UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~November 22~~December 3, 2021

YUCAIPA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39422

98-1541929

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9130 West Sunset Boulevard

Los Angeles, CA

90069

(Address of principal executive offices)

(Zip Code)

(310) 228-2894

Registrant’s telephone number, including area code

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:

☐☒ 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 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

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 4.02 Non-Reliance~~Explanatory onNote ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~

InAs ~~preparation~~previously ofdisclosed, ~~the~~on ~~financial~~June 10, ~~statements~~2021, of Yucaipa Acquisition Corporation, ~~(the~~a Cayman Islands exempted company (“~~Company~~Yucaipa”), asentered ofinto ~~and~~a ~~for~~Business ~~quarterly~~Combination ~~period~~Agreement ~~ended~~(as ~~September 30~~it may be amended, ~~2021~~supplemented or otherwise modified from time to time, the ~~Company~~“Business ~~concluded~~Combination itAgreement”), ~~should~~by ~~revise~~and ~~its~~among ~~prior-filed~~Yucaipa, ~~financial~~SIGNA ~~statements~~Sports toUnited ~~classify~~GmbH, ~~all~~a ~~Class A~~German ~~ordinary~~limited ~~shares~~liability ~~subject~~company to(“SSU”), ~~possible~~SIGNA ~~redemption~~Sports inUnited ~~temporary equity~~B.V., Ina ~~accordance~~Dutch ~~with~~private ~~the~~limited ~~SEC~~liability company and ~~its~~wholly-owned ~~staff’s~~subsidiary ~~guidance~~of onSSU ~~redeemable~~(“TopCo”), ~~equity~~Olympics ~~instruments~~I inMerger ~~ASC~~Sub, ~~480-10-S99~~LLC, ~~redemption~~a ~~provisions~~Cayman ~~not~~Islands ~~solely~~exempted ~~within~~company ~~the~~and ~~control~~wholly-owned subsidiary of ~~the~~TopCo ~~Company~~(“Merger ~~require~~Sub”), ~~ordinary~~and ~~shares~~SIGNA ~~subject~~International toSports ~~redemption~~Holding toGmbH, bea ~~classified~~German ~~outside~~limited ofliability ~~permanent~~company ~~equity~~(“SISH”). ~~The~~On ~~Company~~July 2, ~~had~~2021, ~~previously~~TopCo ~~classified~~submitted a ~~portion~~registration ofstatement ~~its~~on ~~Class A~~Form ~~ordinary~~F-4 ~~shares~~to inthe ~~permanent~~U.S. ~~equity,~~Securities orand ~~total~~Exchange ~~shareholders’~~Commission ~~equity.~~(“SEC”) ~~Although~~with ~~the~~respect ~~Company~~to ~~did~~the ~~not~~proposed ~~specify~~business acombination ~~maximum~~contemplated ~~redemption~~by ~~threshold,~~the ~~its~~Business ~~charter~~Combination ~~currently~~Agreement ~~provides~~(the ~~that~~“Business Combination”), ~~the~~which ~~Company~~was ~~will~~amended ~~not~~on ~~redeem~~August 31, ~~its~~2021, ~~public~~October 18, ~~shares~~2021, inNovember 4, an2021, ~~amount~~November 17, ~~that~~2021, ~~would~~November 23, ~~cause~~2021 ~~its~~and ~~net~~November 24, ~~tangible~~2021 ~~assets~~and todeclared beeffective ~~less~~on ~~than $5~~November 24,~~000,001.~~ ~~Previously~~2021, ~~the~~which ~~Company~~includes ~~did~~a ~~not~~document ~~consider~~that ~~redeemable~~serves ~~shares classified~~ as ~~temporary~~a ~~equity~~prospectus ~~as part~~ of ~~net~~TopCo ~~tangible~~with ~~assets.~~respect ~~Effective~~to ~~with~~the ~~its~~securities ~~financial~~to ~~statements~~be ~~for~~issued ~~quarterly~~in ~~period~~connection ~~ended~~with ~~September 30,~~the ~~2021,~~proposed ~~the~~business ~~Company~~combination ~~revised~~of ~~this~~Yucaipa ~~interpretation~~with toSSU ~~include~~contemplated ~~temporary~~by ~~equity~~the inBusiness ~~net~~Combination ~~tangible~~Agreement ~~assets.~~and Ina ~~addition,~~proxy instatement ~~connection~~of Yucaipa with respect to the ~~change~~General inMeeting. ~~presentation~~The ~~for~~definitive ~~the~~proxy ~~Class A~~statement/prospectus ~~ordinary~~was ~~shares~~filed ~~subject~~with tothe ~~possible~~SEC ~~redemption~~on November 26, 2021 (the ~~Company~~“Definitive ~~determined~~Proxy/Prospectus”). itConcurrent ~~should~~to ~~restate~~the ~~its~~signing ~~earnings~~of ~~per~~the ~~share~~Business ~~calculation~~Combination toAgreement, ~~allocate~~SSU ~~income~~entered ~~and~~into ~~losses~~a ~~shared~~share ~~pro~~purchase ~~rata~~agreement ~~between~~ (the ~~two~~“Wiggle ~~classes~~SPA”) ofon ~~shares.~~June 10, ~~This~~2021, ~~presentation~~to ~~contemplates~~acquire athe ~~business~~entire ~~combination~~issued asshare ~~the~~capital ~~most~~of ~~likely~~Mapil ~~outcome~~TopCo Limited, ina ~~which~~private ~~case,~~company ~~both~~limited ~~classes~~by of shares ~~share~~incorporated ~~pro rata~~ in ~~the~~England ~~income~~ and ~~losses~~Wales of(“Wiggle”), ~~the~~together ~~Company~~with its subsidiaries.

