YUCAIPA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with
Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys financial statement. The Companys management does not expect that the total amount of
unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on
the Companys financial statements.
Note 3Initial Public Offering
On August 6, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units (the Units), including the 4,500,000 additional
Units to cover over-allotments (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, inclusive of approximately
$12.1 million in deferred underwriting commissions.
Each Unit consists of one Class A ordinary share, and
one-third of one redeemable warrant (each, a Public Warrant). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment (see Note 6).
Note 4Related Party Transactions
Founder Shares
On June 13, 2020, the Sponsor
paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares, par value $0.0001, (the Founder Shares). The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to
the extent that the over-allotment option is not exercised in full by the Underwriter, so that the Founder Shares would represent 20.0% of the Companys issued and outstanding shares after the Initial Public Offering. On August 6, 2020,
the Underwriter fully exercised the over-allotment option; thus, these Founder Shares were no longer subject to forfeiture.
The initial shareholders
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 and (B) subsequent to the initial
Business Combination, (x) if the closing price of the Companys Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Private Placement Warrants
Simultaneously with
the closing of the Initial Public Offering in August 2020, the Company consummated the private placement (Private Placement) of 5,933,333 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 $8.9 million.
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