UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
YUCAIPA ACQUISITION CORPORATION
(Name of Issuer)
CLASS A ORDINARY SHARES, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
G9879L 105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Yucaipa Acquisition Manager, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
8,565,000(1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
8,565,000(1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person
8,565,000(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row
(9)
19.9%(1)(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
2
| 1. | Names of Reporting Persons
Ronald W. Burkle | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,565,000(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,565,000(1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person
8,565,000(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row
(9)
19.9%(1)(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | See Item 4. Represents 8,565,000 Class B ordinary shares, $0.0001 par value per share, of the Issuer (the “Class B ordinary shares”) directly held by Yucaipa Acquisition Manager, LLC (the “Sponsor”) and which will automatically convert into the Class A ordinary shares, $0.0001 par value per share, of the Issuer (the “Class A ordinary shares”) at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s Prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on August 5, 2020 (File No. 333-239936) (the “IPO Prospectus”) or the Issuer’s amended and restated memorandum and articles of association. |
| (2) | Based on 34,500,000 Class A ordinary shares, $0.0001 par value, and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and outstanding as of November 12, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020 and assuming the conversion of all the shares of Class B ordinary shares into Class A ordinary shares. |
3
| Item 1(a) | Name of Issuer
Yucaipa Acquisition Corporation (the “Issuer”) | |
| Item 1(b) | Address of the Issuer’s Principal Executive Offices
9130 West Sunset Boulevard Los Angeles, CA | |
| Item 2(a) | Names of Persons Filing
This Schedule 13G is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
a) Yucaipa Acquisition Manager, LLC (the “Sponsor”); and
b) Ronald W. Burkle. | |
| Item 2(b) | Address of the Principal Business Office, or if none, Residence
The principal business office of each of the Reporting Persons is: 9130 West Sunset Boulevard Los Angeles, CA 90069 | |
| Item 2(c) | Citizenship
See responses to Item 4 on each of the cover pages of this Schedule 13G. | |
| Item 2(d) | Title of Class of Securities
Class A ordinary shares, $0.0001 par value per share. | |
| Item 2(e) | CUSIP Number
G9879L 105 | |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is: | |
| ☐ | (a) a broker or dealer registered under Section 15 of the Exchange Act. | |
| ☐ | (b) a bank as defined in Section 3(a)(6) or the Exchange Act. | |
| ☐ | (c) an insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ☐ | (d) an investment company registered under Section 8 of the Investment Company Act. | |
| ☐ | (e) an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| ☐ | (f) an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| ☐ | (g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| ☐ | (h) a savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| ☐ | (i) a church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| ☐ | (j) a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| ☐ | (k) a group in accordance with Rule 13d-1(b)(1)(ii)(K). | |
| ☒ | Not applicable | |
4
| Item 4. | Ownership
The responses to Items 5 to 11 of each of the cover pages of this Schedule 13G are incorporated herein by reference. As of December 31, 2020, the Reporting Persons hold 8,565,000 Class B ordinary shares, representing 19.9% of the Issuer’s issued and outstanding ordinary shares and assuming the conversion of all Class B ordinary shares into Class A ordinary shares.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holders thereof at a one-for-one basis, subject to adjustment, as more fully described in the Issuer’s amended and restated memorandum and articles of association or under the heading “Description of Securities—Founder Shares” in the IPO Prospectus.
The Sponsor is the record holder of the securities reported herein. Ronald W. Burkle controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. | |
| Item 5. | Ownership of Five Percent or Less of a Class | |
| Not Applicable | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not Applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |
| Not Applicable | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not Applicable | ||
| Item 9. | Notice of Dissolution of Group | |
| Not Applicable | ||
| Item 10. | Certification | |
| Not Applicable | ||
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DATE: February 16, 2021 | Yucaipa Acquisition Manager, LLC | |||||||
| By: | /s/ Robert P. Bermingham | |||||||
| Name: | Robert P. Bermingham | |||||||
| Title: | Vice President and Secretary | |||||||
| /s/ Ronald W. Burkle | ||||||||
| Ronald W. Burkle | ||||||||
Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of February 16, 2021, by and among Yucaipa Acquisition Manager, LLC and Ronald W. Burkle. | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)