~~Therefore,~~Item on November 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of August 6, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 10, 2021 (“2020 Form 10-K/A No. 1~~”), (ii) audited financial statements included in the 2020 Form 10-K/A No~~. 1,01 ~~(iii)~~Entry ~~unaudited~~Into ~~interim financial statements included in the Form 10-Q for the quarterly period ended September 30, 2020 as previously revised in the 2020 Form 10-K/~~A ~~No. 1;~~Material ~~(iv)~~Definitive unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 21, 2021; and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied uponAgreement. As such, the Company will restate its financial statements for the Affected Periods in an Annual Report on Form 10-K/A, Amendment No. 2, for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed financial statements for the quarterly period ended September 30, 2020. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 will also be amended in a Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 2021 Form 10-Q”).

~~The~~SPA ~~restatement~~Variation ~~does~~Agreement ~~not have an impact on the Company’s cash position and investments held in the trust account established in connection with the IPO (the “Trust Account”).~~

~~The~~On December 4, 2021 the Company’s, ~~management~~Bridgepoint ~~has~~Advisors ~~concluded~~Limited ~~that~~(acting aas ~~material~~manager ~~weakness~~of ~~remains~~the Bridgepoint Beneficial Sellers (as defined in the ~~Company’s~~Wiggle ~~internal~~SPA)) ~~control~~and ~~over~~in ~~financial~~its ~~reporting~~capacity as “Investor” Representative under the Wiggle SPA (“Bridgepoint”) and HUW CRWYS-Williams entered into an amendment to the Wiggle SPA (the “SPA Amendment”) dated June 10, 2021 (as last amended on October 15, 2021) pursuant to which the Wiggle SPA was amended to provide for, among other things, (i) the Transaction Bonuses (as defined in the Wiggle SPA) and LTIP Bonuses that certain individuals are entitled to receive under the ~~Company’s~~Wiggle ~~disclosure~~SPA ~~controls~~to be settled through the issuance of TopCo Ordinary Shares, under certain circumstances and ~~procedures~~pursuant ~~were~~to ~~not~~the ~~effective.~~terms ~~The~~and ~~Company~~conditions set forth in the SPA Variation Amendment and (ii) Bridgepoint’s ~~remediation~~agreement ~~plan~~to ~~with~~settle ~~respect~~an toadditional ~~such~~portion ~~material~~of ~~weakness~~the ~~will~~consideration beit ~~described~~receives inunder ~~more~~the ~~detail~~Wiggle SPA in ~~Item~~an 4amount of ~~Part~~$75 million 1through the issuance of TopCo Ordinary Shares (7,500,000 TopCo Ordinary Shares at a price of $10 per share) instead of the previously agreed cash consideration payment, increasing the equity portion of the purchase price consideration in the Wiggle SPA to approximately thirty eight percent (38%) (from twenty five percent (25%)). The additional equity commitment from Bridgepoint is not dependent on redemption levels by the Q3public ~~2021~~shareholders ~~Form~~of ~~10-Q~~Yucaipa.

In addition, and in connection with the additional equity commitment by Bridgepoint, SISH has also agreed to subscribe for an additional equity amount of $25 million through the issuance of TopCo Ordinary Shares (2,500,000 Company Ordinary Shares at a price of $10 per share), providing the Company with additional liquidity of $100 million in total following the completion of the Business Combination. The ~~Audit~~Redemption ~~Committee~~Offset Agreement entered into by and among the Company’s, ~~management~~SISH ~~have~~and ~~discussed~~Bridgepoint dated October 15, 2021 (the ~~matters~~“Redemption ~~disclosed~~Offset Agreement”), pursuant to ~~this~~which, ~~Item~~among ~~4.02(a)~~other ~~with~~things, ~~its~~the ~~independent~~parties ~~registered~~to the Redemption Offset Agreement agreed to offset redemptions by the public ~~accounting~~shareholders ~~firm,~~of ~~WithumSmith+Brown~~Yucaipa that occur above a certain level, PCremains in full force and effect. SISH’s investment increases the overall PIPE Financing commitments to a total of $397 million.

