1,276,418 | ) | $ | (953,412 | ) | $ | (13,829 | ) | |||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
34,500,000 | 34,500,000 | — | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income per share, Class A
|
$ | 0.00 | $ | 0.00 | $ | — | ||||||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
8,625,000 | 8,625,000 | 8,625,000 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per share, Class B
|
$ | (0.15 | ) | $ | (0.11 | ) | $ | (0.00 | ) | |||
|
|
|
|
|
|
For the Three and Six Months Ended June 30, 2021
|
||||||||||||||||||||||||||||
Ordinary Shares
|
Total
Shareholders’ Equity |
|||||||||||||||||||||||||||
Class A
|
Class B
|
Additional Paid-
in Capital
|
Accumulated
Deficit |
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance - December 31, 2020
|
|
4,381,682
|
|
$
|
438
|
|
|
8,625,000
|
|
$
|
862
|
|
$
|
16,048,527
|
|
$
|
(11,049,823
|
)
|
$
|
5,000,004
|
|
|||||||
Change in value of Class A ordinary shares subject to possible redemption
|
|
(32,300
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(322,997
|
)
|
|
(323,000
|
)
|
||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323,006
|
|
|
323,006
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021
|
|
4,349,382
|
|
|
435
|
|
|
8,625,000
|
|
|
862
|
|
|
15,725,530
|
|
|
(10,726,817
|
)
|
|
5,000,010
|
|
|||||||
Change in value of Class A ordinary shares subject to possible redemption
|
|
127,641
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
1,276,398
|
|
|
—
|
|
|
1,276,411
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,276,418
|
)
|
|
(1,276,418
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021
|
|
4,477,023
|
|
$
|
448
|
|
|
8,625,000
|
|
$
|
862
|
|
$
|
17,001,928
|
|
$
|
(12,003,235
|
)
|
$
|
5,000,003
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Period From June 4, 2020 (inception) through June 30, 2020
|
||||||||||||||||||||||||||||
Ordinary Shares
|
Additional
|
Total
|
||||||||||||||||||||||||||
Class A
|
Class B
|
Paid-in
|
Accumulated
|
Shareholder’s
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance - June 4, 2020 (inception)
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||
Issuance of Class B ordinary shares to Sponsor
(1)
|
|
—
|
|
|
—
|
|
|
8,625,000
|
|
|
863
|
|
|
24,137
|
|
|
—
|
|
|
25,000
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,829
|
)
|
|
(13,829
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2020
|
|
—
|
|
$
|
—
|
|
|
8,625,000
|
|
$
|
863
|
|
$
|
24,137
|
|
$
|
(13,829
|
)
|
$
|
11,171
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months
Ended June 30, 2021 |
For The Period From
June 4, 2020 (inception) through June 30, 2020 |
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$ | (953,412 | ) | $ | (13,829 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Change in fair value of derivative liabilities
|
(3,021,960 | ) | — | |||||
Interest income earned on investments held in Trust Account
|
(10,250 | ) | — | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
43,966 | 13,829 | ||||||
Accounts payable
|
269,798 | — | ||||||
Accrued expenses
|
3,101,042 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(570,816 | ) | — | |||||
|
|
|
|
|||||
Net change in cash
|
(570,816 | ) | — | |||||
Cash - beginning of the period
|
1,041,923 | — | ||||||
|
|
|
|
|||||
Cash - end of the period
|
$
|
471,107
|
|
$
|
—
|
|
||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
$ | — | $ | 25,000 | ||||
Deferred offering costs included in accounts payable
|
$ | — | $ | 23,450 | ||||
Deferred offering costs included in accrued expenses
|
$ | — | $ | 91,250 | ||||
Deferred offering costs included in note payable—related party
|
$ | — | $ | 52,250 | ||||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | (953,410 | ) | $ | — |
• |
the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub as the surviving company in the merger (the “Surviving Company”), and each issued and outstanding Class A ordinary share, par value of $0.0001 per share, of the Company (the “Yucaipa Class A Shares”) and Class B ordinary share, par value of $0.0001 per share, of the Company (the “Yucaipa Class B Shares” and, together with the Yucaipa Class A Shares, the “Yucaipa Shares”) will be exchanged for a claim for a corresponding equity security in Merger Sub, which will be contributed as a contribution in kind to TopCo in exchange for one ordinary share of TopCo (such ordinary shares, the “TopCo Ordinary Shares”) (provided that the 8,565,000 Yucaipa Class B Shares held by Sponsor will entitle Sponsor to a claim for equity security in Merger Sub, which upon contribution in kind to TopCo, will be exchanged for 9,815,000 TopCo Ordinary Shares); each outstanding warrant to acquire ordinary shares of the Company will become a warrant to acquire an equal number of TopCo Ordinary Shares;
|
• |
immediately thereafter, TopCo will issue TopCo Ordinary Shares, deemed under the Agreement to have an aggregate value of $2,462 million, to the shareholders of SSU’s capital stock immediately prior to the Closing in exchange for the contribution by such shareholders of all of the paid up
shares
(Geschäftsanteile) of SSU (such exchange, the “Exchange”);
|
• |
immediately after giving effect to the Exchange, TopCo will change its legal form to a Dutch public limited liability company; and
|
• |
SSU will consummate the acquisition of Mapil TopCo Limited, a private company limited by shares incorporated in England and Wales (“
$10.00
Wiggle
” and such acquisition, the “
Wiggle Acquisition
”), the consummation of which is a condition to the Closing of the Business Combination, concurrently with the Closing in accordance with the terms of the definitive transaction agreement for the Wiggle Acquisition (the “
Wiggle SPA
”), which was signed concurrently with the Business Combination Agreement, pursuant to which, (i) on the closing date and in order to give effect to the Wiggle Acquisition, (A) TopCo will pay, or cause to be paid, a consideration in cash to the sellers under the Wiggle SPA, (B) TopCo will issue a number of TopCo Shares equivalent to the Wiggle Equity Consideration (as defined in the Wiggle SPA) (based on a share price of
per TopCo Share), and (ii) within
ten
“Business Days” (as such term is defined in the Wiggle SPA) following the post-closing lock-up period described therein, TopCo will pay, or will cause to be paid to the sellersunder the Wiggle SPA, the Wiggle Deferred Cash Consideration (as defined in the Wiggle SPA).
