Yucaipa Acquisition Corp

The sponsor does not carry across one-for-one: the 8,565,000 Class B Shares held by Yucaipa Acquisition Manager, LLC entitle it to a claim that is exchanged for 9,815,000 TopCo Shares, more shares than it held. SSU's participating shareholders receive TopCo Shares deemed under the Business Combination Agreement to have an aggregate value of approximately $2,462 million. Closing is conditioned on SSU consummating the acquisition of Mapil TopCo Limited, referred to as Wiggle, whose equity consideration is sized on a share price of $10.00 per TopCo Share.

The capital structure reconciles - 1,593,085 + 32,906,915 = 34,500,000 Class A, founder shares are a quarter of that at 8,625,000, and deferred underwriting of $12,075,000 is exactly $0.35 x 34,500,000. Roughly $23,000 of trust interest against a $270,000 net loss is consistent with an August 2020 float. The extract read here does not reach a stated trust balance or a stated completion date, so neither was recorded: the report gives the charter deadline only as a duration from the IPO closing, and no date was inferred from it.

A freshly IPO'd Cayman shell with no target, no going-concern language and no related-party debt: the sponsor's $102,031 note was repaid on August 7, 2020, and deferred underwriting commissions of $12,075,000 are the only liability of size. The $5,000,002 equity figure is the net-tangible-asset plug produced by moving 1,580,034 Class A shares out of temporary equity, not a finding. The trust balance is as of September 30, 2020 and says nothing about any later date.

Two facts a holder needs, both stated here and not in the August 7, 2020 report: the trust holds $345,000,000 against 34,500,000 public shares, and the completion clock runs 24 months from the closing of the IPO — after which, if no business combination is done, the public shares are redeemed. Note the trust is stated to be held for the benefit of the public shareholders AND the underwriters, so the headline figure is not wholly attributable to public shares.

Two governance terms stand out in the agreements this report files. The Registration and Shareholder Rights Agreement gives the sponsor the right to nominate three directors on and after the initial business combination, so board control is contracted for in advance. And the sponsor paid $1.50 per private placement warrant, above the $1.00 typical of the period, for warrants that lose their cashless-exercise and non-redeemable advantages if they leave the sponsor group. The report states no trust balance in its own text.

There are two redemption regimes, at $18.00 and at $10.00 per Class A share, and their adjustments differ: the $18.00 resets to 180% of the higher of Market Value and Newly Issued Price, the $10.00 resets to that higher value itself. Amending the warrant agreement takes 65% of the public warrants, above the 50% that is common, so the instrument is harder to change against holders. Extending beyond 24 months requires a shareholder vote to amend the articles, with redemption rights attached - the deadline is a term, not a wall.