~~Forward~~A copy of the SPA Variation Agreement is filed with this Current Report on Form 8-~~Looking~~K ~~Statements~~as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the SPA Amendment is qualified in its entirety by reference thereto.

~~This~~Amendment ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995~~No. 3 ~~Certain~~to ofBusiness ~~these~~Combination ~~forward-looking~~Agreement ~~statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”~~

~~“assumes,”~~On ~~“may~~December 3,” ~~“should~~2021,” ~~“will~~Yucaipa,” ~~“seeks,”~~SSU orand ~~other~~SISH ~~similar~~entered ~~expressions.~~into ~~Such~~the ~~statements~~Third ~~may~~Amendment ~~include, but are not limited~~ to, ~~statements regarding~~ the ~~impact~~Business ofCombination ~~the~~Agreement ~~Company’s~~(“Amendment ~~restatement~~No. 3 ofto ~~certain~~Business ~~historical~~Combination ~~financial~~Agreement”) ~~statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect~~ to ~~identified~~update ~~material weaknesses. These statements are based on current expectations on~~ the ~~date of this Current Report on Form 8-K and involve a~~ number of ~~risks~~TopCo ~~and~~Ordinary ~~uncertainties~~Shares ~~that~~issued ~~may~~in ~~cause~~the ~~actual~~PIPE ~~results~~Financing to(as ~~differ~~defined ~~significantly.~~in ~~The~~the ~~Company~~Definitive ~~does~~Proxy/Prospectus) ~~not~~following ~~assume~~SISH’s ~~any~~investment ~~obligation~~in tothe ~~update~~PIPE ~~or revise any such forward-looking statements~~Financing, ~~whether~~ as ~~the~~further ~~result~~described ~~of new developments or otherwise~~above. ~~Readers are cautioned not to put undue reliance on forward-looking statements.~~

A copy of Amendment No. 3 to Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of Amendment No. 3 to Business Combination Agreement is qualified in its entirety by reference thereto.

Item 8.01

Other Events.

Additional Liquidity

The additional investment by SISH in the PIPE Financing, the reduction of the cash consideration payment by Bridgepoint under the amended Wiggle SPA and the continuing offset obligations by the parties to the Redemption Offset Agreement in the event of redemptions above certain levels enable the Company to meet its short and medium term additional liquidity needs mainly resulting (i) from the significant delay of the completion of the Business Combination and (ii) a considerable reduction in payment terms from its suppliers, which may further decrease in the future. In addition, the Company has initiated, and is implementing, appropriate operational measures to address the negative impact on the Company’s revenue growth and profitability resulting from continuing supply chain disruptions and other pandemic-related factors, including by optimizing and reducing purchasing volumes and re-negotiating payment terms with its key suppliers.

Supplemental Disclosures to the Proxy Statement

On July 22, 2021, August 13, 2021, December 1, 2021 and December 3, 2021, Yucaipa received letters (the “Shareholder Letters”) from purported shareholders of Yucaipa claiming certain allegedly material omissions in the definitive proxy statement filed on November 26, 2021 by Yucaipa (the “Proxy Statement”) in connection with the transactions contemplated by the Business Combination Agreement (together, the “Business Combination”).

While Yucaipa believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to moot the plaintiff’s disclosure claims in the Shareholder Letters, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, Yucaipa has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Yucaipa specifically denies all allegations in the Shareholder Letters that any additional disclosure was or is required. Yucaipa believes the Shareholder Letters is without merit.

The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.

The following disclosure replaces the paragraph under the heading “Formal Auction Process and Negotiations with SSU” on page 130 of the Proxy Statement.

On March 12, 2021, representatives of SSU management provided comments on Yucaipa’s LOI and along with Yucaipa’s management, Kirkland & Ellis LLP, its legal counsel (“K&E”), and Skadden, Arps, Slate, Meagher & Flom LLP, SSU’s legal counsel (“Skadden”), negotiated the terms of such letter over the course of the next six days. Representatives of both parties had several phone conversations and e-mail exchanges to discuss valuation, and certain other transaction considerations. In the course of the discussions between Yucaipa and representatives of SSU, both parties re-evaluated the initial enterprise valuation provided by Yucaipa, based on a multiple based valuation of SSU’s peers in e-commerce and online marketplaces, and Saas, as well as SSU’s analysis of alternative bids received in the formal auction process from other bidders, ultimately reducing the valuation from $3.85 billion to $3.17 billion. Furthermore, SSU and Yucaipa concluded that the re-evaluation of the initial enterprise value considered by Yucaipa would offer an attractive investment case for new investors in TopCo. Accordingly, and taking into account Yucaipa’s and SSU’s ambition to create long-term sustainable shareholder value, the parties agreed to the re-evaluation combined with an earn-out mechanism based on a positive share price development in the future (as described in more detail below). Such considerations included, among other things, the valuation of SSU, as well as the inclusion, calculation and structuring of the earnout to be included as part of the consideration to be paid to SISH, the composition and allocation of the transaction consideration, procedural matters, the due diligence review process, transaction structure and the PIPE Financing process.

