SECURITIES AND EXCHANGE COMMISSION FORM F-4/A Registration statement for securities issued by foreign private issuers in certain business combination transactions [amend] Filing Date: 2021-08-31 SEC Accession No. 0001193125-21-261048 (HTML Version on secdatabase.com) FILER SIGNA Sports United B.V. Mailing Address Business Address KANTSTRABE 164, UPPER KANTSTRABE 164, UPPER CIK:1869858| IRS No.: 000000000 | State of Incorp.:P7 | Fiscal Year End: 1231 WEST WEST Type: F-4/A | Act: 33 | File No.: 333-257685 | Film No.: 211225405 BERLIN 2M 10623 BERLIN 2M 10623 SIC: 5940 Miscellaneous shopping goods stores 49-30-700-108-900 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. 333-257685 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SIGNA Sports United B.V. (Exact name of registrant as specified in its charter) The Netherlands 2836 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification Number) Kantstraße 164, Upper West 10623 Berlin, Federal Republic of Germany Tel: +49 (30) 700 108 900 (Address, including zip code, and telephone number, including area code, of principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) Copies to: Stephan Hutter, Esq. Howard L. Ellin, Esq. Christian O. Nagler, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Kenneth M. Wolff, Esq. David B. Feirstein, P.C. Taunustor 1, TaunusTurm Skadden, Arps, Slate, Meagher & Flom LLP Marshall P. Shaffer, P.C. 60310 Frankfurt am Main, Republic of Germany One Manhattan West Aslam Rawoof, Esq. +49 (69) 742 200 New York, NY 10001-8602 Kirkland & Ellis LLP (212) 735 3000 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered registered per share offering price registration fee Ordinary shares, nominal value 0.12 per share, of TopCo 61,838,333(1) $10.00 $618,383,330(2) $67,465.62(3) Warrants to purchase ordinary shares of TopCo 17,433,333(4) $1.34 $23,360,666(5) $2,548.65(3) Aggregate Fee $1,151,743,996 $70,014.27(6) (1) Represents ordinary shares, nominal value 0.12 per share (the TopCo Shares), of the registrant SIGNA Sports United B.V., a Dutch private limited liability company (TopCo) to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein (the Business Combination), and includes (a) 34,500,000 TopCo Shares to be issued to holders of Class A ordinary shares of Yucaipa Acquisition Corporation, a Cayman Islands exempted company (Yucaipa), (b) 9,905,000 TopCo Shares to be issued to holders of Class B ordinary shares of Yucaipa and (c) 17,433,333 TopCo Shares issuable upon exercise of warrants of TopCo to be issued to holders of public warrants of Yucaipa, each in connection with the Business Combination. (2) Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $10.00 (the implied price of the Class A ordinary shares of Yucaipa) multiplied by (ii) 61,838,333 TopCo Shares issuable in connection with the Business Combination. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091. (4) Represents warrants of TopCo to be issued to holders of public warrants of Yucaipa in connection with the Business Combination. (5) Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $1.34 (the average of the high and low prices of the public warrants of Yucaipa as reported on NYSE on July 1, 2021) multiplied by (ii) 17,433,333 public warrants. (6) Previously paid The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PRELIMINARY SUBJECT TO COMPLETION, DATED AUGUST 30, 2021 LETTER TO SHAREHOLDERS OF YUCAIPA ACQUISITION CORPORATION Yucaipa Acquisition Corporation 9130 West Sunset Boulevard Los Angeles, CA 90069 Dear Yucaipa Shareholder: You are cordially invited to attend an extraordinary general meeting of Yucaipa Acquisition Corporation, a Cayman Islands exempted company (Yucaipa), which will be held on [●], 2021 at [●] a.m., New York City time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the General Meeting). On June 10, 2021, Yucaipa, SIGNA Sports United GmbH, a German limited liability company (SSU), SIGNA Sports United B.V., a Dutch private limited liability company and wholly-owned subsidiary of SSU (TopCo), Olympics I Merger Sub, LLC, a Cayman Islands limited liability company and wholly-owned subsidiary of TopCo (Merger Sub), and SIGNA International Sports Holding GmbH, a German limited liability company (SISH), entered into a Business Combination Agreement (as it may be amended from time to time, the Business Combination Agreement), contemplating several transactions, and in connection with which, Yucaipa will be merged with and into Merger Sub, with Merger Sub as the surviving company, and TopCo will be the ultimate parent company of SSU and Merger Sub (the Business Combination)). At the General Meeting, Yucaipa shareholders will be asked to consider and vote upon (i) a proposal, as an ordinary resolution (the Business Combination Proposal or Proposal No. 1), to approve the Business Combination Agreement and the transactions contemplated thereby (including the Exchange, the Conversion, the Roll-up and the Wiggle Acquisition (each as defined herein)), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and (ii) a proposal, as a special resolution (the Merger Proposal or Proposal No. 2), to authorize and approve the plan of merger between Yucaipa and Merger Sub in the form tabled at the General