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) 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.
|
For The Three Months
Ended June 30, 202
1
|
For the Six Months Ended
June 30, 2021 |
|
For
June through June 30, 2020 |
|
||||||||
Class A ordinary shares
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
||||||||
Net gain from investments held in Trust Account
|
$ | 5,153 | $ | 10,250 |
|
$
|
—
|
|
||||
|
|
|
|
|
|
|
|
|||||
Net income attributable to Class A ordinary shares
|
$ | 5,153 | $ | 10,250 |
|
$
|
—
|
|
||||
Denominator:
|
|
|
|
|
||||||||
Weighted average shares outstanding of Class A ordinary shares , basic and diluted
|
34,500,000 | 34,500,000 |
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|||||
Basic and diluted net income per share, Class A ordinary shares
|
$ | 0.00 | $ | 0.00 |
|
$
|
—
|
|
||||
|
|
|
|
|
|
|
|
|||||
Class B ordinary shares
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
||||||||
Net loss
|
$ | (1,276,418 | ) | $ | (953,412 | ) |
|
$
|
(13,829
|
)
|
||
Less: Net (income) attributable to Class A
ordinary shares |
(5,153 | ) | (10,250 | ) |
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|||||
Net loss attributable to Class B ordinary shares
|
$ | (1,281,571 | ) | $ | (963,662 | ) |
|
$
|
(13,829
|
)
|
||
Denominator:
|
|
|
|
|
||||||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted
|
8,625,000 | 8,625,000 |
|
|
8,625,000
|
|
||||||
|
|
|
|
|
|
|
|
|||||
Basic and diluted net loss per share, Class B ordinary shares
|
$ | (0.15 | ) | $ | (0.11 | ) |
|
$
|
(0.00
|
)
|
||
|
|
|
|
|
|
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;
provided
|
• |
if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the
30
-trading
day period ending three trading days before we send the notice of redemption to the warrant holders; and
|
• |
the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Description
|
Quoted Prices in
Active Markets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant Other
Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
U.S. Treasury securities money market funds
|
$ | 345,033,580 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public warrants
|
15,410,000 | — | — | |||||||||
Derivative warrant liabilities - Private warrants
|
— | — | 7,950,670 | |||||||||
Forward purchase securities
|
— | — | 1,503,340 |
Description
|
Quoted Prices in
Active Markets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant Other
Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
U.S. Treasury securities money market funds
|
$ | 345,023,329 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public warrants
|
16,445,000 | — | — | |||||||||
Derivative warrant liabilities - Private warrants
|
8,662,670 | |||||||||||
Forward purchase securities
|
— | — | 2,778,300 |
|
|
As of June 30, 2021
|
|
|
As of December 31, 2020
|
|
||
Warrants:
|
|
|
||||||
Option term (in years)
|
|
|
5.0
|
|
|
|
5.0
|
|
Volatility
|
|
|
21
|
%
|
|
|
22
|
%
|
Risk-free interest rate
|
|
|
0.87
|
%
|
|
|
0.36
|
%
|
Expected dividends
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Stock price
|
|
$
|
9.87
|
|
|
$
|
10.10
|
|
As of June 30, 2021
|
||||
Forward purchase securities:
|
||||
Expected term
|
0.3 | |||
Risk-free interest rate
|
0.05 | % | ||
Stock price
|
$ |
1.34 - $9.87
|
Level 3-
Private warrant liabilities and forward purchase securities liability at December 31, 2020
|
$ | 11,440,970 | ||
Change in fair value of private warrant liabilities and forward purchase securities liability
|
(1,404,500 | ) | ||
|
|
|||
Level 3 -Private warrant liabilities and forward purchase securities liability at March 31, 2021
|
$ | 10,036,470 | ||
Change in fair value of private warrant liabilities and forward purchase securities liability
|
(582,460 | ) | ||
|
|
|||
Level 3 -Private warrant liabilities and forward purchase securities liability at June 30, 2021
|
$ | 9,454,010 | ||
|
|
• |
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than
one-to-one
|
• |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
• |
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
• |
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
|
• |
may not result in adjustment to the exercise price of our warrants.
|
• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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• |
our inability to pay dividends on our Class A ordinary shares;
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• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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* |
Filed herewith.
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** |
Furnished herewith.
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(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on June 11, 2021 and incorporated by reference herein.
|
(2) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on July 9, 2021 and incorporated by reference herein.
|
(3) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on August 7, 2020 and incorporated by reference herein.
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YUCAIPA ACQUISITION CORPORATION
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||
By: |
/s/ Ronald W. Burkle
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|
Name: | Ronald W. Burkle | |
Title: | President and Chairman of the Board of Directors | |
(Principal Executive Officer) |
1 Year Yucaipa Acquisition Chart |
1 Month Yucaipa Acquisition Chart |
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