YUCAIPA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Net Loss Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by
dividing net loss by the weighted average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of
17,433,333, of the Companys Class A ordinary shares in the calculation of diluted income per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method.
The Companys unaudited condensed statement of operations include a presentation of income per share for ordinary shares subject to redemption in a
manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the interest income (loss) earned on
investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, which was approximately $16,000 for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception)
through September 30, 2020, by the weighted average number of Class A ordinary shares outstanding for the respective periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net
loss (less income attributable to Class A ordinary shares) of approximately $142,000 and $156,000 for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020,
respectively, by the weighted average number of Class B ordinary shares outstanding for the period.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
Note 3 Initial 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 4 Related 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 underwriters, so that the Founder Shares would represent 20.0% of the Companys issued and outstanding shares after the Initial Public Offering plus the number of
Class A ordinary shares to be sold pursuant to the Forward Purchase Agreement (as defined below). On August 6, 2020, the underwriters 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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