Additional Information

In connection with the Business Combination, the Definitive Proxy/Prospectus was filed with the SEC on November 26, 2021. Yucaipa has mailed the Definitive Proxy/Prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Definitive Proxy/Prospectus or any other document that Yucaipa will send to its shareholders in connection with the Business Combination. Investors and security holders of Yucaipa are advised to read the Definitive Proxy/Prospectus in connection with Yucaipa’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the Definitive Proxy/Prospectus contains important information about the Business Combination and the parties to the Business Combination. The Definitive Proxy/Prospectus has been mailed to shareholders of Yucaipa as of the November 22, 2021 record date established for voting on the Business Combination. Shareholders are also able to obtain copies of the Definitive Proxy/Prospectus, without charge at the SEC’s website at www.sec.gov or by directing a request to: Yucaipa Acquisition Corporation, 9130 West Sunset Boulevard, Los Angeles, CA 90069.

Participants in the Solicitation

Yucaipa, SSU, TopCo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Yucaipa’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Yucaipa’s directors and officers in Yucaipa’s filings with the SEC, and such information and names of SSU’s directors and executive officers is also included in the Definitive Proxy/Prospectus.

Forward Looking Statements

Certain statements made herein, including the description of the transactions, agreements and other information contained herein and the exhibits hereto (collectively, this “Communication”) are not historical facts but are “forward-looking statements” for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “suggests,” “targets,” “projects,” “forecast” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Yucaipa and SSU, the Wiggle Acquisition, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, and the Wiggle Acquisition, future opportunities for the combined company, future planned products and services, business strategy and plans, objectives of management for future operations of SSU, market size and growth opportunities, competitive position, technological and market trends, and other statements that are not historical facts. These statements are based on the current expectations of Yucaipa’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Yucaipa and SSU, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.

Many actual events and circumstances are beyond the control of Yucaipa and SSU. These statements are subject to a number of risks and uncertainties regarding Yucaipa’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; changes in domestic or foreign business, market, financial, political and legal conditions; the timing and structure of the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the PIPE Investment and the other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of Yucaipa or SSU for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Yucaipa and SSU; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees including its executive team; the amount of redemption requests made by Yucaipa’s shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on NYSE following the Business Combination; costs related to the Business Combination; the overall level of demand for SSU’s services; general economic conditions and other factors affecting SSU’s business; SSU’s ability to implement its business strategy; SSU’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on SSU’s business, SSU’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to SSU’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; SSU’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, SSU’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on SSU’s business and those factors discussed in Yucaipa’s final prospectus relating to its initial public offering, dated July 29, 2020, and other filings with the SEC.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of the Definitive Proxy/Prospectus, and described in Yucaipa’s Annual Report on Form 10-K and other documents filed by Yucaipa or TopCo from time to time with the SEC. There may be additional risks that Yucaipa presently does not know or that Yucaipa currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Yucaipa’s expectations, plans or forecasts of future events and views as of the date of this communication. Yucaipa anticipates that subsequent events and developments will cause Yucaipa’s assessments to change. However, while Yucaipa may elect to update these forward-looking statements at some point in the future, Yucaipa specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Yucaipa’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, sell or exchange nor a solicitation of an offer to sell, subscribe for or buy or exchange any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor will there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. The proposed Business Combination will be submitted to shareholders of Yucaipa for their consideration.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		SPA Variation Agreement, dated December 4, 2021, by and among SIGNA International Sports Holding GmbH, Bridgepoint Advisors Limited and HUW CRWYS-Williams

10.2		Amendment No. 3 to Business Combination Agreement, dated as of December 3, 2021, by and among Yucaipa Acquisition Corporation, SIGNA Sports United GmbH and SIGNA International Sports Holding GmbH

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: ~~November 23~~December 6, 2021

YUCAIPA ACQUISITION CORPORATION By: /s/ Ira Tochner Name: Ira Tochner Title: Chief Financial Officer and Chief ~~Operating~~operating Officer

Filing Compare · Yucaipa Acquisition Corp